2022-02-14T12:20:23-06:00 2021-03-31 135565207 KPMG LLP 8350 BROAD STREET SUITE 900 MCLEAN VA 22102 990 2020-04-01 522149962 IN-Q-TEL INC IN-Q 7032483000 2107 WILSON BLVD NO 1100 ARLINGTON VA 22201 MATTHEW STROTTMAN EVP, CHIEF OPERATING OFFICER 7032483000 2022-02-11 1 MATTHEW STROTTMAN 999009999 HYO JIN HEO P01908608 7032868000 2022-02-08 3 AAL1 IAL1 2020 2022-09-23 18:48:47Z MATTHEW STROTTMAN 2107 WILSON BLVD SUITE 1100 ARLINGTON VA 22201 324418203 0 X WWW.IQT.ORG X 1999 DE IQT SERVES THE NATIONAL SECURITY INTERESTS OF THE U.S. & ITS ALLIES (SEE SCHEDULE O). 13 12 206 0 0 0 103227337 115931897 0 202010483 30098463 2986664 91723 3489159 133417523 324418203 200000 50000 0 0 50515496 52957262 0 0 0 60620383 54055192 111335879 107062454 22081644 217355749 625162179 928091629 128479709 49280001 496682470 878811628 X SEE SCHEDULE O 0 0 89888644 50000 205499642 SEE SCHEDULE O 89888644 1 1 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 74 0 1 206 1 0 1 UK AS 0 0 0 0 0 0 1 0 X 13 12 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA MA X MATTHEW STROTTMAN 7032483000 2107 WILSON BLVD SUITE 1100 ARLINGTON VA 22201 C DARBY CEO & TRUSTEE 40.00 0.00 X X 4183851 0 321212 M CROW TRUSTEE, CHAIRMAN 5.00 0.00 X 42500 0 0 J BARKSDALE TRUSTEE 5.00 0.00 X 35000 0 0 P BARRIS TRUSTEE & COMMITTEE CHAIR 5.00 0.00 X 37500 0 0 A JONES TRUSTEE & COMMITTEE CHAIR 5.00 0.00 X 37500 0 0 J MISCIK TRUSTEE 5.00 0.00 X 35000 0 0 H COX TRUSTEE & COMMITTEE CHAIR 5.00 0.00 X 37500 0 0 AB KRONGARD TRUSTEE 5.00 0.00 X 0 0 0 T SCHLEIN TRUSTEE 5.00 0.00 X 35000 0 0 M MULLEN TRUSTEE 5.00 0.00 X 35000 0 0 G TENET TRUSTEE 5.00 0.00 X 35000 0 0 J SMITH TRUSTEE 5.00 0.00 X 35000 0 0 D MCCORMICK TRUSTEE 5.00 0.00 X 35000 0 0 S BOWSHER PRESIDENT 40.00 0.00 X 3029218 0 270149 M STROTTMAN EVP, CHIEF OPERATING OFFICER 40.00 5.00 X 1223065 0 267857 B ADAMS EVP, GENERAL COUNSEL 40.00 5.00 X 669310 0 49490 E POULOS EVP, CHIEF OF STAFF 40.00 0.00 X 553543 0 64213 P TAGUE EVP, IQT INTERNATIONAL & IQT LABS 40.00 0.00 X 607934 0 70248 G GAFFNEY EVP, SENIOR FELLOW 40.00 0.00 X 573053 0 38216 M ANDERSON EVP, TECHNOLOGY PROGRAMS 40.00 0.00 X 460169 0 124857 E FOX EVP, PRODUCT MARKETING & COMM. 40.00 0.00 X 374925 0 124597 S DAVIDSON EVP, IQT EMERGE 40.00 0.00 X 432439 0 70260 T O'TOOLE EVP, DIRECTOR OF BNEXT 40.00 0.00 X 581495 0 59178 R GLEICHAUF EVP 40.00 0.00 X 566376 0 62233 G HOYEM MANAGING PARTNER WEST COAST 40.00 0.00 X 850684 0 124480 B JADEJA SENIOR PARTNER 40.00 0.00 X 664916 0 89871 S SEWALL EVP, POLICY & SENIOR FELLOW 40.00 0.00 X 561052 0 121239 15732030 0 1858100 166 0 1 0 OMNISCI INC (FNA MAPD TECH INC) 1 FRONT ST STE 2650 SAN FRANCISCO CA 94111 TECHNOLOGY DEVELOPMENT 4249000 LOOKING GLASS FACTORY INC 190 WEST STREET NUMBER 18 BROOKLYN NY 11222 TECHNOLOGY DEVELOPMENT 2540000 DREAMSCAPE IMMERSIVE INC 8740 WASHINGTON BLVD STE B CULVER CITY CA 90232 TECHNOLOGY DEVELOPMENT 1992300 TAMR INC 66 CHURCH STREET CAMBRIDGE MA 02138 TECHNOLOGY DEVELOPMENT 1802750 CHAINALYSIS INC 43 WEST 23RD ST 6TH FLOOR NEW YORK NY 10010 TECHNOLOGY DEVELOPMENT 1675000 141 115931897 115931897 TECH INVEST-NET GAIN 523000 201237027 201237027 TECH INVEST-INT/DIV 522100 773456 773456 202010483 2986664 2986664 3385778 3385778 INTERCO SVC REVENUE 900099 103381 103381 103381 324418203 205499642 0 2986664 50000 50000 10087127 5060163 5026964 35376311 31145441 4230870 5319532 4263499 1056033 2174292 1799238 375054 1716403 615631 1100772 492933 132690 360243 9691050 8947580 743470 36374 19084 17290 2101122 723075 1378047 3165963 2657513 508450 4146673 3390801 755872 25448 -6987 32435 142633 133642 8991 37250 37250 1931962 1499902 432060 400707 400707 WORK PROGRAM EXPENSE 29055609 29055609 0 1111065 401763 709302 107062454 89888644 17173810 0 72812941 61165846 19272219 41680688 809116 799815 2771070 2132663 23061869 19927971 5047797 3133898 155748307 334561059 4854187 14220138 361046203 469097007 2800339 1300515 625162179 928091629 50896804 49280001 77582905 128479709 49280001 X 496407470 878811628 275000 0 496682470 878811628 625162179 928091629 X 217355749 87190504 77582905 X 0 1 X 1 0 X 126105329 91288344 104517818 88175297 115931897 526018685 126105329 91288344 104517818 88175297 115931897 526018685 526018685 1693921 2698431 7212151 8126228 6372442 26103173 552121858 202217692 0.95270 0.95640 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 13960762 11507585 2453177 8364280 7769928 594352 736827 650458 86369 3133898 PREFERRED STOCK 224089451 F COMMON STOCK 8888075 F PREFERRED WARRANTS 214103811 F COMMON WARRANTS 1424024 F CONVERTIBLE NOTE 20591646 F 469097007 SCHEDULE D, PART X, LINE 2 ON JULY 30, 2003, THE COMPANY RECEIVED A FINAL DETERMINATION FROM THE INTERNAL REVENUE SERVICE THAT THE COMPANY IS A PUBLIC CHARITY EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. FURTHER, THE COMPANY HAS NOT IDENTIFIED ANY UNRELATED BUSINESS TAXABLE INCOME. ACCORDINGLY, NO INCOME TAX PROVISION IS RECORDED IN THE ACCOMPANYING FINANCIAL STATEMENTS. NORTH AMERICA - CANADA AND MEXICO, BUT NOT THE UNITED STATES 0 0 PROGRAM SERVICES TECHNOLOGY DEVELOPMENT 9051089 EUROPE (INCLUDING ICELAND & GREENLAND) - ALBANIA, ANDORRA, AUSTRIA, BELGIUM 0 0 PROGRAM SERVICES TECHNOLOGY DEVELOPMENT 21760963 SOUTH ASIA - AFGHANISTAN, BANGLADESH, BHUTAN, INDIA, MALDIVES, NEPAL, 0 0 PROGRAM SERVICES TECHNOLOGY DEVELOPMENT 28367 EAST ASIA AND THE PACIFIC - AUSTRALIA, BRUNEI, BURMA, CAMBODIA, 0 0 PROGRAM SERVICES TECHNOLOGY DEVELOPMENT 4457320 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICE TECHNOLOGY DEVELOPMENT 842720 0 0 0 0 0 0 0 0 36140459 0 36140459 1 0 1 0 0 0 PART III ACCOUNTING METHOD: SCHEDULE F, PART I IQT SECONDED THREE OF ITS EMPLOYEES TO WORK FULL-TIME FOR IQT INTERNATIONAL UK LTD. (IQT UK). THESE INDIVIDUALS PERFORM SERVICES FOR THE BENEFIT OF IQT UK AND ARE COMPENSATED BY IQT UK. IQT CONTRACTS WITH IQT UK FOR SERVICES PROVIDED. 1 BLCK VC 1267 WILLIS ST STE 200 REDDING CA 96001 844735516 501C(3) 25000 SEE SUPPLEMENTAL SECTION FOR GRANT PURPOSE. THE OSS SOCIETY 7700 LEESBURG PIKE SUITE 324 FALLS CHURCH VA 22043 550810619 501C(3) 15000 SEE SUPPLEMENTAL SECTION FOR GRANT PURPOSE. SPOOKSTOCK FOUNDATION 1408 PURCELLVILLE DRIVE 553 PURCELLVILLE VA 20132 471018783 501C(3) 10000 SEE SUPPLEMENTAL SECTION FOR GRANT PURPOSE. 3 0 SCHEDULE I, PART II - BLCK VC IQT MADE A GRANT TO BLCK VC IN THE AMOUNT OF $25,000. THE GRANTEE IS A 501(C)(3) TAX EXEMPT NONPROFIT ORGANIZATION THAT EQUIPS BLACK INVESTORS WITH THE ACCESS, EDUCATION, AND COMMUNITY THEY NEED TO ACCELERATE THEIR CAREERS IN VENTURE CAPITAL. THE DONATION WAS MADE AS PART OF SPONSORSHIP WHICH INCLUDED PARTNERED EVENTS TO SHOW IQT SUPPORT FOR THE MISSION OF THE ORGANIZATION. SCHEDULE I, PART II - THE OSS SOCIETY IQT MADE A GRANT TO THE OSS SOCIETY IN THE AMOUNT OF $15,000. THE OSS SOCIETY IS A 501(C)(3) CHARITABLE ORGANIZATION. THE OSS SOCIETY PUBLISHES THE OSS SOCIETY JOURNAL, PROVIDES SPEAKERS TO EDUCATIONAL AND MILITARY ORGANIZATIONS, PRESENTS THE WILLIAM J. DONOVAN AWARD ANNUALLY, ESTABLISHES OSS MEMORIALS IN THE UNITED STATES AND EUROPE, OFFERS RESEARCH ASSISTANCE, AND IS PLANNING TO BUILD AN OSS MUSEUM. THE DONATION WAS MADE AS SPONSORSHIP FOR THEIR ANNUAL AWARDS DINNER. SCHEDULE I, PART II - SPOOKSTOCK FOUNDATION IQT MADE A GRANT TO SPOOKSTOCK FOUNDATION IN THE AMOUNT OF $10,000. SPOOKSTOCK HOLDS AN ANNUAL BATTLE OF THE BANDS EVENT THAT SHOWCASES MUSICAL TALENT IN THE NATIONAL SECURITY COMMUNITY. CELEBRITY JUDGES DETERMINE THE CHAMPION. TICKETS ARE SOLD TO SENIOR EXECUTIVES FROM INDUSTRY AND GOVERNMENT IN THE NATIONAL SECURITY COMMUNITY. CORPORATIONS ARE ASKED TO SPONSOR THE EVENT. FOOD AND BEVERAGES ARE SERVED AT THE EVENT. WITH THE EXCEPTION OF A SMALL RESERVE FOR THE FOLLOWING YEAR'S EVENT, NET DONATIONS (GRANTS) ARE MADE TO ORGANIZATIONS THAT PROVIDE EDUCATIONAL SUPPORT TO FAMILIES OF FALLEN SPECIAL OPERATIONS AND INTELLIGENCE COMMUNITY PERSONNEL. THE DONATION WAS MADE TO SPONSOR THE AFOREMENTIONED EVENT. X X 1 1 X X X X X 0 1 1 0 0 0 0 0 0 C DARBY CEO & TRUSTEE 797650 0 3290000 0 96201 0 284200 0 37012 0 4505063 0 2500000 0 S BOWSHER PRESIDENT 716950 0 2310000 0 2268 0 234200 0 35949 0 3299367 0 1600000 0 M STROTTMAN EVP, CHIEF OPERATING OFFICER 481979 0 739250 0 1836 0 231927 0 35930 0 1490922 0 450000 0 G HOYEM MANAGING PARTNER WEST COAST 343223 0 502871 0 4590 0 93218 0 31262 0 975164 0 300000 0 B JADEJA SENIOR PARTNER 335487 0 327593 0 1836 0 75686 0 14185 0 754787 0 150000 0 B ADAMS EVP, GENERAL COUNSEL 401345 0 260081 0 7884 0 34200 0 15290 0 718800 0 0 0 S SEWALL EVP, POLICY & SENIOR FELLOW 315704 0 242000 0 3348 0 84200 0 37039 0 682291 0 50000 0 P TAGUE EVP, IQT INTERNATIONAL & IQT LABS 385076 0 221616 0 1242 0 34200 0 36048 0 678182 0 0 0 T O'TOOLE EVP, DIRECTOR OF BNEXT 359165 0 214446 0 7884 0 34200 0 24978 0 640673 0 0 0 R GLEICHAUF EVP 351666 0 210120 0 4590 0 34200 0 28033 0 628609 0 0 0 E POULOS EVP, CHIEF OF STAFF 342175 0 209100 0 2268 0 34200 0 30013 0 617756 0 0 0 G GAFFNEY EVP, SENIOR FELLOW 358556 0 212175 0 2322 0 34200 0 4016 0 611269 0 0 0 M ANDERSON EVP, TECHNOLOGY PROGRAMS 297683 0 162000 0 486 0 116018 0 8839 0 585026 0 0 0 S DAVIDSON EVP, IQT EMERGE 331779 0 99271 0 1389 0 34200 0 36060 0 502699 0 0 0 E FOX EVP, PRODUCT MARKETING & COMM. 254037 0 119401 0 1487 0 88745 0 35852 0 499522 0 0 0 PART I, LINE 1A IQT'S CORPORATE TRAVEL POLICY STATES, FOR DOMESTIC TRAVEL, "ALL IQT EMPLOYEES, OTHER THAN THE CEO OR EXECUTIVE VICE PRESIDENTS (EVPS), ARE REQUIRED TO TRAVEL IN COACH OR ECONOMY CLASS." IN ADDITION, FOR INTERNATIONAL TRAVEL, "EMPLOYEES TRAVELING ON NONSTOP, INTERNATIONAL FLIGHTS OVER APPROXIMATELY FIVE HOURS MAY BOOK ECONOMY PLUS AIRFARE. IF AN EMPLOYEE IS EXPECTED TO WORK ON THE DAY OF ARRIVAL OR HAS WORKED THE FULL DAY OF DEPARTURE, THE EMPLOYEE MAY UPGRADE TO BUSINESS CLASS AIRFARE. EMPLOYEES TRAVELING ON NONSTOP, INTERNATIONAL FLIGHTS LONGER THAN TWELVE HOURS MAY BOOK BUSINESS CLASS AIRFARE." WHILE THE CORPORATE TRAVEL POLICY SPECIFICALLY ADDRESSES IQT EMPLOYEE TRAVEL, IQT BOARD OF TRUSTEES ARE PROVIDED THE OPTION TO TRAVEL TO QUARTERLY BOARD MEETINGS IN BUSINESS CLASS AND RECEIVE REIMBURSEMENT. IQT GROSSES UP THE AMOUNT ADDED TO WAGES FOR THE CEO TO COMPENSATE FOR THE INCOME TAX LIABILITY ASSOCIATED WITH PAYING A LIFE INSURANCE PREMIUM ON HIS BEHALF. PART I, LINES 4B-C PLEASE REFER TO THE SCHEDULE R, PART V DISCLOSURE ON IQT EMPLOYEE FUND, LLC. FORM 990, SCHEDULE J THE COMPENSATION OF THE CEO, COO, AND PRESIDENT IS NOT PAID FOR WITH GOVERNMENT FUNDING. IN ADDITION, ALL INDIVIDUAL EMPLOYEE COMPENSATION IN EXCESS OF $555,000 IS ALSO NOT PAID FOR WITH GOVERNMENT FUNDING. FORM 990, PART VII & SCHEDULE J, PART II IN ADDITION TO C. DARBY'S RESPONSIBILITIES AS PRESIDENT AND CEO OF IQT, MR. DARBY SERVES AS A TRUSTEE ON THE COMPANY'S BOARD OF TRUSTEES. MR. DARBY HAS WAIVED ANY COMPENSATION RELATED TO HIS TRUSTEE DUTIES AND HIS INCOME AS REPORTED IN THIS FORM IS ENTIRELY ATTRIBUTABLE TO HIS DUTIES AS PRESIDENT AND CEO. FORM 990, SCHEDULE J LINE 4B FOR CALENDAR YEAR 2020, MR. DARBY'S EMPLOYMENT ARRANGEMENT IS AS FOLLOWS: - BASE SALARY OF $813,700 - AN ANNUAL PERFORMANCE BASED BONUS DECIDED BY THE BOARD BASED ON PRESET CRITERIA. - SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION AS A RETENTION MECHANISM, PAYABLE UPON COMPLETION OF THE CONTRACT TERM. THE AMOUNT PAID OUT DURING CALENDAR YEAR 2020 IS $2,500,000. FOR CALENDAR YEAR 2020, MR. BOWSHER'S EMPLOYMENT ARRANGEMENT IS AS FOLLOWS: - BASE SALARY OF $731,300, - AN ANNUAL PERFORMANCE BASED BONUS DECIDED BY THE BOARD BASED ON PRESET CRITERIA. - SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION AS A RETENTION MECHANISM, PAYABLE UPON COMPLETION OF THE CONTRACT TERM. THE AMOUNT PAID OUT DURING CALENDAR YEAR 2020 WAS $1,600,000. FOR CALENDAR YEAR 2020, THE FOLLOWING INDIVIDUALS RECEIVED SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION AS A RETENTION MECHANISM. THE AMOUNT PAID OUT DURING CALENDAR YEAR 2020 IS: M. STROTTMAN $450,000. B. JADEJA $150,000. G. HOYEM $300,000. S. SEWALL $50,000. FORM 990, PART I, LINE 1 IQT (IN-Q-TEL, INC.) SERVES THE NATIONAL SECURITY INTERESTS OF THE U.S. INTELLIGENCE AND NATIONAL SECURITY COMMUNITY AND ITS ALLIES BY PROVIDING THE MOST SOPHISTICATED SOURCE OF STRATEGIC TECHNICAL KNOWLEDGE AND CAPABILITIES. FORM 990, PART III, LINE 1 IQT SERVES AND POWERS THE NATIONAL SECURITY INTERESTS OF THE U.S. INTELLIGENCE AND NATIONAL SECURITY COMMUNITY AND ITS ALLIES THROUGH CUTTING-EDGE TECHNOLOGY, STRATEGIC INVESTMENTS, EXPLORATION AND APPLIED RESEARCH, AND ACCELERATION OF CAPABILITIES WITH THE GENERAL PUBLIC BEING THE ULTIMATE BENEFICIARY OF IQT'S WORK. FORM 990, PART III, LINE 4A IQT WAS ESTABLISHED IN 1999 AS AN INDEPENDENT, NOT-FOR-PROFIT CORPORATION TO HELP THE CIA AND BROADER US INTELLIGENCE COMMUNITY IDENTIFY, ADAPT, AND DELIVER CUTTING-EDGE TECHNOLOGIES THAT ADDRESS NATIONAL SECURITY NEEDS. IQT DELIVERS SOPHISTICATED INSIGHTS, INVESTMENTS, AND BRINGS UNPARALLELED ACCESS TO DEEP TECHNOLOGICAL EXPERTISE PROVIDING VITAL ASSISTANCE TO IMPROVE THIS KEY GOVERNMENT FUNCTION. APPROACH: - IQT WORKS AS A STRATEGIC INVESTOR, INVESTING IN COMPANIES TO HELP NASCENT, DUAL-USE COMMERCIAL TECHNOLOGIES MATURE INTO MISSION-READY PRODUCTS AT A LOWER COST THAN BUILDING FROM THE GROUND UP AND OTHER ALTERNATIVE APPROACHES. IQT'S STRATEGIC INVESTMENT MODEL GIVES IT THE AGILITY OFTEN LACKING WITHIN TRADITIONAL GOVERNMENT CONTRACTING MECHANISMS. - IQT FINDS AND NURTURES ENTREPRENEURS AND STARTUP COMPANIES THAT CAN PROVIDE A SUPPLY CHAIN OF INNOVATION WHICH ENABLES THE U.S. INTELLIGENCE AND NATIONAL SECURITY COMMUNITY AND ITS ALLIES TO BENEFIT FROM COMMERCIAL TECHNOLOGY ADVANCES. - UNLIKE TRADITIONAL GOVERNMENT CONTRACTORS THAT ADDRESS LIMITED AND DIRECT GOVERNMENT NEEDS, IQT HELPS THE U.S. INTELLIGENCE AND NATIONAL SECURITY COMMUNITY AND ITS ALLIES UNDERSTAND THE TECHNOLOGY LANDSCAPE WHICH FURTHERS THE OVERALL NATIONAL SECURITY EFFORTS OF THE GOVERNMENT AND PROVIDES A BROAD-BASED BENEFIT TO THE GENERAL PUBLIC. - IQT ALSO WORKS AS A TECHNOLOGY ACCELERATOR, FOSTERING DEVELOPMENT AND INTRODUCTION OF TECHNOLOGIES TO IMPROVE THE NATIONAL SECURITY CAPABILITIES OF THE U.S. GOVERNMENT; IQT'S GLOBAL SOURCING, RIGOROUS AND THOROUGH MARKET RESEARCH, AND BUSINESS ACUMEN ENABLE IT TO PROVIDE MEANINGFUL INSIGHTS TO U.S. GOVERNMENT PARTNERS AND TAKE CALCULATED INVESTMENT RISKS NECESSARY TO ADAPT AND MATURE NASCENT, LEADING-EDGE TECHNOLOGIES TO OPERATIONAL READINESS TO HELP THE UNITED STATES GOVERNMENT (USG) ACHIEVE ITS MISSIONS. - AN EXPLORATORY IDEA LAB PROVIDING THE USG WITH INSIGHT AND ACCESS IN OPEN-SOURCE TECHNOLOGIES AND LEADING INNOVATORS AND THINKERS THROUGH CUTTING-EDGE TECHNOLOGY AND COLLABORATIVE RESEARCH. IDENTIFYING INNOVATIVE TECHNOLOGIES: AS A STRATEGIC INVESTOR, IQT SCOURS THE GLOBE FOR STARTUP TECHNOLOGIES WITH DUAL-USE CAPABILITIES, DELIVERING INSIGHTS, TECHNOLOGY COMPONENTS AND SOLUTIONS THAT CAN BE APPLIED TO THE NATIONAL SECURITY MISSION AND COMMERCIAL MARKET. THESE OFF-THE-SHELF PRODUCTS DO NOT REQUIRE LONG-TERM DEVELOPMENT FROM THE GROUND UP. RATHER THEY CAN BE ADAPTED FOR "READY-SOON" TESTING AND USE FOR NATIONAL SECURITY CHALLENGES. BY FOCUSING ON DUAL USE TECHNOLOGY, IQT IDENTIFIES AND DELIVERS CRITICAL, INNOVATIVE TECHNOLOGY MORE QUICKLY AND COST EFFECTIVELY. THE FOUNDATIONAL ELEMENTS OF IQT'S STRATEGIC APPROACH IS ITS RIGOROUS DILIGENCE, TECHNOLOGY AND BUSINESS ACUMEN, AND THE AGILITY OF TECHNOLOGY DEVELOPMENT EFFORTS - AKA WORK PROGRAMS - WHERE IQT COLLABORATES WITH THE STARTUP TO TAILOR A COMPANY'S TECHNOLOGY TO THE CAPABILITIES NEEDED BY ITS GOVERNMENT PARTNERS AND INVESTS TOWARDS THAT WORK PROGRAM. IQT DESIGNS ITS STRATEGIC INVESTMENTS TO ACCELERATE PRODUCT DEVELOPMENT AND DELIVERY AND TO HELP COMPANIES ADD CAPABILITIES THAT WILL HELP OUR GOVERNMENT PARTNERS FUNCTION MORE EFFECTIVELY AND EFFICIENTLY. IQT ALSO MAKES MODEST, EQUITY-ONLY INVESTMENTS. THESE INVESTMENTS DO NOT INCLUDE A WORK PROGRAM WHERE THE TECHNOLOGY IS MODIFIED, YET IQT BELIEVES THE TECHNOLOGY HOLDS POTENTIAL TO CONTRIBUTE TO INSIGHTS AND CAPABILITIES THAT SUPPORT THE NATIONAL SECURITY MISSION, AND ULTIMATELY THE GENERAL PUBLIC. IQT ALSO SERVES AS A TECHNOLOGY CONSULTANT AND ADVISOR THAT PROVIDES MARKET, TECHNOLOGY, AND VENTURE CAPITAL INSIGHTS TO THE U.S. INTELLIGENCE AND NATIONAL SECURITY COMMUNITY AND ITS ALLIES. IQT EFFECTIVELY LEVERAGES A SIGNIFICANT AMOUNT OF PRIVATE SECTOR FUNDS, OFTEN FROM TOP-TIER VENTURE CAPITAL FIRMS, TO CO-INVEST IN OUR PORTFOLIO COMPANIES. ON AVERAGE, FOR EVERY DOLLAR THAT IQT INVESTS IN A COMPANY, THE VENTURE CAPITAL COMMUNITY HAS INVESTED $22 WHICH HELPS ENSURE THE COMPANY HAS FINANCIAL BACKING TO MAINTAIN SUPPORT TO THE GOVERNMENT. AS OF MARCH 31, 2021, IQT TECHNOLOGY FOCUS AREAS ARE: AUTONOMOUS SYSTEMS, DIGITAL INTELLIGENCE, TRUSTED INFRASTRUCTURE, DATA ANALYTICS, ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING, INDUSTRY 4.0, INTELLIGENT CONNECTIVITY, AND IT PLATFORMS. BUILDING STRONG COMPANIES FOR STRONG TECHNOLOGIES: USING PRODUCT DEVELOPMENT FUNDING AND EQUITY INVESTING, IQT CREATES INCENTIVES FOR COMPANIES TO PUT THEIR BEST TALENT INTO SOLVING THE TOUGHEST TECHNOLOGY PROBLEMS FACING THE U.S. INTELLIGENCE AND NATIONAL SECURITY COMMUNITY AND ITS ALLIES. THROUGH ITS STRATEGIC INVESTMENTS (THOSE WITH A WORK PROGRAM), IQT WORKS WITH THE COMPANY AND ITS GOVERNMENT PARTNERS TO ADAPT THE TECHNOLOGY TO HELP THE GOVERNMENT OPERATE MORE EFFECTIVELY AND EFFICIENTLY. THROUGH COLLABORATION AND COORDINATION, IQT WORKS HAND-IN HAND WITH THE COMPANY AND GOVERNMENT PARTNER TO TEST THE TAILORED TECHNOLOGY, PROVIDE ASSESSMENT ABOUT FUNCTIONALITY, AND FACILITATES SOLUTION DELIVERY. THE ADVANTAGES OF THIS HANDS ON, COLLABORATIVE APPROACH TO THE USG ARE SIGNIFICANT: LOWER INITIAL AND LONG-TERM COSTS, RAPID DEVELOPMENT, TESTING AND EVALUATION TO DETERMINE EFFECTIVENESS, AND ONGOING PRODUCT ENHANCEMENTS TO ENSURE UTILITY FOR THE NATIONAL SECURITY MISSION. SUPPORTING AND ESTABLISHING NEW PARTNERS: TODAY IQT IS A PARTNER TO MULTIPLE AGENCIES COMMITTED TO NATIONAL SECURITY INCLUDING: CIA (CENTRAL INTELLIGENCE AGENCY), FBI (FEDERAL BUREAU OF INVESTIGATION), NSA (NATIONAL SECURITY AGENCY), NGA (NATIONAL GEOSPATIAL-INTELLIGENCE AGENCY), NRO (NATIONAL RECONNAISSANCE OFFICE), DHS (DEPARTMENT OF HOMELAND SECURITY) AND OTHER DHS COMPONENTS, DIA (DEFENSE INTELLIGENCE ORGANIZATION), AND AIR FORCE. IQT ALSO SUPPORTS A TRI-LATERAL PARTNERSHIP BETWEEN THE U.S., U.K., AND AUSTRALIA INTELLIGENCE AND NATIONAL SECURITY COMMUNITY THAT WAS ESTABLISHED IN LATE 2018. PROGRAM SERVICE ACCOMPLISHMENTS: IN FURTHERANCE OF ITS EXEMPT PURPOSES, IQT HAD MADE APPROXIMATELY 550 INVESTMENTS AS OF MARCH 31, 2021, WHICH INCLUDES MORE THAN 50 IN THE CURRENT TAX YEAR. THESE TECHNOLOGIES HAVE CONTRIBUTED DIRECTLY TO SITUATIONAL AWARENESS AND MISSION CAPABILITIES OF THE U.S. INTELLIGENCE AND NATIONAL SECURITY COMMUNITY AND ITS ALLIES. TECHNOLOGY DELIVERED BY IQT, FOR EXAMPLE, MAKES IT POSSIBLE TO FUSE DATA FROM MAPS, IMAGES, TEXT, AND OTHER SOURCES; VISUALIZE PHYSICAL SPACES AND INFORMATION IN WAYS NOT PREVIOUSLY POSSIBLE; RAPIDLY PROCESS VAST AMOUNTS OF INFORMATION IN MULTIPLE LANGUAGES; MAKE SENSE OF SEEMINGLY UNCONNECTED INFORMATION; AND IDENTIFY CRITICAL INTELLIGENCE FASTER AND MORE EFFECTIVELY. SIMULTANEOUSLY, IQT HAS CULTIVATED A NETWORK OF MORE THAN 200 VENTURE CAPITAL FIRMS AND MORE THAN 100 LABS AND RESEARCH ORGANIZATIONS, FURTHER BROADENING THE USG ACCESS TO INNOVATIVE TECHNOLOGIES. THIS NETWORK HAS ALLOWED IQT TO LEVERAGE MORE THAN $33 BILLION IN PRIVATE-SECTOR FUNDS TO SUPPORT TECHNOLOGY FOR THE NATIONAL SECURITY COMMUNITY. IQT MAINTAINED ITS WORK SUPPORTING THE TRILATERAL PARTNERSHIP BETWEEN THE U.S., U.K., AND AUSTRALIAN INTELLIGENCE AND NATIONAL SECURITY. KNOWN EXTERNALLY AS IQT INTERNATIONAL, IQTI LLC, IS A WHOLLY OWNED U.S. SUBSIDIARY OF IQT, THAT LEADS THE INTERNATIONAL EFFORTS. IQT INTERNATIONAL UK LTD AND IQT INTERNATIONAL AUSTRALIA LTD ARE WHOLLY OWNED SUBSIDIARIES OF IQTI LLC IN THE UNITED KINGDOM AND AUSTRALIA, RESPECTIVELY. THESE OFFICES HAVE ENABLED IQT TO STRENGTHEN ITS ABILITY TO REACH STARTUPS AND THE VENTURE CAPITAL COMMUNITY OUTSIDE THE UNITED STATES AND BETTER CONTRIBUTE TO THE NATIONAL SECURITY OF THE U.S. INTELLIGENCE AND NATIONAL SECURITY COMMUNITY AND ITS ALLIES. DURING THE YEAR ENDED MARCH 31, 2021, THESE OFFICES ENGAGED WITH THE TECHNOLOGY, VENTURE, ACADEMIC, AND STARTUP ECOSYSTEMS IN THEIR RESPECTIVE GEOGRAPHIES AND INVESTMENT RECOMMENDATIONS THAT FURTHER ENABLED IQT'S NATIONAL SECURITY MISSION FOR THE U.S. INTELLIGENCE AND NATIONAL SECURITY COMMUNITY AND ITS ALLIES. IQT LABS CONTINUED ITS COLLABORATIVE, EXPLORATORY RESEARCH ENDEAVORS TO OFFER INSIGHT INTO ADDRESSING LARGE, COMPLEX PROBLEMS FACING NATIONAL SECURITY. FORM 990, PART III, LINE 4A IN SEPTEMBER 2020, IQT LABS ENTERED A CONTRACT WITH THE OFFICE OF THE DIRECTOR OF NATIONAL INTELLIGENCE TO EXPERIMENT, TEST AND PROTOTYPE, AND DEVELOP TECHNIQUES TO ADDRESS HARD PROBLEMS WHICH DO NOT HAVE AN IMMEDIATE OR OBVIOUS COMMERCIAL SOLUTION. IN AN UNCLASSIFIED ENVIRONMENT, IQT LABS DEVELOPS AND DRIVES PROJECTS WHERE GOVERNMENT PARTNERS CAN COLLABORATE IN THE OPEN-SOURCE ECOSYSTEM OF INDUSTRY, ACADEMIC, AND TECHNICAL EXPERTS. IQT LABS REFLECT IQT'S NONPROFIT MISSION, BY DEVELOPING COLLABORATIVE ARRANGEMENTS THAT MAKE PRIVATE SECTOR AND ACADEMIC TECHNOLOGY ACCESSIBLE TO THE USG, FOSTERING THE DEVELOPMENT OF TECHNOLOGY THAT WILL BENEFIT THE PUBLIC, PRIVATE, AND ACADEMIC SECTORS IN THE US AND PERFORMING AND PROMOTING RESEARCH IN CRITICAL TECHNOLOGY APPLICATIONS INCLUDING ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING. IQT LABS ARE FUNDED, IN PART, BY PROCEEDS FROM INVESTMENT REALIZATIONS ON PORTFOLIO COMPANY EXITS AND THE CONTRACT WITH THE OFFICE OF THE DIRECTOR OF NATIONAL INTELLIGENCE (ODNI). FORMER COSMIQ LLC, PREVIOUSLY KNOWN AS SPACENET LLC AND A WHOLLY OWNED SUBSIDIARY OF IQT LABS LLC, CONTINUED ITS WORK TO ADVANCE GEOSPATIAL ANALYTICS THROUGH OPEN-SOURCE CONTRIBUTIONS AND APPLIED RESEARCH BY DEVELOPING AND PROVIDING PUBLICLY AVAILABLE COMMERCIAL SATELLITE IMAGERY AND LABELED TRAINING DATA, AS WELL AS OPEN SOURCING COMPUTER VISION ALGORITHMS AND TOOLS. IQT INTRODUCED A NEW BUSINESS UNIT IN JANUARY 2021, IQT EMERGE (IQTE LLC), A WHOLLY OWNED SUBSIDIARY OF IQT. IQT EMERGE IS TEAMING WITH THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY (DARPA) TO HELP SUCCESSFULLY TRANSITION U.S. GOVERNMENT-FUNDED TECHNOLOGY INNOVATION INTO NATIONAL SECURITY AND COMMERCIAL MARKETS. IQT EMERGE WILL HELP DARPA SCALE ITS EMBEDDED ENTREPRENEURSHIP INITIATIVE (EEI). IN SUPPORT OF TECHNOLOGY INNOVATORS, IQT EMERGE PROVIDES ENTREPRENEURIAL EXPERTISE AND EXPANDED CONNECTIONS AND ACCESS TO U.S. INVESTORS AND CAPITAL AND SUPPORT TECHNOLOGY INNOVATORS EARLIER IN DARPA'S DEVELOPMENT PROCESS. THIS IMPORTANT WORK DELIVERS AN EFFECTIVE COUNTER TO AGGRESSIVE FOREIGN INVESTORS BY BUILDING STRONGER COMPANIES THAT HAVE THE ABILITY TO ATTRACT U.S. CAPITAL. IQT ALSO INCREASED ITS ACTIVITIES WITH CONGRESS, PARTICIPATING IN REQUESTS FOR DISCUSSION ABOUT THE INNOVATION ECOSYSTEM FROM THE STARTUP AND VENTURE COMMUNITY AND THE INTERSECTION WITH NATIONAL SECURITY AS WELL AS INSIGHTS ABOUT THE NOVEL CORONAVIRUS, THE THREAT OF INFECTIOUS DISEASES TO NATIONAL SECURITY, AND UTILITY OF STARTUP TECHNOLOGIES IN THIS SPACE. THESE ACTIVITIES INCLUDE BRIEFINGS TO CONGRESSIONAL MEMBERS AND STAFF AND WRITTEN AND PERSONAL TESTIMONY TO CONGRESS. IQT IS GOVERNED BY AN INDEPENDENT BOARD OF TRUSTEES COMPRISED OF FORMER OFFICIALS FROM THE DEFENSE AND INTELLIGENCE COMMUNITIES, AS WELL AS CURRENT OR FORMER CEOS OF MAJOR COMPANIES, AND UNIVERSITY AND INVESTMENT INDUSTRY LEADERS. IQT IS AN INDEPENDENT, NOT-FOR-PROFIT CORPORATION. IQT IS NEITHER PART OF THE CIA NOR IS IT A GOVERNMENT AGENCY. HOWEVER, IQT IS PARTY TO AND BOUND BY A CHARTER AGREEMENT AND ANNUAL CONTRACTS WITH THE CIA. FORM 990, PART VI, SECTION A, LINE 2 BUSINESS RELATIONSHIPS THERE IS A BUSINESS RELATIONSHIP BETWEEN C. DARBY (CEO & TRUSTEE) AND J. SMITH (TRUSTEE) AS THEY BOTH SERVE AS BOARD MEMBERS OF THE CIA OFFICERS MEMORIAL FOUNDATION. THERE IS ALSO A BUSINESS RELATIONSHIP BETWEEN C. DARBY AND S. BOWSHER (PRESIDENT), AS THEY BOTH SERVE AS OFFICERS OR DIRECTORS OF CHAIN BRIDGE I, A SPECIAL PURPOSE ACQUISITION COMPANY, OR CHAIN BRIDGE GROUP, THE SPONSOR OF CHAIN BRIDGE I, AND AS THEY ARE CO-MANAGERS OF ALIAS PARTNERS LLC, AN INVESTMENT VEHICLE. FORM 990, PART VI, SECTION B, LINE 11B REVIEW OF FORM 990 THE FORM 990 WAS PREPARED BY THE COMPANY'S EXTERNAL TAX ADVISORY FIRM WITH THE ASSISTANCE OF IQT'S FINANCE TEAM. THE FORM 990 WAS ALSO REVIEWED BY CERTAIN MEMBERS OF THE COMPANY'S EXECUTIVE TEAM, INCLUDING THE COO AND GENERAL COUNSEL. ADDITIONALLY, THE AUDIT AND ETHICS COMMITTEE OF THE BOARD OF TRUSTEES REVIEWED THE FORM 990 DURING ONE OF ITS QUARTERLY MEETINGS. AFTER REVIEW BY THE AUDIT AND ETHICS COMMITTEE, THE FORM 990 WAS DISTRIBUTED TO ALL MEMBERS OF THE BOARD OF TRUSTEES PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY DISCLOSURE AND RECUSAL ARE REQUIRED FOR ALL CONFLICTS OF INTEREST UNDER THE CONFLICTS OF INTEREST POLICIES FOR TRUSTEES, OFFICERS AND EMPLOYEES. FOR EVERY TRANSACTION SUBJECT TO BOARD/COMMITTEE APPROVAL, THE MEMBERS OF THE BOARD AND COMMITTEE ARE ASKED TO DISCLOSE ANY CONFLICTS UNDER THE POLICIES. FOR EACH TRANSACTION, IQT ALSO IDENTIFIES AND DISCLOSES ANY CONFLICTS INVOLVING IQT TRUSTEES, OFFICERS AND EMPLOYEES. EACH TRUSTEE, OFFICER AND EMPLOYEE WHO HAS A CONFLICT IS RECUSED FROM PARTICIPATING IN IQT'S DELIBERATIONS OF, OR VOTES TO AUTHORIZE, RATIFY OR CONFIRM THE TRANSACTION THAT IS THE SUBJECT OF THE CONFLICT UNLESS A WAIVER IS GIVEN BY A MAJORITY OF THE DISINTERESTED MEMBERS OF THE BOARD (IN THE EVENT OF A TRUSTEE OR OFFICER), THE BOARD, OR THE CORPORATION'S ETHICS OFFICER (IN THE EVENT OF AN EMPLOYEE WHO IS NOT A TRUSTEE OR OFFICER.) ADDITIONALLY, EACH YEAR, ALL IQT TRUSTEES AND OFFICERS ARE REQUIRED TO COMPLETE A QUESTIONNAIRE AS TO WHETHER THE TRUSTEES ARE INDEPENDENT AND WHETHER THE OFFICERS OR TRUSTEES HAVE A FAMILY RELATIONSHIP OR A BUSINESS RELATIONSHIP WITH ANY OTHER OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE OF IQT. IN ADDITION, THROUGHOUT THE YEAR, EMPLOYEES ARE REQUIRED TO DISCLOSE OUTSIDE ACTIVITIES AS THEY ARISE. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION EXPLANATION IN FORMULATING IQT'S COMPENSATION SYSTEM, THE BOARD OF TRUSTEES COMPLIES WITH ITS RESPONSIBILITIES UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE"), TO PAY REASONABLE COMPENSATION TO IQT'S EMPLOYEES AND TO AVOID ANY "EXCESS BENEFIT TRANSACTIONS" UNDER SECTION 4958 OF THE CODE. IN OVERSEEING IQT'S COMPENSATION SYSTEM, THE BOARD ADHERES TO THE FOLLOWING PRINCIPLES: - THE COMPENSATION SYSTEM IS APPROVED BY THE BOARD OR A COMMITTEE OF THE BOARD COMPOSED ENTIRELY OF INDEPENDENT TRUSTEES WHO ARE NOT EMPLOYEES OF, OR INDEPENDENT CONTRACTORS TO, IQT. - THE BOARD, OR COMMITTEE THEREOF, OBTAINS AND RELIES UPON APPROPRIATE COMPENSATION DATA FOR COMPARABLE ENTITIES PRIOR TO MAKING COMPENSATION DETERMINATIONS; AND - THE BASIS FOR ITS DETERMINATION IS DOCUMENTED CONCURRENTLY WITH THE BOARD OR COMMITTEE MAKING THAT DETERMINATION. IQT'S HUMAN RESOURCES AND COMPENSATION COMMITTEE (THE "HR AND COMPENSATION COMMITTEE OR "COMMITTEE") HAS BEEN CHARGED BY THE BOARD OF TRUSTEES TO ASSIST THE BOARD IN OVERSEEING IQT'S COMPENSATION SYSTEM. SPECIFICALLY, THE COMMITTEE PERFORMS THE FOLLOWING DUTIES: - ENSURES THAT IQT'S COMPENSATION PROGRAM AND OTHER EMPLOYEE BENEFITS ARE COMPARABLE TO APPROPRIATE MARKETS. - CONDUCTS AN ANNUAL REVIEW OF THE CHIEF EXECUTIVE OFFICER'S ("CEO'S") PERFORMANCE AND MAKES RECOMMENDATIONS TO THE BOARD OF TRUSTEES ON THE CEO'S COMPENSATION AND BENEFITS FOR THE NEXT YEAR. - ON AN ANNUAL BASIS, REVIEWS THE CEO'S RECOMMENDATIONS REGARDING THE COMPENSATION AND BENEFITS OF THE OTHER DISQUALIFIED PERSONS, AS DEFINED IN SECTION 4958 OF THE INTERNAL REVENUE CODE, AND DETERMINES THEIR COMPENSATION AND BENEFITS FOR THE NEXT YEAR. - ON AN ANNUAL BASIS, REVIEWS THE DETERMINATION OF COMPENSATION AND BENEFITS OF THE OTHER EMPLOYEES MADE BY THE CEO OR THE CEO'S DESIGNEE. - ENGAGES AN INDEPENDENT COMPENSATION CONSULTING FIRM TO PERFORM A PERIODIC STUDY OF IQT'S COMPENSATION PROGRAM AND ADMINISTRATION, OR PARTS THEREOF. (THIS STUDY INCLUDES, BUT IS NOT LIMITED TO, A REVIEW OF DATA THE COMPANY USED TO BENCHMARK POSITIONS, DOCUMENTATION OF BASE SALARY ADJUSTMENTS, AND ANNUAL INCENTIVE PLAN AWARDS.) FOLLOWING COMPLETION OF SUCH STUDY, THE COMPENSATION CONSULTING FIRM DELIVERS A REPORT TO THE HUMAN RESOURCES AND COMPENSATION COMMITTEE DISCUSSING IQT'S ADHERENCE TO ITS COMPENSATION POLICIES. - WORKS WITH IQT'S IN-HOUSE AND OUTSIDE COUNSEL TO ENSURE THAT IQT'S COMPENSATION STRUCTURE AND PLANS COMPLY WITH INTERNAL REVENUE CODE AND OTHER LEGAL REQUIREMENTS. - KEEPS THE BOARD OF TRUSTEES INFORMED OF KEY COMPENSATION AND HUMAN RESOURCE ISSUES AFFECTING IQT. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENTS AVAILABLE TO THE PUBLIC IQT DOES NOT MAKE THIS INFORMATION AVAILABLE TO THE PUBLIC. FORM 990, PART XI, LINE 9 CHANGES IN NET ASSETS ON APRIL 1, 2020, IQT ADOPTED ASU NO. 2014-09 - REVENUE FROM CONTRACTS WITH CUSTOMERS (TOPIC 606), AS AMENDED WITH RETROSPECTIVE APPLICATION TO THE PRIOR PERIODS. AS A RESULT, IQT REMOVED THE DEFERRED REVENUE LIABILITY OF $77,582,905, WHICH ADJUSTED NET ASSETS BY THE SAME AMOUNT AS OF MARCH 31, 2021. 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THIS ENTITY WAS CREATED AS PART OF AN EMPLOYEE INCENTIVE PROGRAM (EIP) WHICH INVOLVED MAKING SIDE-BY-SIDE EQUITY INVESTMENTS WITH IQT. THE EIP WAS SUSPENDED IN JUNE 2007 AND NO FURTHER INVESTMENTS ARE BEING MADE.