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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2001 Commission file number 005-62335
----------------- ---------
Hampton Roads Bankshares, Inc.
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(Exact name of registrant as specified in its charter)
Virginia 54-2053718
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(State of incorporation) (IRS Employer I.D. No.)
201 Volvo Parkway, Chesapeake, Virginia 23320
---------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (757) 436-1000
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.625 per share
---------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the 6,601,109 shares held by non-affiliates as of
March 4, 2002 based on the last sales price of $9.00 as recorded by the Bank of
Hampton Roads (Transfer Agent) was $59,409,981.
The number of shares outstanding of the issuer's common stock as of March 4,
2002 was 7,476,490 shares of its $0.625 par value Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report for the year ended December 31, 2001 are
incorporated by reference into Parts I and II, which Annual Report is filed
herewith as Exhibit 13.
Portions of the proxy statement for the annual stockholders' meeting to be held
April 23, 2002, are incorporated by reference into Part III.
1
PART 1
ITEM 1 - DESCRIPTION OF BUSINESS
A. General Development of Business:
Hampton Roads Bankshares, Inc., a Virginia corporation (the Holding
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 Holding Company.
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 principal business of the Company is to attract deposits and to loan
or invest those deposits on profitable terms. The Company 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
Company offers all traditional loan and deposit banking services as well as
newer services, such as telephone 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 for the breakdown of loans by classification.
Competition:
- -----------
Federal and state legislative changes have significantly increased
competition among financial institutions, and current trends toward deregulation
are expected to increase competition even further. In its market area, the
Company operates in a competitive banking environment that includes multiple
commercial banks, savings banks and credit unions. 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 March 4, 2002, the Company could not loan in excess of $5.0 million to a
single borrower, unless the Company could sell participations in such a loan to
other financial institutions. Finally, the Company faces competition for
deposits from short-term money market mutual funds and other corporate and
government securities funds. In summary, the Company competes with many
institutions which are larger in size and, therefore, can offer more products
than the Company at very competitive rates. The Company believes that its
pricing of products has remained competitive, but that the Company's historical
success is primarily attributable to high quality service and community
involvement.
2
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 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 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
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.
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) 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 if 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. Under the BHCA, the FRB may disapprove an application or approve an
application subject to such conditions as it may deem advisable.
3
In addition to the filings required by the FRB as discussed above, the
Holding Company is required to make certain periodic filings with the SEC as
well as file certain reports on the occurrence of certain material events
specified in the Exchange Act. The Holding Company is required to file quarterly
and annual reports with the SEC under Section 13 of the Exchange Act, furnish
annual reports to shareholders prior the annual meetings of shareholders, and
send proxy statements to shareholders prior to any shareholders' meeting, all of
which must comply with the provisions of the Exchange Act. In addition,
directors, officers and certain shareholders must make detailed disclosures
under the Exchange Act regarding their ownership of Holding Company Common
Stock.
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, 2001, employed 135 people, of whom 130
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,
2001.
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.
4
D. Foreign and Domestic Operations:
The Company is a community bank with no foreign operations.
ITEM 2 - DESCRIPTION OF PROPERTY
The Company's main office is located at 201 Volvo Parkway, Chesapeake,
Virginia 23320. In addition to the main office location, the Bank owns seven
other branch offices: four in the City of Chesapeake, one in the City of
Norfolk, one in the City of Suffolk, and one in the City of Virginia Beach. The
Bank leases the land and/or building in which its remaining eight branches and
its loan processing department are located. For additional information about
leased properties, see Notes to Consolidated Financial Statements beginning on
Page 23 of the Annual Report.
ITEM 3 - LEGAL PROCEEDINGS
There are no material legal proceedings in which the Company is involved
at the present time.
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 2001.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
A. Market Information
Trading of the Company's common stock has been limited and cannot be
characterized as amounting to an established public trading market. The
Company's common stock is not listed on any exchange, and 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 2001 and 2000 are listed below.
2001 2000
LOW HIGH LOW HIGH
--- ---- --- ----
1ST QUARTER $10.00 $10.50 $12.00 $13.50
2ND QUARTER 9.50 10.50 12.00 13.00
3RD QUARTER 8.50 10.00 10.00 12.50
4TH QUARTER 8.00 9.00 10.00 11.00
Stock transfers made subsequent to December 31, 2001, through March 4,
2002, for which management had information regarding price paid per share were
as follows: 44,422 shares were traded at an average price per share of $8.39.
The highest price paid per share during this period was $9.00 and
5
the low price was $8.00.
In December 2001, the Company implemented a Stock Repurchase Program,
where the Company offered to buy back up to 375,000 shares of its common stock
at a price of $8.00 per share during the time frame of December 17, 2001 to
February 14, 2002. At the end of the repurchase period, 64,918 shares had been
tendered to the Company pursuant to the Program.
B. Holders of Stock
As of March 4, 2002, there were 7,476,490 shares of common stock
outstanding, held by 4,222 shareholders of record.
C. Dividends
On February 26, 2002, management declared a $0.26 per share dividend
payable April 15, 2002 to shareholders of record on March 15, 2002. A $0.25 per
share dividend was declared on January 9, 2001, payable on March 15, 2001, to
shareholders of record as of February 15, 2001. A $0.16 per share dividend was
declared on November 23, 1999, payable on March 15, 2000 to shareholders of
record as of February 15, 2000. 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. Regulatory agencies limit the amount of dividends the
Company may pay, without prior approval, to current year earnings plus retained
net profits for the two preceding years.
ITEM 6 - SELECTED FINANCIAL DATA
Selected Financial Data on page 6 of the Annual Report for the year ended
December 31, 2001 is incorporated herein by reference.
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 7 through 17 of the Annual Report for the year ended
December 31, 2001 is incorporated herein by reference.
ITEM 7A - MARKET RISK MANAGEMENT
The Company's primary component of market risk is interest rate
volatility. Fluctuations in interest rates will impact both the level of
interest income and interest expense and the market value of the Company's
interest earning assets and interest bearing liabilities.
The primary goal of the Company's asset/liability management strategy is
to is to maximize its net interest income over time while keeping interest rate
risk exposure within levels established by the Company's management. The
Company's ability to manage its interest rate risk depends generally on the
Company's ability to match the maturities and repricing characteristics of its
assets and liabilities while taking into account the separate goals of
maintaining asset quality and liquidity and achieving the desired level of net
interest income. The principal variables that affect the Company's management of
its interest rate risk include the Company's existing interest rate gap
position, management's assessment
6
of future interest rates, and the withdrawal of liabilities over time.
The Company's primary technique for managing its interest rate risk
exposure is the management of the Company's interest sensitivity gap. The
interest sensitivity gap is defined as the difference between the amount of
interest earning assets anticipated, based upon certain assumptions, to mature
or reprice within a specific time period and the amount of interest bearing
liabilities anticipated, based upon certain assumptions, to mature or reprice
within that time period. At December 31, 2001, the Company's one year "positive
gap" (interest earning assets maturing or repricing within a period exceed
interest bearing liabilities maturing or repricing within the same period) was
approximately $12.0 million, or 4.99% of total assets. This compares to the
Company's one year "positive gap" at December 31, 2000 of $1.3 million, or 0.64%
of total assets. Thus, during periods of rising interest rates, this implies
that the Company's net interest income would be positively affected because the
yield of the Company's interest earning assets is likely to rise more quickly
than the cost of its interest bearing liabilities. In periods of falling
interest rates, the opposite effect on net interest income is likely to occur.
The following tables set forth the amounts of interest earning assets
and interest bearing liabilities outstanding at December 31, 2001 and 2000 that
are subject to repricing or that mature in each of the future time periods
shown. Loans and securities with call or balloon provisions are included in the
period in which they balloon or may first be called. Except as stated above, the
amount of assets and liabilities shown that re-price or mature during a
particular period were determined in accordance with the contractual terms of
the asset or liability.
7
Interest Sensitivity Analysis
December 31, 2001
91 Days Over
(in thousands) 1-90 Days -1 Year 1-3 Years 3-5 Years 5 Years Total
- -------------- --------- ------- --------- --------- ------- -----
Interest Earning Assets
Loans $ 74,575 $ 24,996 $ 38,740 $ 45,683 $ 5,148 $ 189,142
Investment Securities 5,999 5,250 2,000 25 630 13,904
Overnight Funds Sold 18,721 -- -- -- -- 18,721
-------- --------- --------- --------- ---------- ---------
Total 99,295 30,246 40,740 45,708 5,778 221,767
Cumulative Totals $ 99,295 $129,541 $ 170,281 $ 215,989 $ 221,767
Interest Bearing Liabilities
Super NOW Accounts $ 14,418 $ -- $ -- $ -- $ -- $ 14,418
Money Market Accounts 25,093 -- -- -- -- 25,093
Savings 9,789 -- -- -- -- 9,789
Time Deposits 31,035 37,222 23,760 11,382 5 103,404
-------- --------- --------- --------- ---------- ---------
Total 80,335 37,222 23,760 11,382 5 152,704
Cumulative Totals $ 80,335 $ 117,557 $ 141,317 $ 152,699 $152,704
-------- --------- --------- --------- ---------- ---------
Interest Sensitivity Gap 18,960 (6,976) 16,980 34,326 5,773 69,063
Cumulative Interest
Sensitivity Gap $ 18,960 $ 11,984 $ 28,964 $ 63,290 $ 69,063
Cumulative Interest Sensitivity
Gap as a Percentage
of Total Assets 7.90% 4.99% 12.06% 26.36% 28.77%
8
Interest Sensitivity Analysis
December 31, 2000
91 Days Over
(in thousands) 1-90 Days -1 Year 1-3 Years 3-5 Years 5 Years Total
- -------------- --------- ------- --------- --------- ------- -----
Interest Earning Assets
Loans $ 53,091 $ 19,855 $ 31,110 $ 49,505 $ 3,652 $ 157,213
Investment Securities 7,538 9,996 3,997 -- 657 22,188
Overnight Funds Sold 4,718 -- -- -- -- 4,718
-------- --------- --------- ---------- ---------- ---------
Total 65,347 29,851 35,107 49,505 4,309 184,119
Cumulative Totals $ 65,347 $ 95,198 $ 130,305 $ 179,810 $ 184,119
Interest Bearing Liabilities
Super NOW Accounts $ 11,966 $ -- $ -- $ -- $ -- $ 11,966
Money Market Accounts 22,017 -- -- -- -- 22,017
Savings 9,575 -- -- -- -- 9,575
Time Deposits 18,939 31,389 25,299 8,805 97 84,529
-------- --------- --------- ---------- ---------- ---------
Total 62,497 31,389 25,299 8,805 97 128,087
Cumulative Totals $ 62,497 $ 93,886 $ 119,185 $ 127,990 $ 128,087
-------- --------- --------- ---------- ---------- ---------
Interest Sensitivity Gap 2,850 (1,538) 9,808 40,700 4,212 56,032
Cumulative Interest
Sensitivity Gap $ 2,850 $ 1,312 $ 11,120 $ 51,820 $ 56,032
Cumulative Interest Sensitivity
Gap as a Percentage
of Total Assets 1.40% 0.64% 5.45% 25.38% 27.44%
The following tables provide information about the Company's financial
instruments that are sensitive to changes in interest rates as of December
31, 2001 and 2000, based on maturity dates. The Company had no derivative
financial instruments, foreign currency exposure, or trading portfolio as
of December 31, 2001 or 2000.
9
On-Balance Sheet Financial Instruments
December 31, 2001
Principle Amount Maturing or Repricing in:
(in thousands) 1 Year 2 Years 3 Years 4 Years 5 Years Over 5 Years Total
- -------------- ------ ------- ------- ------- ------- ------------ -----
Interest Earning Assets
Fixed Rate Loans $ 31,214 $ 14,459 $ 24,281 $ 22,383 $ 23,300 $ 5,148 $ 120,785*
Average Interest Rate 8.29% 8.88% 8.84% 9.00% 8.39% 8.56%
Variable Rate Loans $ 68,299 $ -- $ -- $ -- $ -- $ -- $ 68,299
Average Interest Rate 6.35%
Investment Securities $ 2,000 $ 1,999 $ -- $ -- $ 3,000 $ 6,905 $ 13,904
Average Interest Rate 5.86% 5.65% 5.83% 5.77%
Interest Bearing Liabilities
Super NOW Accounts $ 14,418 $ -- $ -- $ -- $ -- $ -- $ 14,418
Average Interest Rate 0.50%
Money Market $ 25,093 $ -- $ -- $ -- $ -- $ -- $ 25,093
Average Interest Rate 1.82%
Savings $ 9,789 $ -- $ -- $ -- $ -- $ -- $ 9,789
Average Interest Rate 0.80%
Time Deposits $ 68,257 $ 18,363 $ 5,397 $ 8,430 $ 2,952 $ 5 $ 103,404
Average Interest Rate 3.97% 5.63% 5.99% 6.73% 5.86% 5.20%
* Net of deferred loan fees of $58 thousand.
10
On-Balance Sheet Financial Instruments
December 31, 2000
Principal Amount Maturing or Repricing in:
(in thousands) 1 Year 2 Years 3 Years 4 Years 5 Years Over 5 Years Total
- -------------- ------ ------- ------- ------- ------- ------------ -----
Interest Earning Assets
Fixed Rate Loans $ 27,042 $ 15,547 $ 15,586 $ 22,932 $ 26,573 $ 3,651 $111,331*
Average Interest Rate 9.14% 8.58% 9.08% 8.84% 9.03% 9.25%
Variable Rate Loans $ 45,850 $ -- $ -- $ -- $ -- $ -- $ 45,850
Average Interest Rate 10.35%
Investment Securities $ 2,003 $ 3,998 $ 13,061 $ 2,469 $ -- $ 657 $ 22,188
Average Interest Rate 5.17% 5.79% 5.76% 5.83% 6.00%
Interest Bearing Liabilities
Super NOW Accounts $ 11,966 $ -- $ -- $ -- $ -- $ -- $ 11,966
Average Interest Rate 2.50%
Money Market $ 22,017 $ -- $ -- $ -- $ -- $ -- $ 22,017
Average Interest Rate 3.30%
Savings $ 9,575 $ -- $ -- $ -- $ -- $ -- $ 9,575
Average Interest Rate 2.50%
Time Deposits $ 50,328 $ 11,596 $ 13,703 $ 3,327 $ 5,478 $ 97 $ 84,529
Average Interest Rate 5.65% 6.17% 6.11% 6.36% 7.04% 6.36%
* Net of deferred loan fees of $32 thousand.
11
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Registrant and
the Independent Auditors' Reports set forth on pages 18 through 35 of the Annual
Report for the year ended December 31, 2001 are incorporated herein by reference
or as noted and included as part of this 10-K.
Page in Page in
Annual Report 10-K
------------- ----
Independent Auditors' Report - December 31, 2000 F-1
Independent Auditors' Report - December 31, 2001 18
Consolidated Balance Sheets - December 31, 2001 and 2000 19
Consolidated Statements of Income - Years Ended
December 31, 2001, 2000, and 1999 20
Consolidated Statements of Shareholders' Equity - Years
Ended December 31, 2001, 2000, and 1999 21
Consolidated Statements of Cash Flows - Years Ended
December 31, 2001, 2000, and 1999 22
Notes to Consolidated Financial Statements -
December 31, 2001, 2000, and 1999 23
All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
12
Report of Independent Accountants
To the Board of Directors and Shareholders
Hampton Roads Bankshares, Inc.:
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, shareholders' equity and cash flows present
fairly, in all material respects, the financial position of Hampton Roads
Bankshares, Inc. and its subsidiary (formerly Bank of Hampton Roads) at December
31, 2000, and the results of their operations and their cash flows for each of
the two years in the periods ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Virginia Beach, VA
February 12, 2001
F-1
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
Form 8-K reporting a change in accountants was filed on October 19,
2001.
PART III
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 23, 2002,
filed on March 18, 2002, is incorporated herein by reference.
ITEM 11 - EXECUTIVE COMPENSATION
Information concerning executive compensation in the proxy statement
for the annual shareholders meeting to be held April 23, 2002, filed on March
18, 2002, is incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership of certain beneficial owners
and management in the proxy statement for the annual shareholders meeting to be
held April 23, 2002, filed on March 18, 2002, is incorporated herein by
reference.
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 23,
2002, filed on March 18, 2002, is incorporated herein by reference.
13
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. The following consolidated financial statements of the Registrant
and the Independent Auditors' Reports set forth on pages 18
through 35 of the Annual Report for the year ended December 31,
2001 are incorporated herein by reference or as noted and included
as part of this 10-K.
Page in Page in
Annual Report 10-K
------------- ----
Independent Auditors' Report -
December 31, 2000 F-1
Independent Auditors' Report -
December 31, 2001 18
Consolidated Balance Sheets -
December 31, 2001 and 2000 19
Consolidated Statements of Income - Years Ended
December 31, 2001, 2000, and 1999 20
Consolidated Statements of Shareholders' Equity - Years
Ended December 31, 2001, 2000, and 1999 21
Consolidated Statements of Cash Flows - Years Ended
December 31, 2001, 2000, and 1999 22
Notes to Consolidated Financial Statements -
December 31, 2001, 2000, and 1999 23
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) Reports on Form 8-K
Form 8-K reporting a change in accountants was filed on October 19,
2001.
(c) 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.
(d) Financial Statements excluded from Annual Report pursuant to Rule
14a-3(b)
Not applicable.
14
SIGNATURES
In accordance with 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
(3/12/02)
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.
/s/ Bobby L. Ralph /s/ Herman A. Hall, III
- ------------------------------------ ---------------------------------------
Bobby L. Ralph, Director Herman A. Hall, III, Director
(3/12/02) (3/12/02)
/s/ Robert G. Bagley /s/ Emil A. Viola
- ------------------------------------ ---------------------------------------
Robert G. Bagley Emil A. Viola, Director and
Senior Vice President, Director Chairman
(3/12/02) (3/12/02)
/s/ W. Lewis Witt /s/ Henry P. Barham
- ------------------------------------ ---------------------------------------
W. Lewis Witt, Director Henry P. Barham, Director
(3/12/02) (3/12/02)
/s/ Durwood S. Curling /s/ Cynthia A. Sabol
- ------------------------------------ ---------------------------------------
Durwood S. Curling, Director Cynthia A. Sabol, Senior Vice President
(3/12/02) and Chief Financial Officer
(3/12/02)
/s/ Jack W. Gibson /s/ Lorelle L. Fritsch
- ------------------------------------ ---------------------------------------
Jack W. Gibson, President and Lorelle L. Fritsch
Chief Executive Officer, Director Vice President and Controller
(3/12/02) (3/12/02)
15
Exhibit Index
Hampton Roads Bankshares, Inc.
Exhibit 2 - 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 - Articles of Incorporation and Bylaws
The Articles of Incorporation and Bylaws of Hampton Roads Bankshares Inc. filed
with the Company's Form 8-K dated July 2, 2001, are incorporated herein by
reference.
Exhibit 10 - Material Contracts
The two employment contracts, filed as Exhibit 7 of the F-1 Statement dated
March 28, 1988, are incorporated herein by reference.
Exhibit 10.1-10.4 - 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 10.5 - Supplemental Retirement Agreement
The Supplemental Retirement Agreement, filed with the 1993 form 10-K dated March
31, 1994, is incorporated herein by reference.
Exhibit 10.6 - 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 10.7 - 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 10.8 - 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 10.9 - 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.
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Exhibit 10.10-10.13 - 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 10.14-10.15 - 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 10.16 - 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 10.17 - 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 10.18 - Employment Agreement with Bank Officer
Employment Agreement with Bank Officer entered into in 2001 is attached as a
part of this 10-K.
Exhibit 13 - Annual Report to Security Holders
The Annual Report for the year ended December 31, 2001. Such report, 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 21 - Subsidiaries of the Registrant
Bank of Hampton Roads, a Virginia corporation, is a wholly owned subsidiary of
Hampton Roads Bankshares, Inc.
(1) Bank of Hampton Roads Service Corporation, a Virginia corporation, is
a wholly owned subsidiary of Bank of Hampton Roads. Bank of Hampton
Roads Service Corporation owns a 9% interest in Bankers Title of
Hampton Roads, LLC which was organized in Virginia.
Hampton Roads Bankshares, Inc. owns a 10% interest in Tidewater Home Funding,
LLC which was organized in Virginia.
Exhibit 23.1 - Consent of Experts
Consent of KPMG LLP is attached as part of this Form 10-K.
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Exhibit 23.2 - Consent of Experts
Consent of PWC LLP is attached as part of this Form 10-K.
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