2016-10-11T09:50:02-07:00 2015-12-31 FUOCO GROUP LLP 200 PARKWAY DRIVE SOUTH SUITE 302 HAUPPAUGE NY 11788 990 2015-01-01 205124665 SEACHANGE CAPITAL PARTNERS INC SEAC 2123361500 1385 BROADWAY 23RD FLOOR NEW YORK NY 10018 JOHN MACINTOSH PARTNER 2016-10-11 true Barry S Krostich CPA P00051586 6313601700 2015 2017-02-10 21:41:12Z 1685997 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. 7 7 6 1 0 1049267 1440686 160472 244780 1122 278 720 253 1211581 1685997 1045734 720500 0 650740 737175 0 46821 151950 176889 1848424 1634564 -636843 51433 2735965 2473507 338553 25439 2397412 2448068 SEACHANGE CAPITAL PARTNERS' MISSION IT 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 ORGANIZATON 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 CONTRACT FUND, SEACHANGE MAKES FLEXIBLE, HIGH-IMPACT LOANS TO NONPROFITS IN NEW YORK CITY THAT HAVE REAL ESTATE WORKING CAPITAL, OR EXPANSIO false false 1448783 720500 244780 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, restructurings, 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 in 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. Investment Company. 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 2015 SeaChange was involved in 27 transactions across the SeaChange Lodestar Fund (13) and NYMAC (14), compared to 37 transactions in 2014. In 2015 and 2014, SeaChange had a staff of six full-time employees and one part time volunteer. SeaChange also works with outside consultants on an as-needed basis. 1448783 true true false false false false false false false false true false false false true 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 false false false false false false false false false false false true 4 0 false 6 false false false false false false false false false 0 false false false false false false false false false false X 7 7 false false false false false false false true true false false true true true true true true true true false CT NY X JOHN MACINTOSH 212-336-1500 2123361500 1385 BROADWAY 23RD FLOOR NEW YORK NY 100189238 GARY SYMAN Director 1.00 0.00 X X 0 0 0 CHARLES T HARRIS III Director 1.00 0.00 X 0 0 0 MARK E REED III Director 10.00 0.00 X 0 0 0 DOUGLAS SMITH Chairman 1.00 0.00 X 0 0 0 W BOWMAN CUTTER Director 1.00 0.00 X 0 0 0 GEORGIA LEVENSON KEOHANE Director 1.00 0.00 X 0 0 0 David Kuhns Director 1.00 0.00 X 0 0 0 JOHN MACINTOSH PARTNER 35.00 0.00 X 209200 0 22404 Jessica Cavagnero Vice President 40.00 0.00 X 124200 0 12607 Heather S Gershen Vice President 40.00 0.00 X 125696 0 12613 459096 47624 3 false true false 0 1440686 1440686 Advisory Consulting 541900 86789 86789 Management Fees 541610 157991 157991 244780 278 278 0 0 0 0 0 0 0 Other 900099 253 253 253 1685997 244780 531 720500 720500 0 0 0 231604 185283 23161 23160 0 505571 433944 72672 -1045 0 0 0 0 0 20500 20500 0 0 0 37538 25414 11685 439 0 2966 2195 593 178 6653 4923 1331 399 0 85545 63303 17109 5133 22370 4474 2237 15659 0 0 0 0 3451 2554 690 207 5875 4347 1175 353 DUES AND SUBSCRIPTIONS 2154 431 215 1508 MISCELLANEOUS 1633 1206 328 99 Printing and Publications 1044 209 104 731 Recovery (loss) on uncollectib -12840 -12840 0 1634564 1448783 138960 46821 666377 791183 1436777 1077120 600143 478489 0 0 0 0 0 4612 74796 34357 27971 8837 6386 19219 45533 0 0 0 0 2735965 2473507 25953 25095 312600 344 338553 25439 X 1231960 1311786 1165452 1136282 2397412 2448068 2735965 2473507 51433 -777 X X false true X true false X 2005026 2451454 640871 1049267 1440686 7587304 0 0 2005026 2451454 640871 1049267 1440686 7587304 4701878 2885426 1002 712 1778 1122 278 4892 0 11050 31648 1002 720 253 44673 7636869 322715 0.37780 0.46190 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 12586 10281 2305 21771 17690 4081 6386 Due to NY Pooled PRI 344 344 X 1672380 -777 -777 1673157 12840 12840 1685997 1716045 68641 68641 1647404 -12840 -12840 1634564 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 2012. Part XI, Line 4b: Other revenue amounts included on 990 but not included in F/S Recovery of uncollectible pledges $12840 true CAREER TRANSITIONS FOR DANCER 165 W 46TH STREET SUITE 701 NEW YORK NY 10036 133488203 501(C)(3) 15000 0 FACILITATE MERGER BETWEEN TWO ORGS. COLLEGE SUMMIT 1763 COLUMBIA ROAD NW 2ND FL WASHINGTON DC 20009 522007028 501(C)(3) 300000 0 BUILDING CAPACITY OF SCHOOLS CP ROCHESTER 3399 WINTON ROAD SOUTH ROCHESTER NY 14623 160743950 501(C)(3) 18750 0 FACILITATE MERGER BETWEEN TWO ORGS. EDWEEK 6935 ARLINGTON ROAD BETHESDA MD 20814 530246895 501(C)(3) 19000 0 FACILITATE MERGER BETWEEN TWO ORGS. FIFTH AVENUE COMMITTEE 621 DEGRAW STREET BROOKLYN NY 11217 112475743 501(C)(3) 27500 0 FACILITATE MERGER BETWEEN TWO ORGS. HENRY STREET SETTLEMENT 265 HENRY STREET NEW YORK NY 10002 131562242 501(C)(3) 10000 0 FACILITATE MERGER BETWEEN TWO ORGS. HOPE PROGRAM ONE SMITH STREET 4TH FLOOR BROOKLYN NY 11201 133268539 501(C)(3) 40000 0 FACILITATE MERGER BETWEEN TWO ORGS. JEWISH BOARD 135 WEST 50TH STREET 6TH FLR NEW YORK NY 10020 135564937 501(C)(3) 40000 0 FACILITATE PROGRAM TRANSFER OF ORG. LINCOLN SQUARE NEIGHBORHOOD 250 W 65TH STREET NEW YORK NY 10023 131825918 501(C)(3) 20000 0 FACILITATE MERGER BETWEEN TWO ORGS. LUNG CANCER RESEARCH FOUNDATI 155 EAST STREET SUITE 6H NEW YORK NY 10022 141935776 501(C)(3) 10000 0 FACILITATE MERGER BETWEEN TWO ORGS. MOCADA 80 HANSON STREET BROOKLYN NY 11217 113526774 501(C)(3) 15000 0 FACILITATE MERGER BETWEEN TWO ORGS. NECHAMA 4330 CEDAR LAKE RD STLOUIS PARK MN 55416 411998750 501(C)(3) 6000 0 FACILITATE MERGER BETWEEN TWO ORGS. NORTH PARK SLOPE 184 ELDRIDGE STREET NEW YORK NY 10002 135562374 501(C)(3) 30000 0 FACILITATE MERGER OF TWO ORGS. PATH 340 NORTH MADISON AVENUE LOS ANGELES CA 90004 953950196 501(C)(3) 10000 0 FACILITATE MERGER BETWEEN TWO ORGS. THE BRIDGE 248 W 108TH STREET NEW YORK NY 10025 131919799 501(C)(3) 17500 0 FACILITATE MERGER BETWEEN TWO ORGS. THE DOME PROJECT 486 AMSTERDAM AVENUE NEW YORK NY 10024 133060257 501(C)(3) 10000 0 FACILITATE MERGER BETWEEN TWO ORGS. THE DOOR 121 AVENUE OF THE AMERICAS NEW YORK NY 10013 136127348 501(C)(3) 75000 0 FACILITATE PROGRAM TRANSFER OF ORG. VOLUNTEER CONSULTING GROUP 55 WEST 39TH STREET 12N NEW YORK NY 10018 132708480 501(C)(3) 20000 0 FACILITATE MERGER BETWEEN TWO ORGS. 18 0 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 JOHN MACINTOSH PARTNER 209200 22404 231604 Form 990, Part VI, Line 1a: Explanation of Delegated Broad Authority to Committee THE BOARD OF DIRECTORS CONSISTS OF THE CHAIR AND 6 OTHER VOTING MEMBERS. THE SECRETARY AND TREASURER POSITIONS WHICH SUPPORT THE BOARD ARE NON-VOTING MEMBERS OF BOARD DISCUSSIONS. 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, UPON REQUEST AND AS REQUIRED THROUGH NEW YORK STATE LAWS GOVERNING CHARITABLE ORGANIZATIONS. GOVERNING DOCUMENTS ARE AVAILABLE UPON REQUEST ELECTRONICALLY OR IN THE SEACHANGE OFFICE. 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.