2012-10-26T12:46:38-05:00 2012-06-30 113518842 MARKS PANETH & SHRON LLP 622 THIRD AVENUE NEW YORK NY 10017 990 2011-07-01 237148333 THE SCENIC HUDSON LAND TRUST INC SCEN 8454734440 ONE CIVIC CENTER PLAZA NO 200 POUGHKEEPSIE NY 12601 STEVEN ROSENBERG 8454734440 2012-10-26 1 ROBERT R LYONS CPA P00227472 2125038800 2011 2016-02-24 21:20:13Z STEVEN ROSENBERG ONE CIVIC CENTER PLAZA NO 200 POUGHKEEPSIE NY 12601 24031613 0 X WWW.SCENICHUDSON.ORG X 1936 NY SCENIC HUDSON IS DEDICATED TO PROTECTING AND RESTORING THE HUDSON RIVER, ITS RIVERFRONT AND THE MAJESTIC VISTAS AND WORKING LANDSCAPES BEYOND AS AN IRREPLACEABLE NATIONAL TREASURE FOR AMERICA AND A VITAL RESOURCE FOR RESIDENTS AND VISITORS. 14 13 0 0 0 0 10237057 5704234 0 0 7511785 7235315 16251 33797 17765093 12973346 361001 88596 0 0 108333 108333 0 0 20373 13462584 9944607 13931918 10141536 3833175 2831810 215478037 208615604 3336754 1943649 212141283 206671955 SCENIC HUDSON IS DEDICATED TO PROTECTING AND RESTORING THE HUDSON RIVER, ITS RIVERFRONT, ITS VALLEYS AND THE MAJESTIC VISTAS AND WORKING LANDSCAPES BEYOND AS AN IRREPLACEABLE NATIONAL TREASURE FOR AMERICA AND A VITAL RESOURCE FOR RESIDENTS AND VISITORS. 0 0 9377035 88596 THE SCENIC HUDSON LAND TRUST, INC. PROTECTS LAND THAT IS OF ECOLOGICAL, SCENIC, HISTORIC, AGRICULTURAL OR RECREATIONAL SIGNIFICANCE. SERVICES INCLUDE CREATING PUBLIC ACCESS TO THE LAND, PROMOTING APPROPRIATE COMPATIBLE USE OF LAND, AND EDUCATING THE PUBLIC ABOUT THE LAND'S SIGNIFICANCE. 9377035 1 1 0 0 0 0 1 0 0 1 1 1 0 1 0 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 0 0 0 1 14 0 0 0 1 EI CJ 0 0 0 0 0 0 0 0 X 14 13 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 NY PA NJ X X JOSEPH KAZLAUSKAS 8454734440 ONE CIVIC CENTER PLAZA SUITE 200 POUGHKEEPSIE NY 12601 X FREDERIC C RICH 1.00 X X 0 0 0 JAMES CLARK 1.00 X X 0 0 0 KRISTIN GAMBLE 1.00 X X 0 0 0 SIMON ROOSEVELT 1.00 X X 0 0 0 EDWARD O SULLIVAN 46.00 X X 0 310766 80300 WILLIAM M EVARTS JR 1.00 X 0 0 0 ROBERT P FREEMAN 1.00 X 0 0 0 GARY A GLYNN 1.00 X 0 0 0 JAMES C GOODFELLOW 1.00 X 0 0 0 MARJORIE HART 1.00 X 0 0 0 FRANK MARTUCCI 1.00 X 0 0 0 W PATRICK MCMULLAN 1.00 X 0 0 0 DAVID H MORTIMER 1.00 X 0 0 0 DAWN WATSON 1.00 X 0 0 0 JULIA HARTE WIDDOWSON 1.00 X 0 0 0 WHEELOCK WHITNEY III 1.00 X 0 0 0 STEVEN ROSENBERG 46.00 X 0 224683 74064 JOSEPH KAZLAUSKAS 42.00 X 0 192630 18183 ERIN RILEY 43.00 X 0 178495 23317 0 906574 195864 0 0 1 0 GREENSCAPE LAND DESIGN INC 100 REVOLUTIONARY DRIVE EAST TAUNTON MA 02718 LANDSCAPING 1258666 KEY INTERIORS LLC 327-329 MAIN STREET POUGHKEEPSIE NY 12601 PARK CONSTRUCTION 518787 HARRISON PARK ASSOCIATES INC 83 PARK LANE WEST HARRISON NY 10604 PARK CONSTRUCTION 349750 KIRCHHOFF-CONSIGLI 199 WEST ROAD SUITE 100 PLEASANT VALLEY NY 12569 PARK CONSTRUCTION 219017 MAPLE LEAF ASSOCIATES INC PO BOX 518 MAHOPAC NY 10541 PARK CONSTRUCTION 123165 6 3365205 2339029 207817 5704234 2994322 2994322 32644 0 32644 32644 32644 15299260 11058267 4240993 4240993 4240993 MISCELLANEOUS 900099 1153 1153 1153 12973346 0 0 7269112 88596 88596 108333 108333 18931 18931 50400 50400 500197 500197 245236 245236 1541 1541 87475 84719 2756 CONSERVATION EASEMENTS 3996804 3996804 LAND PROJECT EXPENSES 2223273 2223273 REIMB. TO SCENIC HUDSON 1555625 1474115 61137 20373 LOSS ON SALE OF LAND 1261988 1261988 3137 763 2374 10141536 9377035 744128 20373 191100 673456 6717557 7880676 7102891 3594670 319594 343083 59441 20220 0 39221 93272355 93530795 46467925 40984281 61406615 61569422 215478037 208615604 2296498 943649 40256 0 1000000 1000000 3336754 1943649 X 69477134 71827545 142664149 134844410 212141283 206671955 215478037 208615604 X 2831810 -8301138 X X 0 1 1 X 1 1 X X X 0 0 0 SCENIC HUDSON INC 132898799 LINE 7 1 1 1 1596129 1 1596129 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X X X X X 125 12262.80 2 0 1 1 1 2726.00 101194 1 139813186 32500 -1577174 6106500 132162012 119334599 47200 27050581 6619194 139813186 109332888 18073 17078766 7095128 119334599 145785873 97001 -29451114 7098872 109332888 0.01000 0.00000 0.99000 0 0 59441 20220 39221 39221 LIMITED PARTNERSHIPS - EQUITY SECURITIES 31437176 F ALTERNATIVE INVESTMENTS 9547105 F 40984281 LAND AREAS 59894802 DUE FROM RELATED PARTY 1674620 61569422 EXPLANATION OF EASEMENTS ENFORCEMENT POLICIES: PART II, LINE 5: THE ORGANIZATION(S) POLICIES ON CONSERVATION EASEMENT MONITORING AND VIOLATIONS CONFORM TO LAND TRUST ALLIANCE STANDARDS AND PRACTICES. THE POLICIES REQUIRE THAT EACH CONSERVATION EASEMENT IS MONITORED ANNUALLY BY A PHYSICAL INSPECTION OF THE PROPERTY. IF ANY VIOLATION OF THE CONSERVATION EASEMENT HAS OCCURRED, THE LANDOWNER IS NOTIFIED BY CERTIFIED LETTER OF THE VIOLATION. WHEN APPROPRIATE, THE LETTER OUTLINES CORRECTIVE MEASURES THAT WILL MITIGATE THE PROBLEMS. LEGAL ACTION, AUTHORIZED BY THE BOARD, MAY BE TAKEN IN THE EVENT THAT A LANDOWNER DISREGARDS THE TERMS OF THE EASEMENT AND/OR REFUSES TO TAKE CORRECTIVE MEASURES. DESCRIPTION OF HOW ORGANIZATION REPORTS CONSERVATION EASEMENTS: PART II, LINE 9: PURCHASED EASEMENTS ARE EXPENSED IN THE PERIOD ACQUIRED. DONATED CONSERVATION EASEMENTS ARE NOT RECORDED AS REVENUE OR EXPENSE BY THE ORGANIZATION. DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE LILA ACHESON AND DEWITT WALLACE HUDSON VALLEY LAND PRESERVATION ENDOWMENT (THE "WALLACE ENDOWMENT") IS A TERM ENDOWMENT THAT SHALL CONTINUE TO BE USED FOR THE PURPOSES OF ACQUIRING AND HOLDING LAND IN THE HUDSON RIVER VALLEY IN ORDER TO PRESERVE AND PROTECT SUCH LAND FOR THE BENEFIT OF THE PUBLIC, AND SECONDARILY FOR OTHER PURPOSES THAT ARE IN FURTHERANCE OF THE CONSERVATION OF THE SCENIC BEAUTY, HISTORIC VALUES, AND RESOURCES OF THE HUDSON RIVER VALLEY. THE BOARD OF DIRECTORS HAS ALSO ESTABLISHED A BOARD DESIGNATED EASEMENT ENFORCEMENT FUND AS A RESERVE TO PAY LEGAL AND OTHER EASEMENT ENFORCEMENT AND MONITORING COSTS THAT MAY BE INCURRED TO DEFEND THE ORGANIZATION'S CONTRACTUAL RIGHTS AND PRIVILEGES ESTABLISHED THROUGH CONSERVATION EASEMENTS OWNED. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: INCOME TAXES - THE ORGANIZATION HAD NO UNCERTAIN TAX POSITIONS AS OF JUNE 30, 2012 AND 2011 IN ACCORDANCE WITH ACCOUNTING STANDARDS CODIFICATION ("ASC") TOPIC 740, "INCOME TAXES," WHICH PROVIDES STANDARDS FOR ESTABLISHING AND CLASSIFYING ANY TAX PROVISIONS FOR UNCERTAIN TAX POSITIONS. THE ORGANIZATION IS NO LONGER SUBJECT TO FEDERAL OR STATE AND LOCAL INCOME TAX EXAMINATIONS BY TAX AUTHORITIES FOR THE YEAR ENDED JUNE 30, 2009 AND PRIOR YEARS. CENTRAL AMERICA AND THE CARIBBEAN 0 0 PASSIVE FOREIGN INVESTMENTS N/A EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PASSIVE FOREIGN INVESTMENTS N/A 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 FRIENDS OF WESTCHESTER COUNTY PARKS INC 25 MOORE AVENUE MT KISCO NY 10549 132937499 501(C)(3) 48092 0 N/A N/A RESTORATION OF THE KATHRYN DAVIS RIVERWALK CENTER AT KINGSLAND POINT PARK. SCENIC HUDSON INC 1 CIVIC CENTER PLAZA SUITE 200 POUGHKEEPSIE NY 12601 132898799 501(C)(3) 40504 0 N/A N/A OPERATING EXPENSES OF THE KATHRYN DAVIS RIVERWALK CENTER AT KINGSLAND POINT PARK. 2 0 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: PROJECTS ARE MONITORED BY SCENIC HUDSON STAFF. X X X X X 0 1 0 0 0 0 0 0 0 EDWARD O SULLIVAN 0 254314 0 50000 0 6452 0 76294 0 4006 0 391066 0 0 STEVEN ROSENBERG 0 199683 0 25000 0 0 0 55711 0 18353 0 298747 0 0 JOSEPH KAZLAUSKAS 0 172630 0 20000 0 0 0 8090 0 10093 0 210813 0 0 ERIN RILEY 0 153495 0 25000 0 0 0 7646 0 15671 0 201812 0 0 PART I, LINE 4B SCENIC HUDSON, INC. AND EDWARD SULLIVAN ENTERED INTO A LONG-TERM EMPLOYMENT AGREEMENT UNDER IRC SECTION 457(F). THE TERMS OF THE AGREEMENT RUN THROUGH DECEMBER 31, 2014 AT WHICH TIME MR. SULLIVAN WILL COMPLETE HIS COMMITMENT AND RECEIVE A ONE-TIME LUMP SUM PAYMENT OF $500,000. SINCE MR. SULLIVAN ALSO PROVIDES ESSENTIAL SERVICES TO THE SCENIC HUDSON LAND TRUST, INC. (THE "LAND TRUST"), THE LAND TRUST HAS AGREED TO PROVIDE SCENIC HUDSON, INC. WITH FUNDS SUFFICIENT TO ENABLE SCENIC HUDSON, INC. TO MAKE PAYMENTS DUE UNDER THE PLAN. ACCORDINGLY, THE LAND TRUST WILL RECOGNIZE THIS OBLIGATION OVER THE TERM OF THE AGREEMENT. DURING THE YEAR ENDED JUNE 30, 2012, THE LAND TRUST RECOGNIZED $62,500 OF EXPENSE RELATED TO THIS AGREEMENT. DURING THE YEAR ENDED JUNE 30, 2010, SCENIC HUDSON, INC. AND STEVEN ROSENBERG ENTERED INTO A LONG-TERM EMPLOYMENT AGREEMENT UNDER IRC SECTION 457(F). THE TERMS OF THE AGREEMENT RUN THROUGH MAY 29, 2016 AT WHICH TIME MR. ROSENBERG WILL COMPLETE HIS COMMITMENT AND RECEIVE A ONE-TIME LUMP SUM PAYMENT OF $275,000. SINCE MR. ROSENBERG ALSO PROVIDES ESSENTIAL SERVICES TO THE SCENIC HUDSON LAND TRUST, INC. (THE "LAND TRUST"), THE LAND TRUST HAS AGREED TO PROVIDE SCENIC HUDSON, INC. WITH FUNDS SUFFICIENT TO ENABLE SCENIC HUDSON, INC. TO MAKE PAYMENTS DUE UNDER THE PLAN. ACCORDINGLY, THE LAND TRUST WILL RECOGNIZE THIS OBLIGATION OVER THE TERM OF THE AGREEMENT. DURING THE YEAR ENDED JUNE 30, 2012, THE LAND TRUST RECOGNIZED $45,833 OF EXPENSE RELATED TO THIS AGREEMENT. SUPPLEMENTAL INFORMATION PART III FORM 990, SCHEDULE J, PART I, LINE 3: THE ORGANIZATION RELIED ON SCENIC HUDSON, INC. A RELATED ORGANIZATION, THAT USED THE FOLLOWING TO DETERMINE THE TOP MANAGEMENT OFFICIAL'S COMPENSATION: 1) COMPENSATION COMMITTEE; 2) INDEPENDENT COMPENSATION CONSULTANT; 3) FORM 990 OF OTHER ORGANIZATIONS; 4) COMPENSATION SURVEY OR STUDY; AND 5) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. X 30 207817 FAIR MARKET VALUE 0 1 0 FORM 990, PART VI, SECTION A, LINE 6 SCENIC HUDSON, INC. IS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A THE TOTAL NUMBER OF DIRECTORS SHALL INCLUDE THREE (3) PERSONS WHO SHALL SERVE EX OFFICIO, WITH FULL VOTING RIGHTS, IN THEIR CAPACITIES AS THE CHAIR, TREASURER AND PRESIDENT OF SCENIC HUDSON, INC.. THE REMAINING NUMBER OF DIRECTORS SHALL BE ELECTED BY THE SOLE MEMBER (SCENIC HUDSON, INC.) AT THE ANNUAL MEETING FORM 990, PART VI, SECTION A, LINE 7B THE FOLLOWING ACTIONS MAY BE TAKEN ONLY IF AUTHORIZED BY THE SOLE MEMBER (I) THE DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; (II) A PLAN OF MERGER OR CONSOLIDATION OF THE CORPORATION; AND (III) A PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS OF THE CORPORATION. THE SOLE MEMBER SHALL HAVE THE EXCLUSIVE POWER TO AMEND THE CORPORATION'S CERTIFICATE OF INCORPORATION AND BYLAWS FORM 990, PART VI, SECTION B, LINE 11 THE ORGANIZATION'S 990 IS REVIEWED BY THE FINANCE AND EXECUTIVE COMMITTEES AND DISCUSSED WITH THE FULL BOARD AT THE ANNUAL MEETING BEFORE THE RETURN IS FILED. PRINTED COPIES OF THE 990 ARE DISTRIBUTED TO THE FULL BOARD IN PREPARATION OF THE ANNUAL MEETING. COPIES OF THE 990 ARE AVAILABLE ON THE ORGANIZATION'S BOARD EXTRA-NET AND ON THE ORGANIZATION'S WEBSITE (WWW.SCENICHUDSON.ORG). FORM 990, PART VI, SECTION B, LINE 12C BOARD MEMBERS AND ALL STAFF ARE REQUIRED TO ANNUALLY REVIEW AND SIGN THE ORGANIZATION'S CONFLICT OF INTEREST POLICY. BOARD MEMBERS WHO MAY HAVE ANY REAL OR PERCEIVED CONFLICTS OF INTEREST ABSTAIN FROM DISCUSSION AND VOTING. CONFLICTS OF INTEREST INVOLVING STAFF SITUATIONS WHICH MAY ARISE (REAL OR PERCEIVED) ARE REVIEWED BY SENIOR MANAGEMENT. ISSUES INVOLVING EXECUTIVES ARE REVIEWED BY THE EXECUTIVE COMMITTEE AND/OR LEGAL COUNSEL. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION RELIED ON SCENIC HUDSON, INC., A RELATED ORGANIZATION, THAT DETERMINED THE EXECUTIVE COMPENSATION AS FOLLOW: EXECUTIVE COMPENSATION IS DETERMINED BY THE BOARD CHAIRMAN AND PRESIDENT IN CONSULTATION WITH THE HUMAN RESOURCES COMMITTEE OF THE BOARD. THIS COMMITTEE ENGAGES A THIRD PARTY COMPENSATION CONSULTANT WHO PROVIDES A MARKET ANALYSIS WITH RECOMMENDATIONS. THE COMMITTEE ALSO INCORPORATES FIRST HAND RESEARCH DATA ON COMPARABLE ORGANIZATIONS IN SCENIC HUDSON'S GEOGRAPHIC AREA IN THEIR RECOMMENDATIONS. FORM 990, PART VI, SECTION C, LINE 19 THE FOLLOWING CORPORATE GOVERNANCE DOCUMENTS ARE AVAILABLE TO THE PUBLIC ON THE ORGANIZATION'S WEBSITE (HTTP://WWW.SCENICHUDSON.ORG/WHATYOUCANDO/DONATE/GOVERNANCEDOCUMENTS): * FORM 990 * AUDITED FINANCIAL STATEMENTS * CERTIFICATE OF INCORPORATION * CORPORATE BY-LAWS * WHISTLEBLOWER POLICY * CONFLICT OF INTEREST POLICY AVERAGE HOURS PER WEEK: PART VII, SECTION A, COLUMN B: THE AVERAGE HOURS PER WEEK ARE THE TOTAL HOURS WORKED BY THE OFFICERS LISTED BELOW BETWEEN SCENIC HUDSON, INC. AND THE SCENIC HUDSON LAND TRUST, INC. THE ALLOCATION OF HOURS REPORTED IN PART VII, SECTION A, COLUMN B BETWEEN THESE RELATED ENTITIES IS AS FOLLOWS: EDWARD O. SULLIVAN - SCENIC HUDSON, INC. (39 HOURS) AND THE SCENIC HUDSON LAND TRUST, INC. (7 HOURS) STEVEN ROSENBERG - SCENIC HUDSON, INC. (16 HOURS) AND THE SCENIC HUDSON LAND TRUST, INC. (30 HOURS) JOSEPH KAZLAUSKAS - SCENIC HUDSON, INC. (33 HOURS) AND THE SCENIC HUDSON LAND TRUST, INC. (9 HOURS) ERIN RILEY - SCENIC HUDSON, INC. (42 HOURS) AND THE SCENIC HUDSON LAND TRUST, INC. (1 HOUR) CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -8,301,138. THE PROCESS OF OVERSEEING THE AUDIT AND SELECTION OF INDEPENDENT ACCOUNTANT FORM 990, PART XII, LINE 2C: HAS NOT BEEN CHANGED FROM THE PRIOR YEAR. CLARIFICATION RELATED TO NUMBER OF EMPLOYEES: FORM 990, PART I, LINE 5 AND PART V, LINE 1A: THE ORGANIZATION HAS NO EMPLOYEES OF ITS OWN AS THE MANAGEMENT OF THE ORGANIZATION IS PROVIDED BY SCENIC HUDSON, INC. SCENIC HUDSON, INC. IS REIMBURSED FOR THE PAYROLL AND OPERATING COSTS PAID ON BEHALF OF THE ORGANIZATION. BEACON WATERFRONT LLC ONE CIVIC CENTER PLAZA SUITE 200 POUGHKEEPSIE NY 12601 261107386 LIMITED LIABILITY COMPANY NY 5436 1545880 N/A HIGHLANDS BATTLESITE PROPERTIES LLC ONE CIVIC CENTER PLAZA SUITE 200 POUGHKEEPSIE NY 12601 020668682 LIMITED LIABILITY COMPANY NY 0 0 N/A SCENIC HUDSON INC ONE CIVIC CENTER PLAZA SUITE 200 POUGHKEEPSIE NY 12601 132898799 PROTECTING AND RESTORING THE HUDSON RIVER NY 501(C)(3) LINE 7 N/A 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 1 0 0 1 SCENIC HUDSON INC N 1555625 COST SCENIC HUDSON INC R 339886 CASH