================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarter ended March 31, 2003
|_| Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
DYNEX SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number 0-20552
<table>
<s> <c>
Virginia 52-1785164
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4551 Cox Road, Suite 300, Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
</table>
(804) 217-5800
(Registrant's telephone number, including area code)
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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days. |X| Yes |_| No
As of April 30, 2003, the latest practicable date, there were 1,000 shares of
Dynex Securities Corporation common stock outstanding.
The registrant meets the conditions set forth in General Instructions H(1)(a)
and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
================================================================================
<page>
DYNEX SECURITIES CORPORATION
FORM 10-Q
Index
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at March 31, 2003 and
December 31, 2003 (unaudited).......................................1
Notes to Unaudited Financial Statements.............................2
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......................2
Item 3. Quantitative and Qualitative Disclosure about Market Risk...........2
Item 4. Control Procedures..................................................2
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...................................................3
Item 5. Other Information...................................................3
Item 6. Exhibits and Reports on Form 8-K....................................3
SIGNATURES....................................................................6
<page>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
DYNEX SECURITIES CORPORATION
BALANCE SHEETS (UNAUDITED)
<table>
<caption>
March 31, December 31,
2003 2002
------------------------- -------------------------
<s>
ASSETS
Cash $ 10,000 $ 10,000
========================= =========================
SHAREHOLDER'S EQUITY Common Stock, no par value:
10,000 shares authorized,
1,000 issued and outstanding $ 10,000 $ 10,000
========================= =========================
</table>
See accompanying notes to the unaudited balance sheets.
<page>
DYNEX SECURITIES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2003
NOTE 1 -- CONDENSED FINANCIAL STATEMENTS
The accompanying balance sheets have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information and notes
required by accounting principles generally accepted in the United States of
America, hereinafter referred to as "generally accepted accounting principles"
for complete balance sheets. The financial statements include the accounts of
Dynex Securities Corporation (the "Company"). The Company was incorporated in
Virginia on July 8, 1992 as a wholly owned, limited-purpose financing subsidiary
of SMFC Funding Corporation, a Virginia corporation ("SMFC"). On January 1,
1997, SMFC dividended all of the outstanding stock of the Company, represented
by 1,000 shares of common stock, to Dynex Holding, Inc. ("DHI"), an affiliate
company. On November 1, 2000, DHI sold all of the capital stock to Dynex
Capital, Inc., an affiliate of DHI.
The Company was organized to facilitate the securitization of mortgage loans
through the issuance and sale of collateralized bonds (the "Bonds") and
certificates of participation ("Mortgage Securities"). The Bonds are issued
pursuant to an indenture or indentures and are secured by securities backed by
one or more of the following: mortgage loans, Federal National Mortgage
Association Mortgage-Backed Certificates, insurance policies, and various
accounts and funds (collectively, the "Collateral"). The Collateral for a series
of Bonds will be pledged to a trustee. The Mortgage Securities will represent a
percentage interest in a pool of Collateral purchased by a trust established by
the Company.
In the opinion of management, all adjustments considered necessary to present
fairly the financial position for the periods presented have been made. The
Balance Sheet as of March 31, 2003 is unaudited. The Balance Sheet at December
31, 2002 has been taken from the audited financial statements as of that date.
The Company has had no operations during the quarter. Accordingly, the
statements of operations and cash flows for the three months ended March 31,
2003 and 2002 have not been provided. For further information, refer to the
audited balance sheet and footnotes included in the Company's Form 10-K for the
year ended December 31, 2002.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
During the three months ended March 31, 2003, the Company issued no Mortgage
Securities or Bonds on behalf of DX. The most recent securitization of mortgage
loans by the Company occurred in September 1995.
At March 31, 2003, the Company had $1.4 billion of securities remaining for
issuance under a registration statement filed with the Securities and Exchange
Commission in October 1994. Securities sold through private placements by the
Company do not reduce the amount available under the shelf registration
statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None.
Item 4. Controls And Procedures
(a) Evaluation of disclosure controls and procedures.
As required by Rule 13a-15 under the Exchange Act, within 90
days prior to the filing date of this quarterly report (the
"Evaluation Date"), the Company carried out an evaluation of
the effectiveness of the design and operation of the Company's
disclosure controls and procedures. This evaluation was
carried out under the supervision and with the participation
of the Company's management. Based upon that evaluation, the
Company's management concluded that the Company's disclosure
controls and procedures are effective. Disclosure controls and
procedures are controls and other procedures that are designed
to ensure that information required to be disclosed in the
Company's reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms. Disclosure
controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to
be disclosed in the Company's reports filed under the Exchange
Act is accumulated and communicated to management, including
the Company's management, as appropriate, to allow timely
decisions regarding required disclosures.
(b) Changes in internal controls.
There were no significant changes in the Company's internal
controls or in other factors that could significantly affect
the Company's internal controls subsequent to the Evaluation
Date, nor any significant deficiencies or material weaknesses
in such internal controls requiring corrective actions.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings:
None.
Item 5. Other Information:
None.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
3.1 Articles of Incorporation of the Registrant
(Incorporated herein by reference to the Exhibits to
Registrant's Registration Statement No. 33-49520 on
Form S-11 filed July 10, 1992).
3.2 By-Laws of the Registrant (Incorporated herein by
reference to the Exhibits to Registrant's
Registration Statement No. 33-49520 on Form S-11
filed July 10, 1992).
4.1 Form of Trust Agreement dated July 1, 1992,
(Incorporated herein by reference to Exhibits to
Registrant's Registration Statement No. 33-49520 on
Form S-11 filed July 10, 1992).
4.2 Standard Terms to Trust Agreement dated July 1, 1992
(Incorporated herein by reference to the Exhibits to
Registrant's Registration Statement No. 33-49520 on
Form S-11 filed July 10, 1992).
4.3 Copy of Series 1992-1 Trust Agreement dated as of
August 1, 1992, among Registrant, Ryland Mortgage
Company, as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated herein
by reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed September 4, 1992).
4.4 Copy of Series 1992-2 Trust Agreement dated as of
September 1, 1992, among Registrant, Ryland Mortgage
Company, as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated herein
by reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed October 14, 1992).
4.5 Copy of Series 1992-3 Trust Agreement dated as of
October 1, 1992, among Registrant, Ryland Mortgage
Company, as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated herein
by reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed November 6, 1992).
4.6 Copy of Series 1992-4 Trust Agreement dated as of
November 1, 1992, among Registrant, Ryland Mortgage
Company, as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated herein
by reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed December 7, 1992).
4.7 Copy of Series 1992-6 Trust Agreement dated as of
December 1, 1992, among Registrant, Ryland Mortgage
Company, as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated herein
by reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed January 7, 1993).
4.8 Copy of the Series 1993-8 Trust Agreement dated as of
August 1, 1993, among Registrant, Ryland Mortgage
Company, as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated herein
by reference to the Exhibits to the Registrant's
Current Report on Form 8-K, filed September 3, 1993).
4.9 Standard Terms to Trust Agreement, dated August 1,
1993 (Incorporated herein by reference to the
Exhibits to the Registrant's Current Report on Form
8-K, filed September 3, 1993).
4.10 Copy of the Series 1993-10 Trust Agreement dated as
of October 1, 1993, among the Registrant, Ryland
Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the Exhibits to
the Registrant's Current Report on Form 8-K, filed
November 1, 1993).
4.11 Copy of the Series 1994-2 Trust agreement dated as of
January 1, 1994, among the Registrant, Ryland
Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the Exhibits to
the Registrant's Current Report on Form 8-K, filed
February 10, 1994).
4.12 Copy of the Series 1994-4 Trust Agreement dated as of
March 1, 1994, among the Registrant, Ryland Mortgage
Company, as Master Servicer, and Texas Commerce Bank
National Association, as Trustee (Incorporated herein
by reference to the Exhibits to the Registrant's
Current Report on Form 8-K, filed April 13, 1994).
4.13 Copy of the Series 1994-2 First Amendment to Trust
Agreement dated as of March 15, 1994, among the
Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National
Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed May 5, 1994).
4.14 Copy of the Series 1994-4 First Amendment to Trust
Agreement dated as of April 15, 1994, among the
Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National
Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed May 18, 1994).
4.15 Copy of the Series 1994-9 Trust Agreement, dated as
of June 1, 1994, by and among the Registrant, Ryland
Mortgage Company, as Master Servicer, and Texas
Commerce Bank National Association, as Trustee
(Incorporated herein by reference to the Exhibits to
the Registrant's Current Report on Form 8-K, filed
July 12, 1994).
4.16 Standard Terms to Trust Agreement (August 1994
Edition) (Incorporated herein by reference to the
Exhibits to the Registrant's Current Report on Form
8-K, filed September 13, 1994).
4.17 Copy of the Series 1994-2 Second Amendment to Trust
Agreement dated as of September 27, 1994, among the
Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National
Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed October 5, 1994).
4.18 Copy of the Series 1993-10 First Amendment to Trust
Agreement, dated as of October 7, 1994, by and among
the Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National
Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed October 13, 1994).
4.19 Standard Terms to Trust Agreement (Pool Insurance)
(October 1994 Edition) (Incorporated herein by
reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed November 10, 1994).
4.20 Copy of the Series 1993-8 First Amendment to Trust
Agreement, dated as of November 1, 1994, by and among
the Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National
Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed December 15, 1994).
4.21 Copy of the Series 1994-4 Second Amendment to Trust
Agreement, dated as of November 1, 1994, by and among
the Registrant, Ryland Mortgage Company, as Master
Servicer, and Texas Commerce Bank National
Association, as Trustee (Incorporated herein by
reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed December 15, 1994).
4.22 Copy of the September 1995 Edition of Standard Terms
to Trust Agreement (with Servicing Agreement for
Credit Sensitive Loans) (Incorporated herein by
reference to the Exhibits to the Registrant's Current
Report on Form 8-K, filed October 12, 1995).
99.1 Standard Provisions to Servicing Agreement (December
1992 Edition) (Incorporated herein by reference to
the Exhibits to Registrant's Registration Statement
No. 33-57204 on Form S-11 filed January 21, 1993).
99.2 Copy of the Support Fund Agreement, dated as of June
29, 1994 between Texas Commerce Bank National
Association, as Trustee, and Texas Commerce Bank
National Association, as Custodian (Incorporated
herein by reference to Exhibit to the Registrant's
Current Report on Form 8-K, filed July 11, 1994).
99.3 Copy of the Support Fund Agreement, dated as of
October 27, 1994 by and between SHF Corp. and Texas
Commerce Bank National Association, as Support Fund
Trustee (Incorporated herein by reference to Exhibit
to the Registrant's Current Report on Form 8-K, filed
November 10, 1994).
99.4 Copy of Financial Guaranty Insurance Policy No.
50306-N issued by Financial Security Assurance Inc.,
dated June 28, 1994, with respect to the Series
1994-9 Securities (Incorporated herein by reference
to Exhibit to the Registrant's Current Report on Form
10-K, filed March 21, 1995).
99.5 Copy of the Meritech Servicing Agreement dated
September 1, 1995 (Incorporated herein by reference
to Exhibit to the Registrant's Current Report on Form
8-K, filed October 12, 1995).
99.6 Copy of the Standard Terms to Meritech Servicing
Agreement for Saxon Mortgage Securities Corporation,
September 1995 Edition (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed October 12, 1995).
99.7 Copy of the Saxon Mortgage, Inc. Servicing Guide for
Credit Sensitive Loans, February 1995 Edition
(Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 8-K, filed
October 12, 1995).
99.8 Certification of Principal Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.9 Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None.
<page>
SIGNATURE
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 thereunto duly authorized.
DYNEX SECURITIES CORPORATION
Dated: May 14, 2003 By: /s/ Stephen J. Benedetti
------------------------------------
Stephen J. Benedetti
Executive Vice President,
Chief Financial Officer, and
Treasurer
(Principal Accounting Officer)
<page>
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen J. Benedetti, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dynex
Securities Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: May 14, 2002 By: /s/ Stephen J. Benedetti
--------------------------------------
Stephen J. Benedetti
Principal Executive Officer
<page>
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen J. Benedetti, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dynex
Securities Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: May 14, 2002 By: /s/ Stephen J. Benedetti
--------------------------------------
Stephen J. Benedetti
Chief Financial Officer
<page>
Exhibit 99.8
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Dynex Securities Corporation (the
"Company") on Form 10-Q for the quarter ending September 30, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Stephen J. Benedetti, the Principal Executive Officer of the Company, certify,
pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Dated: May 14, 2003 /s/ Stephen J. Benedetti
-------------------------------------------
Stephen J. Benedetti
Principal Executive Officer
<page>
Exhibit 99.9
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Dynex Securities Corporation (the
"Company") on Form 10-Q for the quarter ending September 30, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Stephen J. Benedetti, the Chief Financial Officer of the Company, certify,
pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Dated: May 14, 2003 By: /s/ Stephen J. Benedetti
-------------------------------------
Stephen J. Benedetti
Chief Financial Officer