2019-11-14T17:44:02-06:00 2018-12-31 910189318 MOSS ADAMS LLP 101 SECOND STREET SUITE 900 SAN FRANCISCO CA 94105 990 2018-01-01 201588459 TIDES TWO RIVERS FUND TIDE 4155616400 PO BOX 29198 SAN FRANCISCO CA 94129 JUDITH HILL TREASURER/CFO 4155616400 2019-11-13 1 TRACY S PAGLIA P00366884 4159561500 2019-11-13 12.129.4.211 2019-11-13 14:34:29 PS P 32BFBF1104AA8EEBC72962A0CCB0C2C16BC479E3 32BFBF1104AA8EEBC72962A0CCB0C2C16BC479E3 2018 2020-03-31 21:24:44Z TUTI SCOTT PO BOX 29198 SAN FRANCISCO CA 94129 1491267 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 1443776 1461307 0 0 48051 29960 1491827 1491267 0 0 0 0 0 0 0 0 0 1271799 1380550 1271799 1380550 220028 110717 11970550 11448194 16388938 15815149 -4418388 -4366955 X THE SPECIFIC PURPOSES OF THIS CORPORATION SHALL 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) SHALL INCLUDE ANY OTHER CHARITABLE AND EDUCATIONAL ACTIVITIES AS SHALL BE DETERMINED BY THE BOARD OF DIRECTORS TO BE APPROPRIATE. 0 0 1172072 1461307 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. 1172072 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 0 0 0 CA NY X JUDITH HILL 4155616400 1014 TORNEY AVENUE SAN FRANCISCO CA 94129 KRISS DEIGLMEIER CHAIR / CEO 2.00 48.00 X X 0 460068 66467 JUDITH HILL TREASURER / CFO 2.00 48.00 X X 0 391203 35853 AMANDA KETON SECRETARY 2.00 48.00 X X 0 302840 50436 DAVID SCHRAYER DIRECTOR START 10/2018 2.00 48.00 X 0 55984 1533 KIM SARNECKI DIRECTOR THROUGH 10/2018 2.00 48.00 X 0 120323 21694 JENNIFER MARIE LANDIG ASSISTANT SECRETARY 2.00 48.00 X 0 110339 23520 0 1440757 199503 0 0 1 0 0 RENTAL INCOME 531120 1416713 1416713 TENANT SERVICES 531390 44594 44594 1461307 REFUNDS/REIMBURSEMENTS 900099 29960 29960 29960 1491267 1461307 0 29960 X 15000 15000 252901 252901 48990 48990 113385 113385 205 205 4692 4692 250361 250361 358301 358301 44111 44111 OVERHEAD ALLOCATIONS 193478 193478 COMMON AREA EXPENSES 48396 48396 AMORT-COST OF ISSUANCE 18405 18405 LEASING COMMISSIONS 10674 10674 21651 21651 1380550 1172072 208478 0 401701 284911 540345 524590 118244 105141 14389168 4130158 10617312 10259010 292948 274542 11970550 11448194 118882 49463 28553 28553 6442375 6061218 9799128 9675915 16388938 15815149 X -4418388 -4366955 -4418388 -4366955 11970550 11448194 110717 -59284 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 11665172 3548222 8116950 870759 443633 427126 35853 35853 0 106556 102450 4106 10259010 NOTES PAYABLE-RELATED ORGANIZATIONS 8988120 SECURITY DEPOSITS 219742 DUE TO RELATED ORGANIZATIONS 348326 INTEREST RATE SWAP LIABILITY 119727 9675915 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 0 423724 0 35000 0 1344 0 19768 0 46699 0 526535 0 0 JUDITH HILL TREASURER / CFO 0 337890 0 51342 0 1971 0 17087 0 18766 0 427056 0 0 AMANDA KETON SECRETARY 0 254143 0 48444 0 253 0 9385 0 41051 0 353276 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. A PUBLIC FINANCE AUTHORITY 273866124 000000000 2018-09-20 6156508 REFUND BOND DATED 12/24/2013 0 0 1 A 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 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 REVIEWS 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, WHICH INCLUDES MEMBERS OF THE BOARD OF DIRECTORS, OFFICERS, AND KEY EMPLOYEES, ARE REQUIRED TO SUBMIT CONFLICT OF INTEREST DISCLOSURE STATEMENTS TO THE ORGANIZATION'S CFO: (I) UPON THE OCCURRENCE OF AN EVENT BY WHICH A PERSON BECOMES A COVERED INDIVIDUAL, (II) ANNUALLY BY JULY 31ST OF EACH YEAR, AND (III) UPON OCCURRENCE OF ANY EVENT REQUIRING DISCLOSURE UNDER THE CONFLICT OF INTEREST POLICY. AT ANY TIME THAT AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST HAS BEEN IDENTIFIED, THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER REVIEW THE CIRCUMSTANCES TO DETERMINE WHETHER AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST REQUIRES DISCLOSURE TO THE BOARD OF DIRECTORS. IN ADDITION, THE CFO CONFERS WITH EACH AFFILIATED ENTITY TO DETERMINE WHETHER OTHER CONFLICTS HAVE ARISEN IN CONNECTION WITH THE DISCLOSED MATTER. IF EITHER THE CHIEF EXECUTIVE OFFICER OR THE CHIEF FINANCIAL OFFICER IS THE INTERESTED PERSON, THE OTHER SHALL MAKE THE DETERMINATION; IF BOTH ARE INTERESTED PERSONS, THE DISCLOSURE SHALL BE PROVIDED TO ALL OF THE DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS. PRIOR TO ACTING ON ANY BUSINESS TRANSACTION WHERE A CONFLICT OF INTEREST EXISTS, THE BOARD OF DIRECTORS MUST AUTHORIZE OR APPROVE THE TRANSACTION IN GOOD FAITH BY A VOTE OF A MAJORITY OF THE DIRECTORS THEN IN OFFICE WITHOUT COUNTING THE VOTE OF THE INTERESTED PERSON(S). 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. AS SUCH, FORM 990, PART VI, SECTION B, LINES 15A AND 15B HAVE BEEN MARKED "NO", AS PROVIDED IN THE FORM 990 INSTRUCTIONS. PLEASE REFERENCE THE DISCLOSURE IN SCHEDULE O OF THE TIDES NETWORK FORM 990 FOR A DISCUSSION REGARDING HOW COMPENSATION IS DETERMINED FOR THESE INDIVIDUALS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G OTHER FEES: PROGRAM SERVICE EXPENSES 252,901. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 252,901. 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