2020-11-05T01:21:49-06:00 2019-12-31 910189318 MOSS ADAMS LLP 101 SECOND STREET SUITE 900 SAN FRANCISCO CA 94105 990 2019-01-01 824506840 SIGNAL TECHNOLOGY FOUNDATION SIGN 6503368080 650 CASTRO STREET SUITE 120-223 MOUNTAIN VIEW CA 94041 BRIAN ACTON PRESIDENT 6503368080 2020-11-04 1 TRACY S PAGLIA P00366884 4159561500 2020-11-04 76.14.38.113 2020-11-04 11:25:16 PS P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 00C4359F54289D19625D58AABAD73364CEA05A5F 2019 2021-01-29 14:40:06Z BRIAN ACTON 650 CASTRO STREET SUITE 120-223 MOUNTAIN VIEW CA 94041 36758940 0 X WWW.SIGNALFOUNDATION.ORG X 2018 DE TO DEVELOP PRIVACY TECHNOLOGY THAT PROTECTS FREE EXPRESSION & ENABLES SECURE GLOBAL COMMUNICATION. 2 1 18 1 1400099 1369273 0 17563652 0 0 609365 1674395 0 170833 609365 19408880 0 0 0 0 1835569 6536848 0 0 0 3292098 6944224 5127667 13481072 -4518302 5927808 100490525 77225921 105000645 38304931 -4510120 38920990 THE MISSION OF SIGNAL IS TO DEFEND, BOTH IN THE UNITED STATES AND THROUGHOUT THE WORLD, CORE HUMAN AND CIVIL RIGHTS: THE RIGHT TO FREE SPEECH AND RIGHT TO PRIVACY. 0 0 9361944 0 0 FOLLOWING ITS FORMATION IN EARLY 2018, SIGNAL FOUNDATION'S PRIMARY ACTIVITY WAS THE CONTINUOUS IMPROVEMENT TO SIGNAL MESSENGER IN ORDER TO ENSURE GLOBAL ACCESS TO A SECURE, END-TO-END ENCRYPTED VOICE AND TEXT COMMUNICATIONS PLATFORM. THROUGH SIGNAL MESSENGER, USERS CAN SECURELY CALL AND TEXT ONE ANOTHER. THE CONTENT OF THOSE COMMUNICATIONS ARE SECURELY ENCRYPTED BY THE APP. 9361944 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 13 0 1 18 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 2 1 0 0 0 0 1 1 1 1 1 0 0 1 1 0 1 0 0 1 1 0 CA X ARUNA HARDER 6503368080 650 CASTRO STREET SUITE 120-223 MOUNTAIN VIEW CA 94041 BRIAN ACTON PRESIDENT, SECRETARY, AND TREASURER 20.00 X X 0 0 0 MOXIE MARLINSPIKE DIRECTOR/CEO OF SIGNAL MESSENGER 40.00 X 575275 0 5534 ARUNA HARDER CHIEF OPERATING OFFICER 40.00 X 315733 0 19000 MATTHEW CHEN SOFTWARE DEVELOPER 40.00 X 585320 0 35639 JOSH LUND SOFTWARE DEVELOPER 40.00 X 522412 0 32479 MICHAEL KIRK SOFTWARE DEVELOPER 40.00 X 504466 0 26475 SCOTT NONNENBERG SOFTWARE DEVELOPER 40.00 X 523376 0 26475 TREVOR PERRIN SOFTWARE DEVELOPER 40.00 X 514986 0 26677 3541568 0 172279 17 0 1 0 TWILIO INC 375 BEALE STREET SUITE 300 SAN FRANCISCO CA 94105 PHONE VERIFICATION SERVICES 1017990 AMAZON WEB SERVICES 1200 12TH AVENUE SOUTH SUITE 1200 SEATTLE WA 98144 CLOUD HOSTING SERVICES 887069 STEALTH MODE LLC 650 CASTRO ST SUITE 120-218 MOUNTAIN VIEW CA 94041 RECRUITING SERVICES 287966 NANCY MAST 1293 PUMPKIN TERRACE SUNNYVALE CA 94087 SOFTWARE ENGINEERING SERVICES 197960 NOLAN LEAKE 1788 ELSIE AVENUE MOUNTAIN VIEW CA 94043 SOFTWARE ENGINEERING SERVICES 109400 6 17563652 17563652 1024455 750159 274296 170833 170833 18000000 17350060 649940 649940 649940 19408880 0 1400099 445129 X 915541 580808 334733 4918128 4719339 198789 279559 269957 9602 179177 161482 17695 244443 221025 23418 113273 113273 37481 37481 1592269 1154979 437290 15200 15200 65672 65672 200401 200401 169324 169324 7695 7695 1312630 1312630 1066888 1066888 WEB HOSTING COSTS 2046258 2046258 UBI EST. TAX PAYMENTS 317108 317108 STATE FILING FEES 25 25 13481072 9361944 4119128 0 567878 688926 22073952 34000899 0 36778 50347695 34808226 27500000 7690492 1000 600 100490525 77225921 0 213086 0 49167 105000400 29651678 245 8391000 105000645 38304931 X -4510120 -36427332 0 75348322 -4510120 38920990 100490525 77225921 X 5927808 1060432 36442870 0 X X 0 1 X 1 0 X 17563652 17563652 17563652 17563652 17563652 269852 445129 714981 314772 1369273 1684045 19962678 X SCHEDULE A, PART II: THE 2018 TAX YEAR WAS A SHORT TAX YEAR, AS IT WAS THE ORGANIZATION'S YEAR OF FORMATION. SCHEDULE A, PART II: THE ORGANIZATION IS EXCLUDING FROM SCHEDULE A, PART II, LINE 1, COLUMN (D) CONTRIBUTION REVENUE FROM IMPUTED INTEREST ON A $105,000,000 INTEREST-FREE LOAN FROM THE ORGANIZATION'S FOUNDER DUE IN FEBRUARY 2068. THE CONTRIBUTION REVENUE ARISING FROM THE IMPUTED INTEREST WAS NOT RECOGNIZED ON THE 2018 FINANCIAL STATEMENTS AND FORM 990 (PREPARED ON A CASH BASIS), BUT RECOGNIZED ON THE 2019 FINANCIAL STATEMENTS (PREPARED ON AN ACCRUAL BASIS) AS A CHANGE TO THE BEGINNING OF YEAR NET ASSETS. THE IMPUTED INTEREST CONTRIBUTION IS BEING EXCLUDED FROM SCHEDULE A, PART II, LINE 1 AS: (I) THE ORGANIZATION INTENDS ON PAYING THE ORGANIZATION BACK IN FULL, AND (II) THE AMOUNT RECORDED AS CONTRIBUTION REVENUE ARISING FROM IMPUTED INTEREST IS CALCULATED ON THE ASSUMPTION THAT THE LOAN WILL BE REPAID IN FEBRUARY 2068, WHILE THE ORGANIZATION INTENDS ON REPAYING THIS LOAN SOME TIME BEFORE THIS DATE; THUS, THE AMOUNT IS NOT FIXED AND DETERMINABLE. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 DEFERRED ASSET PURCHASE PAYABLE 8391000 8391000 X 20469312 1060432 1060432 19408880 0 19408880 13481072 0 13481072 0 13481072 PART X, LINE 2: THE FOUNDATION APPLIES THE PROVISIONS SET FORTH IN FASB ACCOUNTING STANDARDS CODIFICATION (ASC) TOPIC 740, INCOME TAXES, TO ACCOUNT FOR THE UNCERTAINTY IN INCOME TAXES. THE FOUNDATION ASSESSED ALL INCOME TAX POSITIONS TAKEN WHERE THE STATUTE OF LIMITATIONS REMAINS OPEN. EXAMPLES OF THESE TAX POSITIONS INCLUDE THE FOUNDATION'S TAX-EXEMPT STATUS AND POTENTIAL SOURCES OF UBTI. THE FOUNDATION BELIEVES THAT ITS TAX FILING POSITIONS WILL BE SUSTAINED UPON TAX EXAMINATIONS; THEREFORE, NO LIABILITY FOR UNRECOGNIZED INCOME TAX BENEFITS HAS BEEN RECORDED AT DECEMBER 31, 2019. 0 0 0 0 0 0 0 1 0 MOXIE MARLINSPIKE DIRECTOR/CEO OF SIGNAL MESSENGER 337500 0 237775 0 0 0 0 0 5534 0 580809 0 0 0 ARUNA HARDER CHIEF OPERATING OFFICER 199167 0 116566 0 0 0 19000 0 0 0 334733 0 0 0 MATTHEW CHEN SOFTWARE DEVELOPER 200000 0 385320 0 0 0 19000 0 16639 0 620959 0 0 0 JOSH LUND SOFTWARE DEVELOPER 150000 0 372412 0 0 0 19000 0 13479 0 554891 0 0 0 MICHAEL KIRK SOFTWARE DEVELOPER 150000 0 354466 0 0 0 19000 0 7475 0 530941 0 0 0 SCOTT NONNENBERG SOFTWARE DEVELOPER 150000 0 373376 0 0 0 19000 0 7475 0 549851 0 0 0 TREVOR PERRIN SOFTWARE DEVELOPER 150000 0 364986 0 0 0 19000 0 7677 0 541663 0 0 0 PART I, LINE 7 A PORTION OF THE BONUS PAYMENTS REPORTED ON SCHEDULE J, PART II, COLUMN (B)(II) WOULD BE CONSIDERED A "NON-FIXED PAYMENT" AS MANAGEMENT OF THE ORGANIZATION MAY EXERCISE DISCRETION AS TO WHETHER A BONUS SHOULD BE PAID OR THE AMOUNT OF BONUS PAID. IN 2019, THE ORGANIZATION ALSO PROVIDED ANNUAL RETENTION BONUSES TO CERTAIN INDIVIDUALS (ALSO REFLECTED IN SCHEDULE J, PART II, COLUMN (B)(II)), WHICH ARE FIXED AMOUNTS OUTLINED IN AN EMPLOYMENT CONTRACT DESIGNED TO ASSIST IN THE RECRUITMENT AND RETENTION OF SOFTWARE DEVELOPERS, AS FOR-PROFIT EMPLOYERS OF SIMILAR EMPLOYEES ARE PERMITTED TO PROVIDE ADDITIONAL BENEFITS (SUCH AS STOCK INCENTIVES) NOT PERMITTED WITHIN A TAX-EXEMPT ORGANIZATION. BRIAN ACTON PRESIDENT, SECRETARY, AND TREASURER START-UP FUNDING X 105000400 29651678 0 1 1 29651678 SCHEDULE L, PART IV: THE ORGANIZATION OBTAINED A 0% INTEREST, UNSECURED PROMISSORY NOTE FROM BRIAN ACTON (PRESIDENT, SECRETARY, AND TREASURER OF THE ORGANIZATION) WHICH IS PAYABLE ON THE 50-YEAR ANNIVERSARY OF THE DATE THE LOAN WAS ORIGINATED (FEBRUARY 28, 2018). FOR GAAP REPORTING PURPOSES, WHILE A PORTION OF THE LOAN HAS BEEN RE-CHARACTERIZED AS AN INHERENT CONTRIBUTION (AND THUS, THE LOAN ONLY REFLECTS AN END-OF-YEAR BOOK BALANCE OF $29,651,678 ON FORM 990, PART X, LINE 22 AND SCHEDULE L, PART IV, COLUMN (F)), NONE OF THE $105,000,000 ORIGINAL LOAN FACE-VALUE HAS BEEN PAID-OFF AS OF 12/31/2019. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS ONE SOLE MEMBER, BRIAN ACTON, WHO IS ALSO DIRECTOR, PRESIDENT, AND SECRETARY/TREASURER OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A THE ORGANIZATION'S SOLE MEMBER HAS THE EXCLUSIVE RIGHT TO ELECT ANY DIRECTOR. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBER OF THE CORPORATION HAS THE FOLLOWING RIGHTS, AS SET FORTH BY THE BYLAWS: (I) THE EXCLUSIVE RIGHT TO ELECT ANY DIRECTOR AND TO SET THE NUMBER OF AUTHORIZED DIRECTORS; (II) THE RIGHT TO REMOVE A DIRECTOR; (III) THE RIGHT TO VOTE ON ANY SALE, LEASE, TRANSFER, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR PROPERTIES OF THIS CORPORATION; (IV) THE RIGHT TO VOTE ON ANY MERGER OF THIS CORPORATION, BUT ONLY TO THE EXTENT REQUIRED BY THE DELAWARE GENERAL CORPORATION LAW; (V) THE RIGHT TO VOTE ON THE DISSOLUTION OF THIS CORPORATION; (VI) THE RIGHT TO VOTE ON THE AMENDMENT OR REPEAL OF THE BYLAWS; (VII) THE RIGHT TO VOTE ON ANY AMENDMENT TO THE CERTIFICATE OF INCORPORATION; AND (VIII) THE RIGHT TO VOTE ON ANY OTHER MATTERS THAT MAY PROPERLY BE PRESENTED TO THE MEMBERS FOR A VOTE, PURSUANT TO THIS CORPORATION'S CERTIFICATE OF INCORPORATION, BYLAWS, OR ACTION OF THE BOARD OF DIRECTORS, OR BY OPERATION OF LAW. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTANT IN CONJUNCTION WITH THE ORGANIZATION'S COO. THE COO THEN REVIEWS A DRAFT OF THE FORM 990 IN DETAIL; ADJUSTMENTS ARE MADE, AS NECESSARY. THE FORM 990 IS THEN MADE AVAILABLE TO ALL MEMBERS OF THE BOARD OF DIRECTORS PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C ALL OFFICERS, MANAGEMENT, CONTRIBUTORS, OR EMPLOYEES OF SIGNAL FOUNDATION OR SIGNAL MESSENGER, LLC (A SINGLE-MEMBER LLC WHOLLY OWNED BY SIGNAL FOUNDATION AND DISREGARDED FOR FEDERAL TAX PURPOSES) ARE COVERED BY THE ORGANIZATION'S CONFLICT OF INTEREST POLICY. EACH DIRECTOR, OFFICER, AND KEY EMPLOYEE OF SIGNAL HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY THAT GOVERNS SIGNAL. DISCLOSURES OF POTENTIAL CONFLICTS OF INTEREST ARE MADE TO MEMBERS OF THE BOARD OF DIRECTORS, INCLUDING ALL MATERIAL FACTS RELEVANT TO A TRANSACTION. THE BOARD, IN THE ABSENCE OF THE CONFLICTED INDIVIDUAL, DETERMINES (BY MAJORITY VOTE) WHETHER THE INTEREST CONSTITUTES A CONFLICT OF INTEREST, AND IF SO, WHETHER THE TRANSACTION IS NEVERTHELESS IN SIGNAL'S BEST INTEREST, FOR ITS OWN BENEFIT, AND FAIR AND REASONABLE TAKING INTO ACCOUNT THE RELEVANT INFORMATION AND FACTS. FORM 990, PART VI, SECTION B, LINE 15 SALARY SURVEYS OF COMPARABLE ORGANIZATIONS ARE PERFORMED TO DETERMINE THE COMPENSATION OF THE OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION. COMPENSATION CONTRACTS AND AGREEMENTS ARE REVIEWED ANNUALLY BY INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, AND GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART IX, LINE 11G SUBCONTRACTORS/CONSULTANTS: PROGRAM SERVICE EXPENSES 1,154,979. MANAGEMENT AND GENERAL EXPENSES 389,567. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,544,546. PAYROLL PROCESSING FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 21,392. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 21,392. RECRUITING: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 25,865. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 25,865. OTHER FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 466. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 466. FORM 990, PART XI, LINE 8: DURING 2019, THE ORGANIZATION CHANGED ITS METHOD OF ACCOUNTING TO PREPARE ITS FINANCIAL STATEMENTS AND FORM 990 FROM CASH BASIS TO ACCRUAL BASIS. WITH THE CHANGE IN ACCOUNTING METHOD, THE ORGANIZATION WAS REQUIRED TO RE-CLASS A PORTION OF THE $105,000,000 INTEREST-FREE LOAN FROM ITS FOUNDER APPEARING ON THE DECEMBER 31, 2018 BALANCE SHEET TO CONTRIBUTION REVENUE IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, RESULTING IN THE LARGE $36,442,870 PRIOR PERIOD ADJUSTMENT TO NET ASSETS APPEARING ON FORM 990, PART XI, LINE 8; THE ORGANIZATION INTENDS ON PAYING THIS LOAN BACK IN FULL ON OR BEFORE THE MATURITY DATE IN FEBRUARY 2068. FORM 990, PART XII, LINE 1: THE ORGANIZATION CHANGED ITS METHOD OF ACCOUNTING FROM CASH-BASIS DURING THE 2018 TAX YEAR TO ACCRUAL-BASIS FOR 2019 TAX YEAR. SIGNAL MESSENGER LLC 650 CASTRO STREET SUITE 120-223 MOUNTAIN VIEW CA 94041 824517054 SIGNAL MESSENGER TECHNOLOGY DEVELOPMENT/SUPPORT DE 173941 8408609 SIGNAL TECHNOLOGY FOUNDATION