2014-11-17T14:54:19-06:00 2013-12-31 271728945 O'CONNOR DAVIES LLP 3001 SUMMER STREET 5TH FL EAST STAMFORD CT 06905 990 2013-01-01 205124665 SEACHANGE CAPITAL PARTNERS SEAC 2123361500 1385 BROADWAY 23RD FLOOR NEW YORK NY 100189238 MANAGEMENT PARTNER 2123361500 2014-11-17 1 ROBIN STRONG P00713382 2033232400 2014-11-12 2013 2015-11-30 17:44:51Z JOHN MACINTOSH 1385 BROADWAY 23RD FLOOR NEW YORK NY 100189238 805885 0 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. 5 5 5 0 0 0 2451454 640871 0 162234 712 1778 31648 1002 2483814 805885 1738970 1188080 0 0 821148 545992 0 0 55873 451089 348918 3011207 2082990 -527393 -1277105 4404823 3153857 96885 123844 4307938 3030013 X SEE SCHEDULE O 0 0 1666144 1188080 162234 SEE SCHEDULE OSEACHANGE'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 SPECIAL 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.FROM ITS LAUNCH THROUGH DECEMBER 2008, SEACHANGE CONCENTRATED ON CAPITALIZING ITSELF WITH FIVE YEARS OF OPERATING FUNDS IN ADVANCE OF BEGINNING ITS PROGRAMMATIC AND GRANT-MAKING ACTIVITIES. INITIAL SUPPORT CAME FROM THE BILL AND 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 COLLABORATIONS WITH THE SEACHANGE-LODESTAR FUND FOR NONPROFIT COLLABORATION (2009-PRESENT) AND THE NEW YORK MERGER ACQUISITION AND COLLABORATION FUND ("NYMAC", 2012-PRESENT); AND INTO CREDIT THROUGH OUR MANAGEMENT OF THE CONTACT FUND (2013-PRESENT). IN 2011, SEACHANGE BEGAN PROVIDING ADVISORY SERVICES IN RESPONSE TO REQUESTS FROM NONPROFITS AND FUNDERS. DURING 2013 SEACHANGE WAS INVOLVED IN 34 TRANSACTIONS ACROSS THE SEACHANGE-LODESTAR FUND (15), NYMAC (8), THE CONTACT FUND (7) AND ADVISORY SERVICES (4). IN 2014, SEACHANGE EXPECTS TO LAUNCH A NEW FUND FOR NEW YORK-FOCUSED FOUNDATIONS SEEKING TO MAKE PROGRAM RELATED INVESTMENTS ON A POOLED BASIS. 1666144 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 3 0 5 1 0 0 0 0 0 0 0 0 0 0 X 5 5 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY CT X JOHN MACINTOSH PARTNER 2123361500 1385 BROADWAY 23RD FLOOR NEW YORK NY 000189238 GARY SYMAN CHAIRMAN 5.00 X X 0 0 0 CHARLES T HARRIS III DIRECTOR 1.00 X 0 0 0 SUZANNE LEHMAN DIRECTOR 3.00 X 0 0 0 DOUGLAS SMITH DIRECTOR 1.00 X 0 0 0 MARK E REED III DIRECTOR 1.00 X 0 0 0 JOHN MACINTOSH PARTNER 40.00 X 207534 0 20801 207534 0 20801 1 0 1 0 0 640871 640871 ADVISORY CONSULTING 541900 88479 88479 MANAGEMENT FEE 541610 73755 73755 162234 1778 1778 OTHER 900099 1002 1002 1002 805885 162234 0 2780 1188080 1188080 228335 168968 31967 27400 262347 194136 63784 4427 18163 13441 4416 306 2519 1864 612 43 34628 25625 8419 584 33182 33182 16570 14569 1339 662 18478 10712 3146 4620 49982 36987 9996 2999 20297 4059 2030 14208 4635 3430 927 278 5774 4273 1155 346 BAD DEBT EXPENSE 200000 200000 2082990 1666144 360973 55873 280587 833129 2403417 1411641 1698284 874479 6331 3063 24433 12864 16204 11569 19976 4404823 3153857 11885 23844 85000 0 0 100000 96885 123844 X 1234437 1119045 3073501 1910968 4307938 3030013 4404823 3153857 -1277105 -820 0 X X 0 1 X 1 0 X 4549017 2592566 2005026 2451454 640871 12238934 4549017 2592566 2005026 2451454 640871 12238934 7414016 4824918 752 1458 1002 712 1778 5702 11050 31648 1002 43700 12288336 162243 0.39260 0.39810 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 10195 8593 1602 14238 4271 9967 11569 ASSETS RAISED ON BEHALF OF OTHERS LIABILITY 100000 100000 X 747072 -820 142007 -200000 -58813 805885 0 805885 2024997 142007 142007 1882990 200000 200000 2082990 PART X, LINE 2: 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 RECOGNITION OR DISCLOSURE. SEACHANGE IS NO LONGER SUBJECT TO EXAMINATIONS BY THE APPLICABLE TAXING JURISDICTIONS FOR PERIODS PRIOR TO 2010. PART XI, LINE 2D - OTHER ADJUSTMENTS: BAD DEBT LOSSES ON UNCOLLECTIBLE PLEDGES -200,000. PART XII, LINE 4B - OTHER ADJUSTMENTS: BAD DEBT LOSSES ON UNCOLLECTIBLE PLEDGES 200,000. 1 BRONX AIDS SERVICES 540 EAST FORDHAM ROAD BRONX NY 10458 133599121 501(C)3 30000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. CHICAGO CULTURAL ALLIANCE 70 LAKE STREET CHICAGO IL 60601 061801981 501(C)3 10000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. CITIWIDE HARM REDUCTION 226 EAST 144TH STREET BRONX NY 10451 134009817 501(C)3 30000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. COLLEGE SUMMIT INC 1763 COLUMBIA ROAD NW 2ND FLOOR WASHINGTON DC 20009 522007028 501(C)3 708088 TO ASSIST THE ORGANIZTION IN BUILDING THE CAPACITY OF SCHOOLS TO DRAMATICALLY INCREASE COLLEGE-GOING SCHOOL AND DISTRICT-WIDE. EAST BAY ASIAN YOUTH CENTER 2025 E 12TH STREET OAKLAND CA 94606 942925799 501(C)3 20000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. EPISCOPAL SOCIAL SERVICES 305 SEVENTH AVENUE NEW YORK NY 10001 133709095 501(C)3 50000 TO FACILITATE A COLLABORATION BETWEEN TWO ORGANIZATIONS. EVERYBODY WINS USA INC 20 WILLIAM STREET G25 WELLESLEY MA 02481 203526239 501(C)3 10000 TO FACILITATE A MERGER BETWEEN THREE ORGANIZATIONS. HAZON 125 MAIDEN LANE SUITE 8B NEW YORK NY 10038 131623922 501(C)3 12000 TO FACILITATE A COLLABORATION BETWEEN TWO ORGANIZATIONS. LITERACY VOLUNTEERS OF NEW JERSEY 224 MAIN ST METCHUN NJ 08840 521145384 501(C)3 10000 TO FACILITATE A COLLABORATION BETWEEN SIX ORGANIZATIONS. LITTLE FLOWER CHILDREN & FAMILY SERVICES OF NY 186 JORALEMON STREET BROOKLYN NY 11201 111633572 501(C)3 8750 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. NATIONAL ASSOCIATION FOR PARENTS WITH CHILDREN WITH VISUAL IMPAIRMENTS 15 W 65TH STREET NEW YORK NY 10023 742095442 501(C)3 11000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. NORTHLAKES COMMUNITY CLINIC 11128 N STATE HWY 77 HAYWARD WI 54843 352297925 501(C)3 20000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. NEW HOME START 27 W STEPHENSON STREET FREEPORT IL 61032 364143938 501(C)3 20000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. ORGANIZING NEIGHBORHOODS FOR EQUALITY NORTHSIDE 4648 N RACINE CHICAGO IL 60640 510137583 501(C)3 8000 TO HELP FUND THE COSTS OF A MERGER. PERSON TO PERSON 1864 POST ROAD DARIEN CT 68220 061422248 501(C)3 15000 TO FACILITATE A COLLABORATION BETWEEN TWO ORGANIZATIONS. PREGONES-TOURING PUERTORICAN THEATRE 571-575 WALTON AVENUE BRONX NY 10451 133266893 501(C)3 65000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. SACRAMENTO PHILHARMONIC ORCHESTRA ASSOCIATION INC 2617 K STREET SUITE 200 SACRAMENTO CA 95816 911841406 501(C)3 10000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. ST JOHN'S RESIDENCE FOR BOYS 150 BEACH 110TH STREET ROCKAWAY PARK NY 11694 113307242 501(C)3 8750 TO SUPPORT THE EXPLORATION OF A MERGER OF TWO ORGANIZATIONS. ST VINCENT DE PAUL SOCIETY OF JUNEAU 8617 TEAL STREET JUNEAU AK 99801 920125695 501(C)3 13000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. THE CHILDREN'S AID SOCIETY 105 EAST 22ND STREET NEW YORK NY 10010 135562191 501(C)3 5000 TO EXPLORE THE ACQUISITION OF ANOTHER ORGANIZATION. THE SUPPORT CENTER FOR NONPROFIT MANAGEMENT 42 BROADWAY 20TH FLOOR NEW YORK NY 100016008 223293680 501(C)3 25000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. THIRD SECTOR NEW ENGLAND 89 SOUTH STREET 7TH FLOOR BOSTON MA 02111 042261109 501(C)3 7950 TO SUPPORT THE CONVENING OF THE MONTESSORI LEADERS COLLABORATIVE. UNITED WAY OF BATTLE CREEK & KALAMAZOO 709 S WESTNEDGE AVENUE KALAMAZOO MI 49007 381846794 501(C)3 41667 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. VISITING NURSE HEALTH SERVICES 12565 WEST CENTER ROAD SUITE 100 OMAHA NE 68144 470690286 501(C)3 20000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. AMERICA'S PROMISE ALLIANCE 1110 VERMONT AVE NW SUITE 900 WASHINGTON DC 20005 541848713 501(C)3 5000 TO FACILITATE A MERGER OR COLLABORATION BETWEEN TWO ORGANIZATIONS. ASPIRE 9901 DERBY LANE WESTCHESTER IL 601543709 362654558 501(C)3 10000 TO FUND TECHNOLOGY COSTS. BE THE CHANGE INC 200 CLAREDON STREET 9TH FLOOR BOSTON MA 02116 260402451 501(C)3 5000 TO FACILITATE A MERGER OR COLLABORATION BETWEEN TWO ORGANIZATIONS. BLUE PLANET NETWORK PO BOX 3059 REDWOOD CA 94064 743050022 501(C)3 5000 TO HELP FUND THE COSTS OF A MERGER. 28 0 PART I, LINE 2: 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 MONITORING PROCEDURES ALSO INCLUDE REVIEW OF FINANCIALS, STAFF AND STAKEHOLDER INTERVIEWS, MULTIPLE SITE VISITS, AND AN ECOSYSTEM SURVEY. X X X X 0 0 0 0 0 0 0 0 0 JOHN MACINTOSH PARTNER 207534 0 0 0 0 0 18708 0 2093 0 228335 0 0 0 FORM 990, PART III, LINE 1: ORGANIZATION'S MISSION 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 ORGANIZATIONS 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, SEACHANGE MAKES FLEXIBLE, HIGH-IMPACT LOANS TO NONPROFITS IN NEW YORK CITY THAT HAVE REAL ESTATE, WORKING CAPITAL, OR EXPANSION-RELATED FINANCING NEEDS. IN ADVISORY SERVICES, WE PROVIDE FINANCIAL AND TRANSACTION-ORIENTED ADVISORY SERVICES TO NONPROFITS THAT ARE CONSIDERING, OR UNDERGOING, A SIGNIFICANT TRANSACTION. THESE SERVICES INCLUDE FINANCIAL ANALYSIS, FINANCIAL MODEL-BUILDING AND SCENARIO PLANNING, TERM SHEET DEVELOPMENT, AND TRANSACTION-SUPPORT. IN MARKET-MAKING, WE STRIVE TO "MAKE MARKETS" WITHIN OUR NETWORK BY CONNECTING PARTIES WITH COMPLEMENTARY GOALS. WE ALSO CONVENE GROUPS AROUND TOPICS OF COMMON INTEREST THAT SEEM LIKELY TO LEAD TO TRANSACTIONS. OUR VISION IS OF A PHILANTHROPIC MARKET WHERE INFORMATION FLOWS FREELY, FACILITATING GREATER IMPACT THROUGH INCREASED AND MORE EFFECTIVE GIVING, KNOWLEDGE SHARING, AND COORDINATED ACTION. FORM 990, PART VI, SECTION B, LINE 11 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. FORM 990, PART VI, SECTION B, LINE 11 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, SECTION B, LINE 12C 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, SECTION B, LINE 15 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, SECTION C, LINE 19 FINANCIAL STATEMENTS ARE AVAILABLE PUBLICLY THROUGH GUIDESTAR, AND 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. PART XI, LINE 2C EXPLANATION OVERSIGHT OF THE AUDIT. THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. FORM 990, PART VI, SECTION A, LINE 1: THE BOARD OF DIRECTORS CONSISTS OF THE CHAIR AND 3 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.