2013-11-15T14:09:46-06:00 2012-12-31 271728945 O'CONNOR DAVIES LLP ONE STAMFORD LANDING STAMFORD CT 06902 990 2012-01-01 205124665 SEACHANGE CAPITAL PARTNERS SEAC 2123361500 1385 BROADWAY 23RD FLOOR NEW YORK NY 100189238 MANAGEMENT 2123361500 2013-11-15 1 ROBIN STRONG P00713382 2033232400 2013-11-13 2012 2016-03-07 17:11:31Z JOHN MACINTOSH 1385 BROADWAY 23RD FLOOR NEW YORK NY 100189238 2483814 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. 4 4 7 0 0 0 2005026 2451454 0 0 1002 712 11050 31648 2017078 2483814 3612368 1738970 0 0 1520579 821148 0 0 125401 1748286 451089 6881233 3011207 -4864155 -527393 4859115 4404823 90784 96885 4768331 4307938 X SEE SCHEDULE O 0 0 2516382 1738970 31648 SEE SCHEDULE OSEACHANGE WAS ESTABLISHED TO FOCUS ON NONPROFIT ORGANIZATIONS IN EDUCATION AND YOUTH DEVELOPMENT SERVING LOW-INCOME YOUNG PEOPLE IN THE UNITED STATES. SEACHANGE BECAME OPERATIONAL 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. THE INITIAL FOCUS WAS ORGANIZING LARGE-SCALE CAPITAL AGGREGATION CAMPAIGNS IN PARTNERSHIP WITH ORGANIZATIONS WORKING IN K-12 EDUCATION AND YOUTH DEVELOPMENT ON BEHALF OF THE DISADVANTAGED. AS A NONPROFIT FIRM, WE HELPED FINANCE OUTSTANDING NONPROFITS WITH MULTI-MILLION-DOLLAR ROUNDS OF PHILANTHROPIC CAPITAL WHEN THEY DEMONSTRATED THEIR OPPORTUNITY, CAPACITY, AND AMBITION TO INCREASE THEIR IMPACT SIGNIFICANTLY. WE CONTINUE TO STEWARD THESE INVESTMENTS ON BEHALF OF OUR DONOR NETWORK AND INDIVIDUAL FUNDERS. OUR CURRENT WORK HAS EVOLVED IN RESPONSE TO CHANGES IN THE ENVIRONMENT, FEEDBACK FROM THE MARKET, AND REFLECTION ON OUR ACCOMPLISHMENTS AND CHALLENGES. AFTER A REFINEMENT IN THE MODEL WHICH TOOK EFFECT IN SEPTEMBER OF 2011, WE ARE A NONPROFIT MERCHANT BANK WHOSE MISSION IS TO ENABLE TRANSACTIONS THAT INCREASE THE IMPACT OF NONPROFITS AND OFFER LEVERAGE TO DONORS.FROM 2009 TO 2011, SEACHANGE ARRANGED APPROXIMATELY $12 MILLION IN FUNDING FOR THREE ORGANIZATIONS: UNCOMMON SCHOOLS, THE NEW TEACHER CENTER AND COLLEGE SUMMIT. SEACHANGE ALSO COMMITTED $1.0 MILLION TO NEW PROFIT FOR ITS PATHWAYS FUND APPLICATION TO THE SOCIAL INNOVATION FUND. SEACHANGE, ALTHOUGH NO LONGER ACTIVELY FUNDRAISING FOR THESE ORGANIZATIONS, CONTINUES TO MONITOR THE PERFORMANCE OF THEIR PROGRAMS IN ORDER TO FULFILL THE DONOR COMMITMENT OF ONGOING STEWARDSHIP OF THE ARRANGED FUNDING.IN 2012, SEACHANGE CONTINUED ITS WORK WITH THE LODESTAR FOUNDATION TO ENCOURAGE AND SUPPORT SENSIBLE COLLABORATIONS AMONG NONPROFIT ORGANIZATIONS. FROM INCEPTION THROUGH 2012, THE SEACHANGE-LODESTAR FUND HAS FUNDED $734,000 IN GRANTS TO 21 ORGANIZATIONS, WITH AN AVERAGE GRANT SIZE OF APPROXIMATELY $35,000.SEACHANGE LAUNCHED THE NEW YORK MERGER, ACQUISITION AND COLLABORATION FUND IN MARCH 2012 WITH THE SUPPORT OF FIVE LEADING NEW YORK AREA FOUNDATIONS, THE LODESTAR FOUNDATION AND A NUMBER OF HIGH NET WORTH INDIVIDUALS. OVER THE COURSE OF THE YEAR, NYMAC ORGANIZED FIVE FIELD-BUILDING EVENTS AND PARTICIPATED IN A NUMBER OF GROUP EVENTS ORGANIZED BY OTHERS. DURING 2012, NYMAC WAS INVOLVED IN 27 OPPORTUNITIES AND GRANTED $263,000.IN 2012, SEACHANGE WAS ACTIVE IN THREE ADVISORY SITUATIONS FOR COLLEGE POSSIBLE, GOOD SHEPHERD SERVICES, AND THE KUCETEKELA FOUNDATION. 2516382 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 4 0 7 1 0 0 0 0 0 0 0 0 0 0 X 4 4 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 5.00 X X 0 0 0 CHARLES T HARRIS III 1.00 X 0 0 0 SUZANNE LEHMAN 3.00 X 0 0 0 DOUGLAS SMITH 1.00 X 0 0 0 JOHN MACINTOSH 40.00 X 198886 0 33948 JENNIFER GOLDSTONE 40.00 X 198718 0 24306 SUE CHI 40.00 X 130313 0 20624 527917 0 78878 3 0 1 0 0 2451454 2451454 712 712 ADVISORY CONSULTING 541900 31648 31648 31648 2483814 31648 0 712 1738970 1738970 455857 320080 102323 33454 278854 213256 40989 24609 14184 10847 2085 1252 27918 21350 4104 2464 44335 33905 6517 3913 67000 38860 27470 670 19500 11310 7995 195 47136 27339 19326 471 147 29 15 103 39382 18378 5718 15286 87325 63747 16592 6986 50129 10026 5013 35090 3463 2528 658 277 7886 5757 1498 631 BAD DEBT EXPENSE 120000 120000 NET LOSS ON DISPOSAL OF 9121 9121 3011207 2516382 369424 125401 808696 280587 2645022 2403417 1329722 1698284 59225 6331 24433 8229 16450 16204 4859115 4404823 7534 11885 83250 85000 90784 96885 X 2069608 1234437 2698723 3073501 4768331 4307938 4859115 4404823 -527393 67000 0 X X 0 1 X 1 0 X 6021783 4549017 2592566 2005026 2451454 17619846 6021783 4549017 2592566 2005026 2451454 17619846 10529920 7089926 144393 752 1458 1002 712 148317 11050 31648 42698 17810861 42698 0.39810 0.48280 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 10195 6805 3390 14238 1424 12814 16204 X 2430814 67000 -120000 -53000 2483814 0 2483814 2882086 0 2882086 129121 129121 3011207 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: 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 2009. PART XI, LINE 2D - OTHER ADJUSTMENTS: BAD DEBT LOSSES ON UNCOLLECTIBLE PLEDGES -120,000. PART XII, LINE 4B - OTHER ADJUSTMENTS: BAD DEBT LOSSES ON UNCOLLECTIBLE PLEDGES 120,000. NET LOSS ON DISPOSAL OF PROPERTY AND EQUIPMENT 9,121. 1 UNCOMMON SCHOOLS INCORPORATED C/O RHF 826 BROADWAY 9TH FLOOR NEW YORK NY 10003 311488698 501(C)(3) 626000 REGIONAL EXPANSION OF SCHOOL BUILDINGS AND NUMBER OF STUDENTS SERVED. BHCARE INC C/O HARBOR HEALTH SERVICES INC 14 SYCAMORE WAY BRANFORD CT 06405 222598799 501(C)(3) 23750 TO FACILITATE A COLLABORATION BETWEEN TWO ORGANIZATIONS CHICAGO ALLIANCE TO END HOMELESSNESS 651 W WASHINGTON - SUITE 504 CHICAGO IL 60661 364272272 501(C)(3) 60000 TO FACILITATE A COLLABORATION BETWEEN TWO ORGANIZATIONS COLLEGE SUMMITT INC 1763 COLUMBIA ROAD NW - 2ND FLOOR WASHINGTON DC DC 20009 522007028 501(C)(3) 331470 TO ASSIST THE ORGANIZATION IN BUILDING THE CAPACITY OF SCHOOLS TO DRAMATICALLY INCREASE COLLEGE-GOING SCHOOL AND DISTRICT-WIDE. COALITION AGAINST CHILD ABUSE & NEGLECT 15 GRUMMAN ROAD WEST SUITE 900 BETHPAGE NY 11714 112630560 501(C)(3) 16250 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. DCI PUBLIC CHARTER SCHOOL CO WASHINGTON YU YING PUBLIC CHARTER SCHOOL 220 TAYLOR STREET NE WASHINGTON DC 20017 204464054 501(C)(3) 35000 TO SUPPORT THE COLLABORATION OF FOUR ORGANIZATIONS. THE EDUCATIONAL ALLIANCE 197 E BROADWAY NEW YORK NY 10002 135562210 501(C)(3) 20000 TO FACILITATE 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 FIVE ORGANIZATIONS. FRACTURED ATLAS 248 W 35TH STREET 10TH FLOOR NEW YORK NY 10001 113451703 501(C)(3) 15000 TO SUPPORT THE EXPLORATION OF A JOINTLY MANAGED RESEARCH AND POLICY INSTITUTE. HABITAT FOR HUMANITY SEATTLE-KING COUNTY 560 NACHES AVE SW SUITE 110 RENTON WA 98057 911342397 501(C)(3) 14000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. GOOD SHEPHERD SERVICES 305 SEVENTH AVE NEW YORK NY 10001 135598710 501(C)(3) 75000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. HELPPSI 373 PARK AVE SOUTH 7TH FL NEW YORK NY 10154 133464470 501(C)(3) 10000 TO SUPPORT THE EXPLORATION OF A MERGER BETWEEN TWO ORGANIZATIONS. MANHATTAN NEW MUSIC PROJECT 243 WEST 30TH STREET SUITE 500 NEW YORK NY 10001 133565438 501(C)(3) 35000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. OPUS 118 HARLEM SCHOOL OF MUSIC C/O KAUFMAN MUSIC CTR 129W 67TH ST NEW YORK NY 10023 133648982 501(C)(3) 55500 TO FACILITATE COLLABORATION BETWEEN TWO ORGANIZATIONS. OUR FAMILY SERVICES INC 2590 N ALVERNON WAY TUCSON AZ 85712 942598560 501(C)(3) 35000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. PCI-MEDIA IMPACT INC 777 UNITED NATION PLAZA 5TH FL NEW YORK NY 100173521 133280193 501(C)(3) 20000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. PROJECT FOR PRIDE IN LIVING ENTERPRISES 1179 15TH AVE SE MINNEAPOLIS MN 55414 237098388 501(C)(3) 25000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. PUBLIC EDUCATION & BUSINESS COALITION 600 GRAND STREET SUITE 525 DENVER CO 802031846 742357262 501(C)(3) 45000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. READING PARTNERS 106 LINDEN ST 202 OKLAND CA 94607 770568469 501(C)(3) 35000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. ST LOUIS ARC INC 117 N WARSON ROAD ST LOUIS MO 63132 430718811 501(C)(3) 15000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. VIRGINIA REPERTORY THEATRE 114 WEST BROAD ST RICHMOND VA 23220 510159357 501(C)(3) 37000 TO FACILITATE A MERGER BETWEEN TWO ORGANIZATIONS. YOUNG AUDIENCES NEW YORK INC ONE E 53RD STREET 8TH FL NEW YORK NY 10022 131997754 501(C)(3) 50000 TO FACILITATE COLLABORATION BETWEEN TWO ORGANIZATIONS. 22 0 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, 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 198886 0 0 0 0 0 19999 0 13949 0 232834 0 0 0 JENNIFER GOLDSTONE 198718 0 0 0 0 0 20000 0 4306 0 223024 0 0 0 SUE CHI 130313 0 0 0 0 0 11000 0 9624 0 150937 0 0 0 ORGANIZATION'S MISSION FORM 990, PART III, LINE 1: 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. OVERSIGHT OF THE AUDIT PART XI, LINE 2C EXPLANATION 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.