2018-11-01T09:09:07-07:00 2017-12-31 200268717 FUOCO GROUP LLP 200 PARKWAY DRIVE SOUTH SUITE 302 HAUPPAUGE NY 11788 990 2017-01-01 205124665 SEACHANGE CAPITAL PARTNERS INC SEAC 2123361500 1385 BROADWAY 23RD FLOOR NEW YORK NY 10018 JOHN MACINTOSH PARTNER 2018-11-01 true Barry S Krostich CPA P00051586 6313601700 2017 2019-02-21 02:37:17Z 1756580 false false X www.seachangecap.org X 2006 DE SEACHANGE CAPITAL PARTNERS' MISSION IS TO ENABLE TRANSACTIONS THAT INCREASE THE IMPACT OF NON-PROFITS WHILE OFFERING LEVERAGED FUNDING OPPORTUNITIES FOR DONORS. 9 9 7 1 0 1335424 1403855 251715 346365 939 4680 6405 1680 1594483 1756580 841365 282129 0 687809 714705 0 50660 145955 285945 1675129 1282779 -80646 473801 2401165 2881054 33414 46618 2367751 2834436 SEACHANGE CAPITAL PARTNERS' MISSION IS TO ENABLE TRANSACTIONS THAT INCREASE THE IMPACT OF NONPROFITS WHILE OFFERING LEVERAGED FUNDING OPPORTUNITIES FOR DONORS. FOR SEACHANGE, TRANSACTIONS INCLUDE MERGERS, ACQUISITIONS, RESTRUCTURINGS, SPIN-OFFS, FINANCINGS, RECAPITALIZATIONS, AND REAL ESTATE PROJECTS.WE FOCUS IN FOUR AREAS:IN NONPROFIT COLLABORATION, WE SUPPORT ORGANIZATONS THAT ALREADY HAVE A SERIOUS INTEREST IN COMING TOGETHER - OR IN EXPLORING HOW THEY MIGHT - BY COVERING A PORTION OF THE COSTS OF EXPLORING OR COMPLETING THE TRANSACTION. WE MANAGE TWO FUNDS - THE SEACHANGE-LODESTAR FUND FOR NONPROFIT COLLABORATION AND THE NEW YORK MERGER, ACQUISITION, AND COLLABORATION FUND - THAT MAKE GRANTS TO ENCOURAGE AND SUPPORT MERGERS, ACQUISITIONS, JOINT-VENTURES, AND OTHER TYPES OF FORMAL, LONG-TERM COLLABORATIONS BETWEEN NONPROFITS.IN ALLIANCE WITH THE CONTACT FUND AND NEW YORK POOLED PRI FUND, SEACHANGE MAKES FLEXIBLE, HIGH-IMPACT LOANS TO NONPROFITS IN NEW YORK CITY THAT HAVE REAL ESTATE false false 1016197 282129 346365 SeaChange's mission is to enable transactions that increase the impact of nonprofit organizations while offering leveraged funding opportunities for donors. These transactions include: mergers, acquisitions, joint-ventures, and other types of partnerships and alliances (collectively, "collaborations"); growth capital campaigns; and spin-offs, divestments, restructuring, and real estate project of various types. We facilitate transactions by making grants, loans, and investments from our funds, by providing advisory services, and by "making markets" within our network. We focus only on situations where there is a benefit to our playing an intermediary role. Our principal asset is a network of foundations, individuals, nonprofits and public entities that trust us to make strategic grants and investments, provide advice and analysis, synthesize and flow information, and manage potential conflicts of interest.SeaChange launched in early 2008 with support from the Bill & Melinda Gates Foundation, Omidyar Network, the William and Flora Hewlett Foundation, the Surdna Foundation, Goldman Sachs, and a group of individual philanthropists. After an initial focus in education and youth development through the Catalyst Fund (2008-2016), SeaChange expanded into mergers and collaboration with the SeaChange-Lodestar Fund for Nonprofit Collaboration (2009-present) and the New York Merger Acquisition and Collaboration Fund (2012-present); into credit with the Contact Fund (2013-present); and into impact-investment with the New York Pooled PRI Fund (2014-present). The New York Pooled PRI Fund is a Delaware Limited Liability Company exempt from registration as an Investment Company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). SeaChange serves as the Managing Member of The New York Pooled PRI Fund. The Contact Fund is a New York Limited Liability company exempt from registration as an investment company under the U.S. securities law. SeaChange manages the Contact Fund pursuant to a management services agreement. The New York Merger, Acquisition, and Collaboration Fund, the Catalyst Fund, and the SeaChange-Lodestar Fund for Nonprofit Collaboration are grant-making programs of SeaChange that are referred to as "funds" because each has a distinct set of philanthropic funders to whom certain governance rights have been granted. None of these three programs are distinct legal entities, nor are any subject to the Investment Company Act.) In 2011, we began providing Advisory Services in response to requests from nonprofits and funders. In 2015, SeaChange became the fiscal sponsor of Greater NY, which pairs corporate executives with nonprofit executives for two-year partnerships to focus on the strategic business issues which will keep New York nonprofits strong in a quickly changing business environment. Our work will continue to evolve in response to changes in the environment, feedback from the market, and reflection on our accomplishments and challenges.During 2017, SeaChange was involved in 33 transactions across the SeaChange Lodestar Fund (12) and The New York Merger, Acquisition, and Collaboration Fund (NYMAC) (21), compared to 33 transactions in 2016. SeaChange had a staff of four full-time employees and six full-time employees in 2017 and 2016, respectively. 1016197 true true false true false true false false false false true false true false false true true false false false false false false false false false false true false true false false false false false false false false false false true false false false false false false false false false true 3 0 false 7 false false false false false false false false false 0 false false false false false false false false false false X 9 9 false false false false false false false true true false false true true true true true true true true false NY X JOHN MACINTOSH 2123361500 1385 BROADWAY 23RD FLOOR NEW YORK NY 100189238 X MARK E REED III Trustee 10.00 0.00 X 0 0 0 W BOWMAN CUTTER Treasurer 1.00 0.00 X 0 0 0 GEORGIA LEVENSON KEOHANE Trustee 1.00 0.00 X 0 0 0 DAVID KUHNS Trustee 1.00 0.00 X 0 0 0 MARGARET CROTTY Trustee 1.00 0.00 X 0 0 0 TAYLOR KUSHNER Trustee 1.00 0.00 X 0 0 0 GARY SYMAN Trustee 1.00 0.00 X 0 0 0 DOUGLAS SMITH Chairman 1.00 0.00 X 0 0 0 Jessica Cavagnero Partner 40.00 0.00 X 141922 0 8365 Alice Naude Vice President 40.00 0.00 X 88340 0 4250 John Macintosh Partner 35.00 0.00 X 161367 0 9656 391629 22271 2 false true false 0 1403855 1403855 Advisory Consulting 541900 25715 25715 Management Fees 541610 320650 320650 346365 4680 4680 0 0 0 0 0 0 0 Other 900099 1680 1680 1680 1756580 346365 6360 282129 282129 0 0 0 161367 131514 16137 13716 0 453101 384638 63744 4719 45981 38624 5978 1379 8053 6765 1047 241 46203 38811 6006 1386 0 3270 2428 831 11 24181 9044 15095 42 0 0 0 94350 26783 66497 1070 0 1688 1249 338 101 11696 8655 2339 702 0 93914 69496 18783 5635 25555 5110 2556 17889 0 0 0 0 6395 4732 1278 385 5562 4116 1112 334 PAYROLL SERVICE FEE 13419 13419 Printing and Publications 2124 425 212 1487 DUES AND SUBSCRIPTIONS 2085 417 208 1460 MISCELLANEOUS 1706 1261 342 103 0 1282779 1016197 215922 50660 1024255 1358065 1022500 847111 181055 266191 0 0 0 50000 0 46208 83588 47143 39027 9844 8116 17831 19965 0 89007 224007 0 10465 24011 2401165 2881054 33413 39743 6875 1 33414 46618 X 1505301 1647255 862450 1187181 2367751 2834436 2401165 2881054 X 473801 2134 -9250 X X false true X true false X 640871 1049267 1440686 1335424 1403855 5870103 0 0 640871 1049267 1440686 1335424 1403855 5870103 1810009 4060094 1778 1122 278 939 4680 8797 0 1002 720 253 6405 1115 9495 5888395 0.68950 0.31630 X false false 1282779 1282779 203278 50820 false 242421 231728 233756 203278 911183 1366775 60605 57932 58439 50820 227796 341694 10000 true true 15125 14189 936 32018 24838 7180 8116 224007 X 1961325 2134 202611 204745 1756580 1756580 1485390 202611 202611 1282779 1282779 Part X : FIN48 Footnote SEACHANGE RECOGNIZES THE EFFECT OF INCOME TAX POSITIONS ONLY WHEN THEY ARE MORE LIKELY THAN NOT TO BE SUSTAINED. MANAGEMENT HAS DETERMINED THAT SEACHANGE HAD NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE FINANCIAL STATEMENT RECOGITION OR DISCLOSURE. SEACHANGE IS NO LONGER SUBJECT TO EXAMINATIONS BY THE APPLICABLE TAXING JURIDICTIONS FOR PERIODS PRIOR TO 2013. true BONNIE J ADDARIO LUNG CANCER 1100 INDUSTRIAL ROAD STE 1 SAN CARLOS CA 94070 15000 0 FACILITATE MERGER BETWEEN TWO ORGS. Center for Community Alternat 25 Chapel St 701 Brooklyn NY 11201 6500 0 FACILITATE MERGER BETWEEN TWO ORGS. CENTER FOR WORKING FAMILIES 477 WINDSOR STREET STE 101 ATLANTA GA 30312 10000 0 FACILITATE MERGER BETWEEN TWO ORGS. Common Impact 195 Montague St Brooklyn NY 11201 5625 0 FACILITATE MERGER BETWEEN TWO ORGS. CONSERVING CAROLINA 847 CASE STREET HENDERSONVILLE NC 28792 10000 0 FACILITATE MERGER BETWEEN TWO ORGS. DAY SPRING 3430 DAY SPRING COURT LOUISVILLE KY 40213 30000 0 FACILITATE MERGER BETWEEN TWO ORGS. Fortune Society 2976 Northern Blvd Long Island Cty NY 11101 6500 0 FACILITATE MERGER BETWEEN TWO ORGS. METROPOLITAN COLLEGE OF NY 60 WEST STREET NEW YORK NY 10006 5479 0 FACILITATE MERGER BETWEEN TWO ORGS. NATURAL RESOURCES FOUNDATION 116 KING STREET MADISON WI 53703 9150 0 FACILITATE MERGER BETWEEN TWO ORGS. NYATEP 540 BROADWAY 5TH FLR ALBANY NY 12207 8500 0 FACILITATE MERGER BETWEEN TWO ORGS. PEN AMERICA 588 BROADWAY STE 303 NEW YORK NY 10012 20000 0 FACILITATE MERGER BETWEEN TWO ORGS. RACE FORWARD 32 BROADWAY STE 1801 NEW YORK NY 10004 15000 0 FACILITATE MERGER BETWEEN TWO ORGS. Taproot Foundation 40 Worth Street Suite 601 New York NY 10013 5625 0 FACILITATE MERGER BETWEEN TWO ORGS. THE V FOUNDATION FOR CANCER 14600 WESTON PARKWAY CARY NC 27513 10000 0 FACILITATE MERGER BETWEEN TWO ORGS. YAI 460 W 34th St 11th Floor New York NY 10001 100000 0 FACILITATE MERGER BETWEEN TWO ORGS. 4 11 Grantmaker's Description of How Grants are Used EACH GRANTEE AND SEACHANGE AGREE TO TERMS ABOUT SEMI-ANNUAL REPORTING BY THE GRANTEE TO SEACHANGE ABOUT THE PROGRESS OF THE GRANTEE TOWARD ITS GOALS UNDER THE GRANT. MEMBERS OF SEACHANGE'S PROGRAM TEAM MONITOR THIS PROGRESS. THEY REPORT TO THE SEACHANGE BOARD AT EACH BOARD MEETING ABOUT ONGOING USE OF GRANT FUNDS.NORMAL PROCEDURES ALSO INCLUDE REVIEW OF FINANCIALS, STAFF AND STAKEHOLDER INTERVIEWS, MULTIPLE SITE VISITS, AND AN ECOSYSTEM SURVERY. X X X false false false false false false false false false false Jessica Cavagnero Partner 141922 7000 1365 150287 John Macintosh Partner 161367 7842 1814 171023 Mark Reed Board Member 120000 Donation false Form 990, Part VI, Line 1a: Explanation of Delegated Broad Authority to Committee THE BOARD OF DIRECTORS CONSISTS OF THE CHAIR AND 8 OTHER VOTING MEMBERS. THE SECRETARY AND TREASURER POSITIONS, WHICH SUPPORT THE BOARD, ARE NON-VOTING MEMBERS. CURRENTLY BOTH POSITIONS ARE HELD BY SEACHANGE PARTNERS. Form 990, Part VI, Line 11b: Form 990 Review Process KEY PERSONNEL COMPLETED THE COLLECTION OF DATA ON GOVERNANCE, AUDITED FINANCIALS, AND PROGRAM INFORMATION BEFORE SUBMITTING TO THE OFFICERS FOR REVIEW. THE OFFICERS MET WITH THE AUDITOR TO DISCUSS KEY ISSUES. THE CHAIR OF THE AUDIT COMMITTEE REVIEWED THE COMPLETED FINANCIALS WITH THE AUDITOR AND MET WITH THE OFFICERS TO DISCUSS KEY ISSUES.AN ELECTRONIC COPY OF THE 990 WAS SENT TO EACH MEMBER BY A PARTNER. BEFORE IT WAS FILED, EACH DIRECTOR, IN PARTICULAR THE CHAIRMAN OF THE BOARD AND THE CHAIR OF THE AUDIT COMMITTEE, AND EACH PARTNER WAS ASKED TO REVIEW THE 990 AND EITHER REQUEST CLARIFICATION OR CORRECTION OR APPROVE ITS FILING. AFTER THE 990 WAS FILED, AT THE NEXT BOARD MEETING THE 990 WAS ON THE BOARD'S AGENDA FOR DISCUSSION. Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts THE ORGANIZATION'S CORPORATE BYLAWS HAVE A CONFLICT-OF-INTEREST POLICY THAT ADDRESSES THE MATTER OF CONFLICTS IN THE WAY THAT MATTERS MOST IMPORTANTLY TO THE ORGANIZATION, THROUGH PARTICIPATION IN A DECISION ABOUT MAKING A GRANT TO AN ORGANIZATION WITH WHICH THE PARTICIPANT HAS EITHER A CONFLICTING RELATIONSHIP OR WHAT COULD BE SEEN AS A CONFLICTING RELATIONSHIP. THIS POLICY HAS BEEN ELABORATED ON IN A SUPPLEMENTARY MEMORANDUM FOR THE BOARD AND STAFF. Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management THE COMPENSATION FOR THE EXECUTIVE PARTNER IS ESTABLISHED BY THE BOARD. THE COMPENSATION FOR ALL OTHER EMPLOYEES IS ESTABLISHED BY THE EXECUTIVE PARTNER, WITH APPROVAL FROM THE CHAIRMAN OF THE BOARD. ALL SALARIES AND BENEFITS ARE BASED ON BENCHMARKING ABOUT COMPENSATION FOR COMPARABLE POSITIONS IN THE NONPROFIT SECTOR. Form 990, Part VI, Line 19: Other Organization Documents Publicly Available FINANCIAL STATEMENTS ARE AVAILABLE PUBLICLY THROUGH GUIDESTAR, on the organization's website, AS REQUIRED THROUGH NEW YORK STATE LAWS GOVERNING CHARITABLE ORGANIZATIONS. Other Changes In Net Assets Or Fund Balances - Other Decreases BAD DEBT = -$9250 Form 990, Part XII, Line 2: Change of Oversight or Selection Process OVER SIGHT OF THE AUDIT - THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR.