2020-11-09T19:16:19-06:00 2019-12-31 910189318 MOSS ADAMS LLP 101 SECOND STREET SUITE 900 SAN FRANCISCO CA 94105 990 2019-01-01 201588459 TIDES TWO RIVERS FUND TIDE 4155616400 PO BOX 29198 SAN FRANCISCO CA 94129 JUDITH HILL TREASURER/CFO 4155616400 2020-11-08 1 TRACY S PAGLIA P00366884 4159561500 2020-11-08 76.14.38.113 2020-11-08 15:06:32 PS P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 00C4359F54289D19625D58AABAD73364CEA05A5F 2019 2021-01-29 14:40:06Z TUTI B SCOTT PO BOX 29198 SAN FRANCISCO CA 94129 1520838 0 X WWW.TIDES.ORG X 2005 CA TIDES TWO RIVERS FUND ACTS AS A SUPPORTING ORGANIZATION TO TIDES FOUNDATION AND TIDES CENTER. 4 0 0 0 0 0 0 0 1461307 1471646 0 0 29960 49192 1491267 1520838 0 0 0 0 0 0 0 0 0 1380550 1168940 1380550 1168940 110717 351898 11448194 11209845 15815149 15349528 -4366955 -4139683 X THE SPECIFIC PURPOSES OF THIS CORPORATION INCLUDE CHARITABLE AND EDUCATIONAL ACTIVITIES EXCLUSIVELY TO SUPPORT TIDES FOUNDATION AND THE TIDES CENTER, INCLUDING, BUT NOT LIMITED TO, HOLDING AND MANAGING ASSETS TO SUPPORT SUCH ORGANIZATIONS BY (I) PROVIDING ECONOMICALLY, PROGRAMMATICALLY, AND ENVIRONMENTALLY SUSTAINABLE WORKPLACE FACILITIES AND VALUE-ADDED SOCIAL, REAL ESTATE AND ADMINISTRATIVE SERVICES TO CHARITABLE ORGANIZATIONS AND RELATED EDUCATIONAL ACTIVITIES, (II) THE MAKING OF GRANTS, DONATIONS, GIFTS AND CONTRIBUTIONS FROM THE NET INCOME OR ASSETS OF THIS CORPORATION, EXCLUSIVELY FOR CHARITABLE, RELIGIOUS, SCIENTIFIC, LITERARY, OR EDUCATIONAL PURPOSES, AND (III) INCLUDE ANY OTHER CHARITABLE AND EDUCATIONAL ACTIVITIES AS SHALL BE DETERMINED BY THE BOARD OF DIRECTORS TO BE APPROPRIATE. 0 0 1150438 0 1471646 TIDES TWO RIVERS FUND (TTRF) SERVES ITS EXEMPT FUNCTION BY OPERATING MULTI-TENANT NONPROFIT CENTERS AND PROVIDING VALUE-ADDED SERVICES TO NONPROFIT TENANTS TO BETTER ALLOW THEM TO ACCOMPLISH THEIR CHARITABLE MISSIONS. TTRF, ALONG WITH THREE OTHER NONPROFIT ORGANIZATIONS, PURCHASED OFFICE CONDOMINIUM SPACE AT 55 EXCHANGE PLACE IN DOWNTOWN MANHATTAN IN NEW YORK CITY. IN ITS CONDOMINIUM UNIT, TTRF CREATED A GREEN NONPROFIT CENTER, CALLED TIDES CONVERGE NEW YORK (FORMERLY THE THOREAU CENTER FOR SUSTAINABILITY), WHICH IT CONTINUES TO OPERATE. THIS FACILITY IS AIMED AT PRESERVING NONPROFIT TENANCY IN LOWER MANHATTAN, AS WELL AS CREATING STABLE, QUALITY WORK SPACE FOR ORGANIZATIONS WORKING FOR HEALTHY COMMUNITIES. 1150438 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 4 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CA NY X JUDITH HILL 4155616400 1012 TORNEY AVENUE SAN FRANCISCO CA 94129 KRISS DEIGLMEIER CHAIR / CEO THROUGH 7/2019 2.00 48.00 X X 0 442989 47862 TUTI B SCOTT CHAIR / CEO EFFECTIVE 7/2019 2.00 48.00 X X 0 184241 24909 JUDITH HILL TREASURER / CFO 2.00 48.00 X X 0 392155 45124 AMANDA KETON SECRETARY THROUGH 4/2019 2.00 48.00 X X 0 253833 27250 SUNEELA JAIN SECRETARY EFFECTIVE 4/2019 2.00 48.00 X X 0 258984 52592 DAVID SCHRAYER DIRECTOR 2.00 48.00 X 0 164879 29961 JENNIFER MARIE LANDIG ASSISTANT SECRETARY 2.00 48.00 X 0 119040 20227 0 1816121 247925 0 0 1 0 0 RENTAL INCOME 531120 1429459 1429459 TENANT SERVICES 531390 42187 42187 1471646 REFUNDS/REIMBURSEMENTS 900099 49192 49192 49192 1520838 1471646 0 49192 200 200 15000 15000 51326 51326 36382 36382 340656 340656 47 47 3474 3474 235447 235447 356213 356213 43838 43838 COMMON AREA EXPENSES 52226 52226 AMORT-COST OF ISSUANCE 18405 18405 LEASING COMMISSIONS 10674 10674 STATE REGISTRATIONS/FEE 3302 3302 1750 1750 1168940 1150438 18502 0 284911 317870 524590 32056 105141 70261 14503315 4486370 10259010 10016945 274542 256137 0 516576 11448194 11209845 49463 50273 28553 28553 6061218 5648563 9675915 9622139 15815149 15349528 X -4366955 -4139683 -4366955 -4139683 11448194 11209845 351898 -124626 0 X 0 1 X 1 0 X X 2 TIDES FOUNDATION 510198509 7 1 0 0 TIDES CENTER 943213100 7 1 0 0 2 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 0 PART IV, SECTION A, LINE 6: TIDES TWO RIVERS FUND OPERATES GREEN NONPROFIT CENTERS THAT PROVIDES AFFORDABLE QUALITY WORK AND PROGRAM SPACE FOR NONPROFITS WHOSE MISSION ALIGNS WITH THAT OF ITS SUPPORTED ORGANIZATIONS, TIDES FOUNDATION AND TIDES CENTER. 1710828 1710828 11779319 3845067 7934252 870759 500582 370177 35853 35853 0 106556 104868 1688 10016945 NOTES PAYABLE-RELATED ORGANIZATIONS 8843120 SECURITY DEPOSITS 187997 DUE TO RELATED ORGANIZATIONS 346669 INTEREST RATE SWAP LIABILITY 244353 9622139 X PART X, LINE 2: MANAGEMENT EVALUATED TIDES ORGANIZATIONS' TAX POSITIONS AND CONCLUDED THAT THEY HAD MAINTAINED THEIR TAX EXEMPT STATUS AND HAD TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE CONSOLIDATED FINANCIAL STATEMENTS. THEREFORE, NO PROVISION OR LIABILITY FOR INCOME TAXES HAS BEEN INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS. 0 0 0 0 0 0 0 0 0 KRISS DEIGLMEIER CHAIR / CEO THROUGH 7/2019 0 421645 0 20000 0 1344 0 20575 0 27287 0 490851 0 0 TUTI B SCOTT CHAIR / CEO EFFECTIVE 7/2019 0 184241 0 0 0 0 0 7295 0 17614 0 209150 0 0 JUDITH HILL TREASURER / CFO 0 360601 0 29574 0 1980 0 35087 0 10037 0 437279 0 0 AMANDA KETON SECRETARY THROUGH 4/2019 0 207681 0 0 0 46152 0 9385 0 17865 0 281083 0 0 SUNEELA JAIN SECRETARY EFFECTIVE 4/2019 0 230785 0 28002 0 197 0 30440 0 22152 0 311576 0 0 DAVID SCHRAYER DIRECTOR 0 154144 0 10144 0 591 0 8000 0 21961 0 194840 0 0 PART I, LINE 3 THE ORGANIZATION'S CEO IS COMPENSATED BY TIDES NETWORK, A RELATED ORGANIZATION AND THE CEO'S LEGAL EMPLOYER. THROUGH A COST SHARING ARRANGEMENT, TIDES TWO RIVERS FUND PAYS TIDES NETWORK AN ALLOCATED PORTION OF THE CEO'S TOTAL COMPENSATION. TIDES NETWORK UTILIZES THE FOLLOWING METHODS TO ESTABLISH COMPENSATION FOR THE CEO: INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE HUMAN CAPITAL COMMITTEE OF THE BOARD OF DIRECTORS. PART II, COLUMN (B)(III): INCLUDED WITHIN SCHEDULE J, PART II, COLUMN (B)(III) "OTHER REPORTABLE COMPENSATION" FOR AMANDA KETON IS A PAYOUT OF AN UNUSED PTO BALANCE AT THE TIME EMPLOYMENT CEASED. A PUBLIC FINANCE AUTHORITY 273866124 000000000 2018-09-20 6156508 REFUND BOND DATED 12/24/2013 0 0 1 A 793811 6156508 6156508 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 1 0 0 1 1 WELLS FARGO BANK 9.800000000000 0 0 0 0 1 A 1 SCHEDULE K, PART I, COLUMN (E): THE DIFFERENCE BETWEEN THE ISSUE PRICE REPORTED ON SCHEDULE K, PART I, COLUMN (E) AND THE AMOUNT REPORTED ON THE FORM 8038 FILED WITH THE INTERNAL REVENUE SERVICE PERTAINS TO PROCEEDS OF THE TAX-EXEMPT BOND WHICH BENEFITED TIDES, INC., A RELATED TAX-EXEMPT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 PER THE BYLAWS OF THE ORGANIZATION, TTRF HAS ONE SOLE MEMBER, TIDES NETWORK, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. THE FORM 990 INSTRUCTIONS ALSO DEFINE A "MEMBER" AS ANY PERSON (INCLUDING A CORPORATION) WITH THE POWER TO APPOINT MEMBERS OF THE GOVERNING BODY; AS SUCH, TTRF HAS TWO ADDITIONAL MEMBERS--TIDES FOUNDATION AND TIDES CENTER (BOTH OF WHICH ARE CONTROLLED ENTITIES OF TIDES NETWORK)--AS EACH HAS THE POWER TO APPOINT MEMBERS OF THE BOARD OF DIRECTORS OF TTRF. FORM 990, PART VI, SECTION A, LINE 7A THE CHAIR OF THE BOARD OF DIRECTORS OF TIDES FOUNDATION AND THE CHAIR OF THE BOARD OF DIRECTORS OF TIDES CENTER EACH HAVE THE POWER TO DESIGNATE ONE DIRECTOR OF TTRF. ADDITIONALLY, THE CHAIR OF THE BOARD OF DIRECTORS OF TIDES FOUNDATION AND THE CHAIR OF THE BOARD OF DIRECTORS OF THE TIDES CENTER HAVE THE POWER TO JOINTLY DESIGNATE A DIRECTOR OF TTRF. IF AT ANY TIME THE BOARD OF TTRF SHALL BE INCREASED, THE NUMBER OF ADDITIONAL SEATS SHALL BE DETERMINED IN MULTIPLES OF TWO, WITH TIDES FOUNDATION AND TIDES CENTER EACH HAVING THE POWER TO APPOINT AN EQUAL NUMBER OF DIRECTORS TO FILL THE ADDITIONAL SEATS. FORM 990, PART VI, SECTION A, LINE 7B ACTION BY THE BOARD OF DIRECTORS OF TTRF ON THE FOLLOWING MATTERS SHALL BE EFFECTIVE ONLY WITH THE CONSENT OF THE BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE OF TIDES NETWORK: (I) ANY CHANGE IN THE FUNDAMENTAL NATURE OR STATED PURPOSES FOR WHICH TTRF IS ORGANIZED, (II) THE ADOPTION OF THE STRATEGIC PLANS FOR TTRF, (III) THE ADOPTION OF THE ANNUAL CAPITAL AND OPERATING BUDGETS FOR TTRF, (IV) BORROWING MONEY FOR CAPITAL OR OPERATING NEEDS OF TTRF OR CUMULATIVE BORROWING IN EXCESS OF $100,000 FOR ANY PURPOSE, (V) ENTERING INTO ANY TRANSACTION IN ANY TRANSACTION INVOLVING AGGREGATE CONSIDERATION OF $1,000,000 OR MORE, (VI) PURCHASE, SALE, LEASE, MORTGAGE, DISPOSITION, OR HYPOTHECATION OF REAL PROPERTY OF TTRF IN ANY TRANSACTION INVOLVING AGGREGATE CONSIDERATION OF $1,000,000 OR MORE, (VII) MERGER, CONSOLIDATION, OR SIMILAR REORGANIZATION OF THE CORPORATE STRUCTURE, OR DISSOLUTION, OF THE TTRF, (VIII) SELECTION OF THE CHIEF EXECUTIVE OFFICER AND THE AUDITORS OF THE TTRF, (IX) AMENDMENT, REPEAL, OR ADOPTION OF THE ARTICLES OF INCORPORATION OR BYLAWS. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT TAX ACCOUNTANT IN CONJUNCTION WITH THE ORGANIZATION'S FINANCE AND ACCOUNTING DEPARTMENT. THE TREASURER/CFO AND LEGAL COUNSEL REVIEW A DRAFT OF THE FORM 990; ADJUSTMENTS ARE MADE AS NECESSARY. A COMPLETE COPY OF THE FORM 990 IS THEN PROVIDED TO THE MEMBERS OF THE BOARD OF DIRECTORS PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C ALL COVERED INDIVIDUALS, INCLUDING OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS, ARE REQUIRED TO SUBMIT CONFLICT OF INTEREST DISCLOSURE STATEMENTS AT THE TIME A PERSON BECOMES A COVERED INDIVIDUAL AND ANNUALLY THEREAFTER. THE POLICY REQUIRES COVERED INDIVIDUALS TO PERIODICALLY UPDATE THE CONFLICT OF INTEREST STATEMENT AS MATERIAL FACTS CHANGE, AS WELL AS MAKE VERBAL AND/OR WRITTEN DISCLOSURES OF POTENTIAL CONFLICTS OF INTEREST AS THEY ARISE. AT ANY TIME THAT A POTENTIAL OR ACTUAL CONFLICT OF INTEREST IS IDENTIFIED, DISCLOSURE MUST BE MADE TO THE BOARD OF DIRECTORS, THE APPROPRIATE COMMITTEE OR STAFF DEPENDING ON THE NATURE OF THE POTENTIAL OR ACTUAL CONFLICT. PRIOR TO ACTING ON ANY MATTER WHERE A POTENTIAL OR ACTUAL CONFLICT IS IDENTIFIED WITH RESPECT TO AN OFFICER OR MEMBER OF THE BOARD, THE CONFLICT AND ALL MATERIAL FACTS RELATED TO IT MUST BE FULLY DISCLOSED BY THE COVERED INDIVIDUAL TO THE BOARD PRIOR TO CONSIDERATION OF THE PROPOSED MATTER. IF THE BOARD DETERMINES A CONFLICT OF INTERESTS EXISTS, THE COVERED INDIVIDUAL, IF REQUESTED TO DO SO BY THE CHAIR OF THE BOARD, MAY PROVIDE ADDITIONAL FACTUAL INFORMATION REGARDING THE AFFECTED TRANSACTION, BUT MAY NOT PARTICIPATE IN OR ATTEMPT TO INFLUENCE DELIBERATION AND VOTING. THE COVERED INDIVIDUAL MUST BE EXCUSED FROM THE MEETING PRIOR TO DELIBERATION, AND MAY NOT RETURN UNTIL DELIBERATION AND VOTING ON THE MATTER HAVE BEEN CONCLUDED. THE POLICY PROVIDES FOR SIMILAR PROCEDURES FOR ADVISORY COMMITTEES TO ADDRESS MATTERS THAT ARE DECIDED AT THE ADVISORY COMMITTEE LEVEL. IF QUESTIONS ARISE WITH RESPECT TO THE POLICY OR PROCEDURES FOR DISCLOSING A POTENTIAL OR ACTUAL CONFLICT, THE MATTER MAY BE REFERRED TO HUMAN RESOURCES OR THE LEGAL, COMPLIANCE AND RISK DEPARTMENT FOR REVIEW AND RESOLUTION CONSISTENT WITH THE POLICY. FORM 990, PART VI, SECTION B, LINE 15 THE CEO, OFFICERS, AND KEY EMPLOYEES OF THE ORGANIZATION ARE ALL COMPENSATED BY TIDES NETWORK, A RELATED ORGANIZATION AND SUCH PERSONS' LEGAL EMPLOYER. THROUGH A COST SHARING ARRANGEMENT, TIDES TWO RIVERS FUND PAYS TIDES NETWORK AN ALLOCATED PORTION OF SUCH PERSONS' TOTAL COMPENSATION. THE TIDES NETWORK BOARD OF DIRECTORS IS RESPONSIBLE FOR REVIEWING ANY NEW, MODIFIED OR EXTENDED COMPENSATION PACKAGES OF THE CEO, CFO AND ANY OTHER OFFICERS IT DETERMINES APPROPRIATE, AND APPROVING COMPENSATION ONLY AFTER DETERMINING THAT THE COMPENSATION IS JUST AND REASONABLE. FOR THE CEO, THE TIDES NETWORK BOARD OF DIRECTOR'S HUMAN CAPITAL COMMITTEE REVIEWS PERFORMANCE AND COMPENSATION ANNUALLY, UTILIZING COMPENSATION STUDIES TO DETERMINE APPROPRIATE COMPENSATION. TIDES NETWORK ALSO UTILIZES COMPARABILITY STUDIES IN DETERMINING APPROPRIATE COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. TIDES INC PO BOX 29198 SAN FRANCISCO CA 94129 571138099 DEVELOP/OPERATE FACILITIES MGMT AND MULTI-TENANT NON PROFIT CENTERS CA 501(C)(3) LINE 10 TIDES NETWORK 1 TIDES CENTER PO BOX 29907 SAN FRANCISCO CA 94129 943213100 PROJECT DEVELOPMENT & MANAGEMENT CA 501(C)(3) LINE 7 TIDES NETWORK 0 TIDES FOUNDATION PO BOX 29903 SAN FRANCISCO CA 94129 510198509 GRANTMAKING CA 501(C)(3) LINE 7 TIDES NETWORK 0 TIDES NETWORK PO BOX 29198 SAN FRANCISCO CA 94129 203395198 CHARITABLE GOVERNANCE AND OPERATIONS CA 501(C)(3) LINE 12B, II N/A 0 HARDING ROCK FUND PO BOX 29903 SAN FRANCISCO CA 94129 201430532 HOLD AND MANAGE INVESTMENT ON BEHALF OF TIDES FOUNDATION CA 501(C)(3) LINE 12A, I TIDES FOUNDATION 0 0 0 0 0 1 0 0 0 0 1 0 0 1 1 1 1 1 0 0 TIDES INC E 2078070 BOOK VALUE