UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 2005
Commission file number: 333-124562-02
Stanwich Asset Acceptance Company, LLC (as Depositor under
the Pooling, and Servicing Agreement dated as of
October 1, 2005, providing for, the issuance of Carrington
Mortgage Loan Trust, Series 2005-NC5 Asset Backed
Pass-Through Certificates Series 2005-NC5
(Exact name of Registrant as specified in its Charter)
Delaware 20-2698835
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
Nine Greenwich Office Park
Greenwich, Connecticut 06831
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(203) 661-6186
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [] No[X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [] No[X]
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 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 the Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of the
Form 10-K or any amendment to this Form 10-K. [x]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [ ] No [x]
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the of the last business day of
the registrant's most recently completed second fiscal quarter
Not Applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of December 31, 2005.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
ITEM 1. Business.
Not Applicable.
ITEM 2. Properties.
Not Applicable.
ITEM 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings
involving the trust created under the Pooling and Servicing Agreement
(the Trust), the Trustee, the Servicer or the registrant.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder
Matters and Issuer Purchases of Equity Securities.
The Trust does not issue stock.
(a) There is currently no established public trading market for
Registrant's certificates. Registrant believes the Certificates
are traded primarily in intra-dealer markets and non-centralized
inter-dealer markets.
(b) As of December 31, 2005 the number of registered holders of all
classes of certificates was 12.
(c) Not Applicable
ITEM 6. Selected Financial Data.
Not Applicable.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not Applicable.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
ITEM 8. Financial Statements and Supplementary Data.
Not Applicable.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
ITEM 9A Controls and Procedures
Not Applicable.
ITEM 9B. Other Information.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable.
ITEM 11. Executive Compensation.
Not Applicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
Security ownership of certain beneficial owners. Under the Pooling
and Servicing Agreement governing the Trust, the holders of the
Certificates generally do not have the right to vote and are prohibited
from taking part in management of the Trust. For purposes of this Item
and Item 13 only, however, the Certificateholders are treated as "voting
security" holders.
As of December 31, 2005, the following are the only persons known to the
Registrant to be the beneficial owners of more than 5% of any class of
voting securities:
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS A-1
$498,372,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS A-2
$494,162,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS A-3
$39,345,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS M-1
$52,400,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS M-2
$49,041,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS M-3
$32,918,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS M-4
$24,185,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS M-5
$23,513,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS M-6
$20,826,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS M-7
$16,123,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS M-8
$18,139,000
100.0%
CEDEFAST
CEDE & CO FAST
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NEW YORK, 10274
SERIES 2005-NC5
CLASS M-9
$16,123,000
100.0%
ITEM 13. Certain Relationships and Related Transactions.
None.
ITEM 14. Principal Accountant Fees and Services.
Not Applicable.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a) List the following documents filed as a part of this Annual
Report on Form 10-K:
(1) All financial statements:
Monthly Remittance Statement to the Certificateholders dated
as of November 25, 2005, and filed with the Securities and
Exchange Commission on Form 8-K on December 07, 2005.
Monthly Remittance Statement to the Certificateholders dated
as of December 27, 2005, and filed with the Securities and
Exchange Commission on Form 8-K on December 30, 2005.
(2) Not Applicable.
(3) Exhibit 31 Section 302 Certification
Exhibit 99.1 Servicer's Annual Statement of Compliance for
Year End December 31, 2005.
Exhibit 99.2 Servicer's Annual Independent Accountant's Report
For Year End December 31, 2005.
(b) See (a)(1) above.
(c) Not Applicable.
SIGNATURE
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.
NEW CENTURY MORTGAGE CORPORATION,
as Servicer on behalf of the Registrant
By: /s/ Kevin Cloyd
Name: Kevin Cloyd
Title: Executive Vice President
Date: March 29, 2006
EXHIBIT INDEX
Exhibit Document
31 Section 302 Certification.
99.1 Servicer's Annual Statement of Compliance for Year End
December 31, 2005.
99.2 Report Servicer's Annual Independent Accountant's Report
For Year End December 31, 2005.