2017-10-09T09:54:46-07:00 2016-12-31 FUOCO GROUP LLP 200 PARKWAY DRIVE SOUTH SUITE 302 HAUPPAUGE NY 11788 990 2016-01-01 205124665 SEACHANGE CAPITAL PARTNERS INC SEAC 2123361500 1385 BROADWAY 23RD FLOOR NEW YORK NY 10018 JOHN MACINTOSH PARTNER 2017-10-09 true Barry S Krostich CPA P00051586 6313601700 2016 2021-01-29 14:40:06Z 1594483 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 8 1 0 1440686 1335424 244780 251715 278 939 253 6405 1685997 1594483 720500 841365 0 737175 687809 0 41933 176889 145955 1634564 1675129 51433 -80646 2473507 2401165 25439 33414 2448068 2367751 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, SEACHANGE MAKES FLEXIBLE, HIGH-IMPACT LOANS TO NONPROFITS IN NEW YORK CITY THAT HAVE REAL ESTATE WORKING CAPITAL, OR EXPANSIO false false 1531433 841365 251715 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 2016, SeaChange was involved in 33 transactions across the SeaChange Lodestar Fund (21) and The New York Merger, Acquisition, and Collaboration Fund (NYMAC) (12), compared to 27 transactions in 2015. In 2016 and 2015, SeaChange had a staff of six full-time employees and one part time volunteer for 2015. 1531433 true true false false false true 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 true false false false false false false false false false false true 6 0 false 8 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 CHARLES T HARRIS III Director 1.00 0.00 X 0 0 0 MARK E REED III Trustee 10.00 0.00 X 0 0 0 DOUGLAS SMITH Chairman 1.00 0.00 X 0 0 0 W BOWMAN CUTTER Trustee 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 Chairman 1.00 0.00 X 0 0 0 Jessica Cavagnero Vice President 40.00 0.00 X 143091 0 15191 Heather S Gershen Vice President 40.00 0.00 X 88385 0 340 John Macintosh Partner 35.00 0.00 X 209115 0 12181 440591 27712 2 false true false 0 1335424 1335424 Advisory Consulting 541900 84921 84921 Management Fees 541610 166794 166794 251715 939 939 0 0 0 0 0 0 0 Other 900099 6405 6405 6405 1594483 251715 7344 841365 841365 0 0 0 209115 170468 20912 17735 0 382054 326114 55940 46988 39470 6108 1410 7774 6530 1011 233 41878 35178 5444 1256 0 7375 5476 1874 25 27750 9095 18612 43 0 0 0 11147 10241 686 220 0 2545 1882 509 154 4654 3444 931 279 0 92514 68460 18503 5551 15758 3151 1576 11031 0 0 0 0 4661 3449 932 280 5810 4299 1162 349 DUES AND SUBSCRIPTIONS 2696 539 270 1887 MISCELLANEOUS 2564 1894 514 156 Printing and Publications 1891 378 189 1324 RECOVERY ON UNCOLLECTIBLE -33410 -33410 0 1675129 1531433 101763 41933 791183 1024255 1077120 1022500 478489 181055 0 0 0 0 0 74796 46208 42477 32633 6384 9844 17502 17831 0 28031 89007 0 2 10465 2473507 2401165 25095 33413 344 1 25439 33414 X 1311786 1505301 1136282 862450 2448068 2367751 2473507 2401165 -80646 329 X X false true X true false X 2451454 640871 1049267 1440686 1335424 6917702 0 0 2451454 640871 1049267 1440686 1335424 6917702 4715364 2202338 712 1778 1122 278 939 4829 0 31648 1002 720 253 6405 40028 6962559 0.31630 0.37780 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2 80000 70000 10000 true true 15125 12944 2181 27352 19689 7663 9844 NYPRI Investment 89007 C Rounding 1 1 X 1665281 329 37059 37388 1627893 -33410 -33410 1594483 1745598 37059 37059 1708539 -33410 -33410 1675129 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 BHCARE INC 435 E MAIN ST ANSONIA CT 06401 222598799 20000 0 FACILITATE MERGER BETWEEN TWO ORGS. BOSTON HARBOR ALLIANCE 191ATLANTIC AVE BOSTON MA 02110 043268863 10000 0 FACILITATE MERGER BETWEEN TWO ORGS. CAPITAL FOR CHANGE 121 TREMONT STREET HARTFORD CT 06105 060842738 15000 0 FACILITATE MERGER BETWEEN TWO ORGS. COLLEGE SUMMIT 1763 COLUMBIA ROAD NW 2ND FL WASHINGTON DC 20009 522007028 200000 0 BUILDING CAPACITY OF SCHOOLS COLON CANCER ALLIANCE 1025 VERMONT AV NW STE 1066 WASHINGTON DC 20005 860947831 7500 0 FACILITATE MERGER BETWEEN TWO ORGS. DREAMYARD 1085 WASHINGTON AVE BRONX NY 10456 133759661 9000 0 BUILDING CAPACITY OF SCHOOLS Elderserve 215 West Breckinridge St Louisville KY 40203 616024140 15000 0 FACILITATE MERGER BETWEEN TWO ORGS. GODDARD RIVERSIDE 593 COLUMBUS AVE NEW YORK NY 10024 131893908 10000 0 FACILITATE MERGER BETWEEN TWO ORGS. GREATERNY 1385 BROADWAY FLR 23 NEW YORK NY 10018 474856357 152572 0 FACILITATE MERGER BETWEEN TWO ORGS. GREENHOPE 418 E 119TH STREET NEW YORK NY 10035 132813350 9000 0 FACILITATE MERGER BETWEEN TWO ORGS. HOSPITAL AUDIENCES INC 548 BROADWAY 3 NEW YORK NY 10012 136277895 70000 0 FACILITATE MERGER BETWEEN TWO ORGS. HUDSON RIVER HEALTHCARE 1200 BROWN STREET PEEKSKILL NY 10566 203842923 15000 0 FACILITATE MERGER BETWEEN TWO ORGS. International Music Foundatio 19835 HAMLIN ST Woodland Hills CA 91367 273655118 20000 0 FACILITATE MERGER BETWEEN TWO ORGS. JOE NYC 80 Broad Street Suite 203 New York NY 10004 475044823 45000 0 FACILITATE MERGER BETWEEN TWO ORGS. LA PIANA CONSULTING 5858 HORTON STREET SUITE 272 EMERYVILLE CA 94608 943323222 12500 0 FACILITATE MERGER BETWEEN TWO ORGS. MAP FOR NONPROFITS 2314 UNIVERSITY AVE W ST PAUL MN 55114 411479097 14000 0 FACILITATE MERGER BETWEEN TWO ORGS. MARKLUND 1 SOUTH 450 WYATT DRIVE GENEVA IL 60134 362652532 25000 0 FACILITATE MERGER BETWEEN TWO ORGS. MILE HIGH COMMUNITY LOAN FUND 1905 SHERMAN ST 325 DENVER CO 80203 841505466 10000 0 FACILITATE MERGER BETWEEN TWO ORGS. New Star Inc 1005 West End Ave Chicago IL 60411 237294685 10000 0 FACILITATE MERGER BETWEEN TWO ORGS. OLIVE CREST 2130 E 4TH ST STE 200 SANTA ANA CA 92705 952877102 15000 0 FACILITATE MERGER BETWEEN TWO ORGS. RIVANNA CONSERVATION ALLIANCE 108 5TH ST SE 206 CHARLOTTESVILLE VA 22902 520194008 7500 0 FACILITATE MERGER BETWEEN TWO ORGS. RIVERDALE NEIGHBORHOOD HOUSE 5521 MOSHOLU AVE BRONX NY 10471 131740024 12500 0 FACILITATE MERGER BETWEEN TWO ORGS. SHELTERING ARMS 500 BERGEN AVE BRONX NY 10455 133709095 35000 0 FACILITATE MERGER BETWEEN TWO ORGS. THE BRIDGE 248 W 108TH STREET NEW YORK NY 10025 131919799 40000 0 FACILITATE MERGER BETWEEN TWO ORGS. THE DOME PROJECT 486 AMSTERDAM AVENUE NEW YORK NY 10024 133060257 30000 0 FACILITATE MERGER BETWEEN TWO ORGS. 24 1 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 Vice President 143091 7000 8191 158282 John Macintosh Partner 209115 10250 1931 221296 Mark Reed Board Member 70000 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 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.