Forge Global - Q3 2023

Transcript

Operator (participant)

Good afternoon. My name is Emma, and I will be your conference operator today. At this time, I would like to welcome everyone to the Forge Global Second Quarter 2023 Financial Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press Star followed by the number one on your telephone keypad. If you would like to withdraw your question, again, press the star one. Thank you. Dominic Paschel, you may begin your conference.

Dominic Paschel (SVP of Finance and Investor Relations)

Thank you, Emma, and thank you all for joining us today for Forge's second quarter 2023 earnings call. Joining me today are Kelly Rodriques, Forge's CEO, and Mark Lee, Forge's CFO. They will share prepared remarks regarding the quarter's results, and they will take your questions at the end. Just after market close today, we issued a press release announcing Forge's second quarter 2023 financial results. A discussion of our results today is complementary to the press release, which is available on the IR page of forge.com. This conference call is being webcast live and will be available for 30 days to replay. Beginning about 1 hour after the conclusion of this call, there will also be an accompanying investor supplemental PDF on our IR page. During this conference call, we may make forward-looking statements based on current expectations, forecasts, and projections as of today's date.

Any forward-looking statements that we make are subject to various risks and uncertainties, and there are important factors that could cause actual outcomes to differ materially from those included in the statement. We discussed these factors in our SEC filings, including our quarterly report on Form 10-Q, which came out a few minutes ago. As a reminder, we are not required to update our forward-looking statements. In our presentation today, unless otherwise noted, we will be discussing adjusted financial measures, which are non-GAAP measures that we believe are meaningful when evaluating Forge's performance. For detailed disclosures on these measures and GAAP reconciliations, you should refer to the financial data contained within our press release, which is also posted on the IR page. Additionally, we have posted our second-quarter supplemental information on the same page, as I mentioned. Today's discussion will focus on the second quarter of 2023.

As always, we encourage you to evaluate both the annual and quarterly results for a full picture of Forge's performance. With that, I'll turn it over to Kelly.

Kelly Rodriques (CEO)

Thank you, Dom. Thanks, everybody, for joining. Just like in past quarters, we'll talk about some of the highlights from Q2, and then Mark will give you a deeper dive into our financials from the quarter. We'll close with some insight into how the private market asset class is performing. But first, just a quick reminder of why Forge is here and what we're trying to do. There is an inevitable opportunity before us. Thousands of technology companies with the potential for high growth are heads down right now, solving some of the world's most challenging problems. They are creating the technologies of tomorrow: artificial intelligence, satellite networks, and rockets to Mars, and food made from air. Technologies that are helping cure or prevent disease, and that are changing the way we work and how efficiently and effectively all of us can do our jobs.

These disruptive technologies take time to create, and investors aren't just clamoring for exposure to these world-changing companies. They want regular access. They want to dedicate portions of their total portfolios. They want to participate in wholly new financial products that track private market performance. Forge was created at the center of what was once an opaque, inefficient, and illiquid market to bring our own disruptive technology to bear, to transform the private market. And even through challenging market conditions over the past cycle, we've made progress in doing the difficult work to push this asset class forward. Through our data, investors, including institutions, have new information and new access to insights that are helping them time their market re-entry and plan for the long term.

The Forge Private Market Index, which tracks the performance of the 75 most liquid names in the private market, is providing new insight and transparency. It is the blueprint on which new innovations are possible and on which new financial products will be built.... We've worked to position Forge at the center of the private market ecosystem. With the technology, data, expertise, and network, it will allow us to capture more of the pent-up demand from existing and wholly new audiences as private market activity continues to expand and as the market continues to reset. So with that, let's get into some of the financial and business highlights from the second quarter. In Q2, Forge's total revenue, less transaction-based expenses, was up 8% to $16.6 million from $15.5 million in Q1.

Placement fee revenue, less transaction-based expenses for Forge in Q2, improved for the first time in six quarters, up 22% to $5.6 million compared to Q1. This was due to slightly improving market conditions that benefited our markets business. While we cannot predict the future, we view this as a positive indicator that the private markets may have troughs. We'll need to see more of a trend before drawing absolute conclusions. Another encouraging indicator was the rise in transaction volume, which increased 20% to $153.2 million in Q2. Forge's Adjusted EBITDA loss narrowed in the second quarter to $11.8 million, better than last quarter's loss of $13 million and a $12.3 million loss in Q2 last year. This reflects revenue growth and a disciplined and deliberate cost management strategy, including intentional cost-cutting enacted in prior quarters.

This cost discipline has extended into the third quarter, and we're reiterating our commitment to lowering our burn for 2023 and for 2024. Mark will talk more about this in his section. Custody administration fees for the seventh straight quarter continued to rise to $11 million in Q2, benefiting again from the higher interest rate environment. In addition to our financial highlights for the quarter, Forge was added to the Russell 2000 as part of the index's annual reconstitution, which helps to validate our business as a category leader. Finally, in our ongoing effort to drive deeper engagement and provide more value to institutional investors, in July, we launched the Forge Investment Outlook. This is a new quarterly content franchise from Forge. It contains institutional-grade research designed to help the most advanced investors understand and go deeper into this market.

It demonstrates the new level of transparency we're bringing to the private market and showcases data that we believe sheds new light on private market performance. With that, let me turn it over to Mark.

Mark Lee (CFO)

Thank you, Kelly. In Q2, Forge's total revenue, less transaction-based expenses, totaled $16.6 million, up 8% from $15.5 million last quarter. This increase was largely driven by placement fee revenue. Total placement fee revenues, less transaction-based expenses, reached $5.6 million, up 22% from $4.6 million last quarter. Transaction volume for the quarter increased 20% to $153.2 million in Q2, while our overall net take rate increased from 3.6% last quarter to 3.7% in Q2, which is slightly higher than our historical averages. Total custodial administration fees rose 1% in Q2 to $11 million, up from $10.8 million last quarter and up 93% year-over-year. Our custodial business continues to provide stability and balance to our revenue streams, particularly through uncertain macroeconomic periods.

Forge's custodial cash balances totaled $550 million at the end of Q2, down from $574 million at the end of last quarter. We believe this decline was primarily driven by cash sorting and search for yield. This decrease was more than offset by the increase in the Fed funds rate and our cash administration fees. Total custody accounts totaled 2 million in Q2, essentially flat from last quarter. Assets under custody were $15.3 billion at the end of Q2 versus $14.8 billion last quarter, an increase of 3%. Total headcount was 358 at the end of June.

Kelly highlighted our commitment to reducing our burn rate, and as such, further cost reduction actions were taken in the current third quarter, bringing headcount down to 339, down from 349 at the start of the year. Second quarter net loss increased to $25.1 million compared to $21.3 million last quarter. This change is driven by an increase of $6.4 million in non-cash expense, going from $9.7 million in Q1 to $16.2 million in Q2. This includes share-based compensation and an increase in the fair value of our warrant liabilities due to a rising share price. In the second quarter, Adjusted EBITDA loss improved to $11.8 million, compared to a loss of $13 million last quarter, driven by improved revenues and tight cost controls.

Net cash used in operating activities was $13.6 million in the quarter, an improvement compared to net cash used in operating activities of $17.7 million last quarter. As a reminder, the first half of our fiscal years include timing-driven cash flows, such as payout of our annual bonuses and payment of annual corporate insurance premiums, which will not recur in the second half of 2023. Our corporate cash and cash equivalents, including term deposits in excess of 90 days, ended the quarter at approximately $162.2 million, compared to $175.3 million last quarter. From a housekeeping perspective, our weighted average basic number of shares used to compute net loss was 173 million shares, and our fully diluted outstanding share count as of June 30th was 199 million shares.

For Q3, we estimate 173 million weighted average basic common shares for EPS modeling purposes. Historically, there is an inherent summer seasonality, which tends to result in lower third quarter trading volumes, similar to what you see across Wall Street. However, based on the visibility that we have at this point in the quarter, we believe third quarter, third quarter volume will equal or slightly exceed that of Q2, which is a positive indicator relative to historic trends. In summary, we continue to monitor the state of the markets and actively manage our cost structure. Forge remains committed to lowering our overall use of cash in 2023 and to being good stewards of our capital. Now back to Kelly for a brief private market overview before we turn it over for questions.

Kelly Rodriques (CEO)

Thank you. Thank you, Mark. As Mark said, we'll continue to monitor costs. We're on track with our commitment to lower our cash use and have taken intentional and thoughtful measures to reduce costs as we remain focused on lean growth. Meanwhile, there are reasons to feel encouraged that the market may be warming. For example, we closed 46% more trades in Q2 than in Q1, and the number of issues we transacted in was up by 25% quarter-over-quarter. Looking at the overall market trends, we believe the market is working through what we call the Great Reset, a mass revaluation that is pressuring companies to adopt lean growth and prioritize profitability. In this era of the Great Reset, our data is showing that companies' valuations today are closer to their second to last funding round than to their most recent funding round.

In our Q2 private market update, we reported that median trade prices for companies trading on the Forge platform imply valuations 5% below the company's second to last primary funding rounds, and about 51% below their most recent funding round. Some companies have recognized this valuation reset publicly, writing down their valuations to set investor expectations and prepare for their next capital raise or exit. For many others, that recognition won't come unless and until they need to raise a new round of primary funds. Many companies continue to delay new primary rounds, but as the timestamp between their last primary extends to an average of 20 months, the pent-up demand for liquidity from employees and investors only grows. While still, only a handful of unicorns have waded into the public market waters.

The reception to those who have, has demonstrated enthusiastic investor demand for public investment opportunities, which could encourage more large unicorns to seek public exits. Investors have, in past cycles, shown they are motivated by signs of impending exits to get into the private market to invest early. A Wall Street Journal headline recently on July 24th captured that sentiment we are feeling. "FOMO Drives Investors as IPO Market Awakens From Long Slumber." Signs that investors have worried about missing the bottom are good for Forge, even as the lead lag in the private versus public market persists. While we've noted positive momentum in some of the major public indices, the Forge Private Market Index is down 17% for the year through the end of Q2. However, through the three-month period ending in July, the Forge Private Market Index remained flat.

That's the first three-month period where the index performance did not decline since the market turned at the beginning of 2022.... We've also noted a narrowing of the bid-ask spread on the Forge platform from 30% in April to between 17% and 18% in May and June. Through the end of July, we saw the bid-ask spread narrow further to 15%. That's a positive signal that buyers and sellers are getting closer on price, and perhaps that some investors believe they've reached the bottom. We've also seen elevated right of first refusal or ROFR rates continue, meaning existing investors of these companies are seeing prices that sellers are agreeing to as attractive.

In closing, we are feeling some momentum in the interest and activity on the platform, and as Mark mentioned, based on what we can see so far in the quarter, we expect third quarter markets results to come in on par or better than the second quarter. As the market reawakens, we are continuing to invest in our disruptive technology and data offerings and to exercise lean growth as we look forward to continuing our positive momentum. Thank you, and back to Dom.

Dominic Paschel (SVP of Finance and Investor Relations)

Yeah. Thank you, Kelly. With that, Emma, can we please open to questions from the line?

Operator (participant)

As a reminder, if you would like to ask a question, press star followed by the number one on your telephone keypad. Your first question comes from the line of Owen Lau with Oppenheimer. Your line is open.

Owen Lau (Executive Director and Senior Analyst)

Hey, good afternoon. Thank you for taking my questions. So for public markets, I think many people or some people would say we have passed the worst time for private markets. Kelly, you just mentioned that the private market has probably troughed, but you still have some reservations. So what are the potential wild cards that can derail this trend? Thank you.

Kelly Rodriques (CEO)

I'm sorry, could you repeat? What are the potential what?

Owen Lau (Executive Director and Senior Analyst)

Like, potential- like, reasons that can derail this trend? Any, any, any potential reason that you would see, this recovery may not materialize?

Kelly Rodriques (CEO)

Well, I'll start, and Mark, you can jump in. I mean, I think, you know, what we've been watching for the last year and a half are big macroeconomic trends in the world, and we'll continue to watch those. But clearly, you know, the private markets take longer, and so what I think you're seeing is the reaction finally coming to the private markets that have been present in public pricing and public markets for a while. So I can't say anything specifically jumps, you know, jumps out at me. I'd say the only other factor is this delay in fundraising. I think companies are continuing to delay their next capital rounds until they see performance improve and probably some degree of recovery.

I'd say the irony is that until they start fundraising and those marks start hitting the street, you know, that will continue to keep things running at a pace that may not be as quickly as the public markets. But I'll let Mark comment on this one too.

Mark Lee (CFO)

Yeah, Owen, I think it's pretty much kind of, you know, the comments and the variables that we described in the call, right? We are seeing signs of improvement. We're seeing the spread narrow in the private markets, right? We're seeing the performance of private companies as expressed through the Forge Private Market Index start to flatten. I think the fact that there has been recovery, when I looked at the stats for the public indices through last Friday, not counting yesterday and today, you know, the QQQs were up 41%, Nasdaq was up 34%, S&P up 17%, Russell 2000 up 12%.

So when you look at the disparity in investment performance and the lag between the public and private markets, with the private markets as measured by our index, down 17% this year, so flat for the last three quarters, I think that represents an opportunity. And as long as the public markets don't slide back, you know, that, that lag could potentially be an opportunity for people who, you know, have the willingness to kind of invest in the private market, you know, even though, even though, of course, it's a less liquid market than the public side.

So I think we're seeing the right positive signs, and it's a question of kind of the market continuing to return to normalcy, whether that's, as Kelly said, kind of companies starting to, you know, get back into the IPO market and companies starting to, you know, do their next funding round, right? And those will all be kind of continuing signs of improvement that will support the growth in our business.

Owen Lau (Executive Director and Senior Analyst)

Got it. I think this is very helpful. And then in terms of valuation, I think you mentioned the median discount to the most recent funding round and to the second most recent funding round shrunk in the second quarter compared to the first quarter. Could you please talk about how much of that shrinkage is driven by, like, the valuation of AI companies, and do you see any sign that this trend, like this increased valuation, has broadened out to other companies outside of AI companies? Thank you.

Kelly Rodriques (CEO)

So, I mean, AI is definitely the sector of the moment, but we don't see valuations overall being driven by AI companies at this point. You know, I think we're probably talking more about companies that are raising capital having more to do, companies raising capital in the last 3-6 months, having more to do with valuations improving, and just the overall macro environment, finally getting people comfortable to come back into the market. But we're still early, and part of what I've been commenting on in the press about the Great Reset has to do with the fact that we're at the beginning stages of it.

I think we've got a fairly small percentage of companies that have traded in the last three to six months that have raised new rounds. It's still relatively early in the Great Reset, so this will play out, we think, over the next, you know, one to three quarters, so we'll continue to watch it. But AI is exciting. Certainly, there's a lot of interest in it. It's just not affecting overall valuations as much as you might think.

Mark Lee (CFO)

And Kelly.

Owen Lau (Executive Director and Senior Analyst)

Thank you very much. Go ahead.

Mark Lee (CFO)

Hey, Owen. Owen, if I could add one more thing. Hopefully, you've had a chance to read the Forge Investment Outlook, which we published recently. I would refer you to that publication. On page nine, we actually break out the Forge Private Market Index across sectors. So when you're asking a question specifically about what parts of the index or the market are performing, actually, we specifically on that page show you the Q2 returns of the different sectors embedded within our index. So we break out enterprise software, Fintech, consumer and lifestyle, industrials, food tech, transportation, healthcare, education, and real estate. And you can see on that page kind of the dispersion and the average returns for each of those subsectors, you know, within our overall index.

So I think that would go a long way to giving you and other readers and investors kind of insights into what we're seeing across sectors and companies.

Owen Lau (Executive Director and Senior Analyst)

Thanks a lot. We appreciate your answer.

Operator (participant)

Your next question comes from the line of Jeffrey Schmitt with William Blair. Your line is now open.

Jeff Schmitt (Research Analyst)

Hi, thanks. So as you continue to build out the data platform, you continue to add products and capabilities there, how does growth of that segment look? And, you know, when might you start breaking that out separately?

Kelly Rodriques (CEO)

Well, at this point, we feel like we've reached pretty good product market fit. I mean, it's been about a year and a half since we brought it out. And we don't want to make any forward statements committing to when we're going to do it, but as we look into the rest of 2023 and 2024, we're certainly looking at how our organization is set up to go out and expand, but we've already begun to put more marketing emphasis and more of our messaging emphasis, as you can hear, on data and the index. So, not making any specific commitments, but we are looking at 2024 to continue to make that one of our top two investment priorities.

Jeff Schmitt (Research Analyst)

Okay.

Mark Lee (CFO)

This is-

Jeff Schmitt (Research Analyst)

Go ahead, Mark.

Mark Lee (CFO)

Oh, sorry, Jeff. I was just gonna, as a reminder, we did disclose our annual bookings at the end of the year, and at a minimum, you know, our intent would be to disclose our annual data bookings, you know, each year on an annual basis.

Kelly Rodriques (CEO)

Yeah, and at the end of the year, that was $1.2 million, up from $200,000.

Jeff Schmitt (Research Analyst)

Got it. Okay. And then, transaction volume was up nicely in the quarter, but looking at volume per trade, it seemed to be down a fair amount. So was there sort of a mix shift there to more retail investors trading on the, on the platform in the quarter? And did that drive the, the take rate up at all?

Mark Lee (CFO)

Yeah. Yeah, no, it's a great observation, Jeff. So, I mean, just in terms of kind of the pure factual numbers, we did do a fewer amount of large large block trades. You know, we measure that in terms of trades over $5 million, and so we did fewer large blocks, but obviously the positive was we did a significantly more number of smaller trades, and as you pointed out, that drove up our overall take rate. And so, you know, that 3.7% take rate compares to, you know, the average of 3.3% for full year 2022 and 2021. So it was a quarter where it was, you know, more dominated by smaller trades. Although early into Q3, we are seeing our average trade size start to pick up again.

So that is something that, as we've talked about in the past, you know, that mix of business will affect our overall take rates and average trade sizes.

Jeff Schmitt (Research Analyst)

Okay. Very helpful. Thank you.

Operator (participant)

Your next question comes from the line of Devin Ryan with JMP Securities. Your line is now open.

Devin Ryan (Managing Director)

Hey, Kelly. Hi, Mark, how are you?

Kelly Rodriques (CEO)

Great, thanks.

Mark Lee (CFO)

Hey, Devin.

Devin Ryan (Managing Director)

Hey, a couple questions just on the outlook and, you know, good to get all the color from you guys and your outlook report as well. So, you know, good to see some of the building evidence around the recovery. I guess the first question is, you know, what do you guys think a recovery really looks like? We're obviously kind of troughing, or it feels like it, and starting the recovery, but do you see kind of a level of pent-up demand to transact that maybe we get to a point where there's a little bit of a quote, "spring," once there's a higher degree of confidence and maybe equilibrium between buyers and sellers?

And just trying to think about, you know, maybe that's when the IPO window opens, and that will be the catalyst to really kind of drive that cold spring? Or, if we're not thinking about it the right way, you know, do you just feel like this is going to be a steady grind higher over the next couple of years to the extent we are recovering? Love to just get a little flavor for how you guys are thinking about it.

Kelly Rodriques (CEO)

Yeah. So the data would suggest that there's pent-up demand, and we've been watching the data for several quarters. But at the same time, you know, we're hopeful. We've been really careful about cost control, and in particular, making sure that we're running the business in a manner that assumes it's not gonna come, you know, back in the kind of return to 2021, you know, volume and valuation. So I'd say we're watching it. We're optimistic. With the bid-ask spread data that you're starting to see now on the platform that we reported on, and just the pure numbers of IOIs that have been elevated for quite a while, you know, we are expecting some degree of recovery. We're just not gonna expect it to come, you know, charging back.

But we're gonna manage, you know, with modesty. And I'd say one of the things that we're looking at is our pipeline. It really gives us a pretty good view into sort of the next six weeks. And those are improving, and that's part of the reason why we made the comments about Q3, because we can see that the pipeline has steadily improved from the beginning of the year until now. So I guess I'd say, and I'll let Mark comment further, my expectation is that the pipeline will continue to improve at the rate that it has been improving, which is encouraging, but that would indicate that the recovery will take a while. Mark?

Mark Lee (CFO)

Devin, I think I would add that. I mean, I think you are spot on from a macro standpoint. You know, seeing IPOs come back in the market, seeing successful, you know, public company exits for privates, it will be an important factor. I think, as Kelly mentioned, the Great Reset has seen more private companies, you know, do that next funding round and reset the primary valuation. That will be another kind of validating of the new normal and the new valuations for private companies. On a more micro level, I mean, we continue to see record levels of sellers, both in terms of number of sell-side IOIs, as well as represented by the number of issuers which have selling interest on our platform.

And, you know, there's still a relatively steady balance, but we do see some slight improvement in terms of the mix of buy-side versus sell-side IOIs. We have been talking about that last quarter, about a roughly 2/3 to 1/3 ratio between sell-side to buy-side IOIs coming in, and that ratio now is more closer to 60/40. So some improvement. I mean, we would want to see that start to get back towards a more normalized 50/50 ratio between buy and sell-side IOIs. But we are seeing some incremental improvement.

And then kind of last point, if you have had the chance to read the Investment Outlook, which I'm plugging again, we do point out that in terms of the number of companies which have exercised their ROFRs, that increased in Q2 to 25% of all issuers that we traded exercised at least one ROFR. And that's, you know, that's a-- that's an increase from prior quarters, and it's the highest level in terms of number of issuers which had a ROFR in the quarter. That's the highest percentage in over two years.

So I think that when you combine that with the disparity we talked about between public performance in 2023 and private markets, I think that valuation, as supported by the increased percentage of issuers exercising their ROFR rights, kind of tells you that we're getting to the point where the opportunity to, you know, invest in the private companies looks awfully attractive.

Devin Ryan (Managing Director)

Okay. Thank you both. Really helpful. And then, you know, somewhat related, but, you know, I think the framework here is that, you know, 2021 was kind of a special environment just for risk appetites and valuations, and that we may not be in that type of environment for some period of time. However, you know, there's a secular growth aspect to the market that you're in, and a maturation of the market. So we don't necessarily need to be in a 2021 market for volumes to be much higher and for Forge to be more successful, and I think that's at least part of our thesis.

And so I'd love to just maybe hit on, if you can, some of the anecdotes around just progress that you're having, just, you know, further developing the market and standardizing the market, with companies that are trading on Forge, so that when we get into maybe a more, quote-unquote, "normal environment," there's just a lot more activity on Forge, and your market share is also greater. Just trying to think about kind of some of the things you guys are still doing behind the scenes that maybe isn't becoming evident yet, just because we're in this kind of trough of the private markets.

Kelly Rodriques (CEO)

First of all, there are more companies than ever that are coming to the same conclusion that the thesis that built the company was based upon, which is staying private longer to build a world-changing business has different capital and liquidity needs than what was previously the case when companies were going public, you know, in five to seven years. I'd say there is an anecdotal sentiment that runs through a lot of the newer unicorns that liquidity secondary access is part of the natural life of a private company. And so, we continue to see support much greater than we saw when Mark and I, you know, were part of this five years ago, from companies accepting that.

So what I guess if I look back at 2021, a lot of that volume was driven by the big IPOs that happened in 2021. So in a world where we get back to sort of normalized IPO, then yes, we will benefit from that, as well as a broadening level of participation by companies, not just in the U.S., but globally. And I guess to some of my comments I made today, and part of the reason why we've got this index, is because we believe there are new products that will come to market that will allow a much broader group of people that aren't just buying for a flip or buying for, you know, a hard access company to have a more mainstream position in people's portfolios.

We see a whole set of other factors that are driving the future, that are now starting to present themselves now. It's one of the reasons why data and the index are such a significant part of our strategy. Said another way, we don't need another 2021, where we've got, you know, nosebleed valuations that are unsustainable in order to have the success and the expansion of the overall market. We're really excited about the overall maturity of the market. We've been in a tough macroeconomic time. It's seemingly calming down, but we've got a little ways to go, but there's a lot. We're still so early in the market that I'm really excited about the TAM potential and that others are coming to see the same thing as we are.

But I'll let Mark speak on any of the specific data points he'd like to set up.

Mark Lee (CFO)

Yeah, no, look, I think, I think I would just reiterate, Devin. You know, this last, obviously, 18 months has been kind of a very different and challenging market environment. But at the same time, you've seen Forge roll out a data product, right? Lending capability, open up international operations, you know, and then roll out an index. So we're continuing to try to find that balance between, you know, managing our costs carefully, reducing our burn, but also investing for the future. So, I do think that, you know, comparing where we are now in terms of our products and services and our footprint and our capabilities to where we were back in 2021, we've continued to make good progress. We're just doing it in a very difficult market environment.

Kelly Rodriques (CEO)

Hey, I'd add one more thing, and that is that, you know, while this cycle's been tough, you know, we've had, we've continued to have a significant part of our organization focused on building, you know, scalable, highly automated and sort of, you know, the market infrastructure that's core to the next phase of the market. And while we're not ready to talk about some of the specifics there, you can bet that we've used this last 18 months, in the background, while the market's been dislocated, to continue to make those investments. And we think when they do surface, and we do bring them out, the benefit of that to the overall market in terms of scalability and efficiency will be obvious. So stay tuned.

Devin Ryan (Managing Director)

Yep. All great color. If I can just squeeze one quick one in here, just to—as a follow-up to an earlier question, just on the volume per trade trends, and appreciate some of the color there. And then also kind of the quarter to date, just what you're seeing. You know, just at a kind of higher level, should we expect that you know that you should see kind of a recovery just along with greater volumes and a kind of normalization in the market and valuations over time? Or like, just I don't know if there's more of a mixed shift dynamic here that may make that hard to predict for us on the outside.

Just any kind of thought on, like, what volume per trade probably looks like normalizing, you know, in a normal activity market. Is there more uplift from here, or is it really just simply the mix of the types of transactions?

Mark Lee (CFO)

Yeah, you know, Devin, my general thought on that is that what we've seen in the last, you know, six quarters, you know, have been really a huge expansion in the number of sellers, which typically tend to be kind of the employees, the founders, you know, of the company. So more individual sellers. And what's been lacking is obviously a deficit of institutional buyers. And so I do think that as things normalize over time, that you would see the institutional buyer come back in, you know, and that as that buyer comes back in, the average trade size would start to go up again. So I think in general, that's how I would see it playing out over time, you know, as our markets recover.

Now, one contrast to that is as we continue to automate and improve the overall efficiency of the process, our goal is to expand kind of the number of smaller trades that we can accommodate, to bring down our minimums, you know, from $100,000 to $50,000, $25,000, so people can transact in small size. So that we can accommodate both the institutional investor who wants to trade in size, as well as the individual investor who wants to buy smaller lots. And so I think those would be the two offsetting factors. Institutions coming back into, you know, to invest would raise our trade size, but expanding and improving our tech to create more efficiency should lower our average trade size as we can start to trade even smaller size market cap private companies.

Devin Ryan (Managing Director)

Got it. Very clear. Okay. Thanks, Mark. Appreciate it, guys.

Mark Lee (CFO)

Thanks, Devin.

Operator (participant)

As a reminder-

Dominic Paschel (SVP of Finance and Investor Relations)

No. Thank you, Emma. I think we're at our queue length, so I think we're good to go.

Operator (participant)

Thank you.

Dominic Paschel (SVP of Finance and Investor Relations)

Yeah.

Operator (participant)

We do have one last call.

Dominic Paschel (SVP of Finance and Investor Relations)

Oh, okay. Sorry.

Operator (participant)

We do have one last question this afternoon. My apologies. Your last question comes from the line of Ken Worthington with JPMorgan. Your line is open.

Ken Worthington (Senior Equity Research Analyst)

Mm-hmm. Hi. Thanks for squeezing me—thanks for squeezing me in. Maybe first on headcount, I think headcount was up 6% this quarter from the March quarter. I think you said in the prepared remarks it was down maybe 3%, so far this quarter. So can you talk a little bit about, you know, what positions are being filled here? Where are you finding the opportunities for the headcount efficiency, and how does this all sort of fit into, you know, the good number of initiatives you have, building out Europe, building out data, building out indexes, and trying to kinda keep, keep headcount capped?

Mark Lee (CFO)

Yeah, let me add a few comments, Ken, and then Kelly, Kelly can chime in. I mean, and you hit all the right points here. I mean, it's a balancing act for us, right, of trying to maintain focus on our key strategic priorities, while at the same time trying to manage our overall expense footprint, you know, relative to our revenues, in each quarter. And so to recap, I mean, we started the year with 349 employees, right? It dropped down. We took actions in Q1 to brought our headcount down to 339. During Q2, our headcount expanded back up to 359 as a combination of some strategic hires, you know, backfills and, you know, continual build-out of our technology team. And our numbers will fluctuate from quarter to quarter, right?

But the amount of turnover and critical hires and backfills will always vary. But generally speaking, as we've discussed before, right, we're in a hiring freeze, where we're working to maintain our headcount. And so the numbers went from 349 down to 339, back up to 358 at the end of Q2. And as I said during the call, with actions taken in July, the headcount now is back down to 339. So we're still below where we started the year, and you know, we are trying to actively manage kind of those competing priorities and our strategic, you know, thrust and drives and try to figure out where we can add and where we can subtract.

Ken Worthington (Senior Equity Research Analyst)

Okay. Thank you. That makes sense.

Kelly Rodriques (CEO)

Yeah, I'd add, I'd add that the composition focus has either been in specific areas of engineering that underlie our institutional and our data focus, or in specific areas of go-to-market, where we need institutional or segment expertise that really line up with those, with those services that we're focusing on. So it's really it's really a game of bringing in very specific kinds of talent and making sure we're mindful about where we're reducing so as to not sacrifice those priorities. That's really the fine-tuning on the instrument panel that we're trying to, you know, operate here in this environment. So I appreciate the question. I think it's something that should be known by, you know, by our investors and prospective investors, that we really are trying to line up the precious resources underneath the strategic priorities that we've set for ourselves.

I appreciate the question.

Ken Worthington (Senior Equity Research Analyst)

Great. Then just one last one. I think this goes to a prior question about so reengagement and pent-up demand. But you mentioned that, you know, private company valuations are probably 50% below the latest investment rounds, which makes sense, right? You know, does this reality change? Has it changed the conversations that you've been having with trying to get, you know, new unicorns and new private companies to, you know, I'm using bunny ears, like, list on Forge for the first time? And to the same extent, is this having an impact on those that are already participating on the Forge platform, but, you know, this new reality is something that it's like ostrich in the head in the sand. They don't really want that public mark out there, so they're really reluctant to participate on the platform.

Like, is this reality sort of impeding your business as certain or maybe even many of, you know, your target audience tries to hide from this reality, and therefore, as they go to their next public rounds and the reality becomes public, they are more willing to return to your platform? Maybe that was what you were trying to say in the first place. But anyway, what is, am I sort of barking up the right tree here or?

Kelly Rodriques (CEO)

No, you're making sense. We. A couple of months ago, actually in Q1, we started reporting to the press that the emergence of newer unicorns were starting to populate a lot of the activity and mind share of participants that we were seeing. And I think part of the reason for that, with a lot of the new emerging unicorns, may not have had the baggage of their valuations being highly visible in 2021. And so therefore, it's almost like the Great Reset that we're talking about might not have applied to them because they weren't around in 2020, at least not as unicorns. So I'd say there's almost two classes of companies that we're dealing with here with respect to your question.

Companies that are having to handle and deal with the resetting of a valuation that was incredibly high in 2021, and some of those names you know, because we've talked about them previously going out, whether it be Instacart, whether it be Stripe, whether it be Klarna, these are companies that have massive numbers in 2021 that they're having to publicly deal with. Now, there's a bunch of other names that may have, you know, not done a fundraising round, and so, yes, in that area, that's what I would call, you know, the sort of category of unicorn that have to face the music at some point. The question is, what does their performance look now relative to two years ago? This other class of brand new unicorns aren't facing that reality at all.

There still is valuation pressure, and there is still a question about what should things be priced at, but that's starting to clear itself up. So I'd say, as far as Forge is concerned, if a company comes to the conclusion that they want to allow trading or they want to, in fact, manage a program, then I'd say in all cases, the reality of the current valuation environment is front and center. We will not be, you know, hampered by that or deterred by that as long as companies recognize the moment that we're in, and that's part of the reason why we're trying to acknowledge this Great Reset. So, but, but yeah, I think a lot of companies still haven't come to the reality yet, Ken, and they'll get there when they have to raise money, for sure.

Ken Worthington (Senior Equity Research Analyst)

Okay, great. Thank you very much.

Dominic Paschel (SVP of Finance and Investor Relations)

Awesome. Thank you, Ken, for that, those questions. I think we're going to conclude today's call. We appreciate you all being here and look forward to seeing you on the road in Q3.

Operator (participant)

This concludes today's conference call. You may now disconnect.