Forge Global Holdings - Earnings Call - Q4 2024

Executive Summary

• Q4 2024 was mixed: Total revenue less transaction-based expenses fell to $18.3M from $19.1M in Q3 (softness attributed to election uncertainty and rate cuts), but marketplace net take rate ticked up to 2.8% and trading volume was $298.5M (+19% YoY).
• FY 2024 improved materially: revenue less TBE rose 13% YoY to $78.7M; marketplace revenues up 46% to $37.5M; trading volume up 73% to $1.3B; custodial admin fees down 5% to $41.8M.
• Management authorized a $10M share repurchase and reiterated a 2026 adjusted EBITDA breakeven target; Q1 2025 marketplace revenue is expected to “meet or exceed” the best quarter of 2024 (a positive near‑term catalyst).
• Consensus estimates from S&P Global were unavailable at time of analysis; management noted Street averages for FY25 revenue exceed their current expectations (implies potential expectation reset).

What Went Well and What Went Wrong

What Went Well

• Net take rate increased sequentially to 2.8% (from 2.6%), while Q4 volume of $298.5M supported marketplace revenues despite softer activity: “Total marketplace revenue was approximately flat at $8.6M… our net take rate increased to 2.8% from 2.6%”.
• Strategic progress and pipeline strength: “Our pipeline currently stands at its highest level in almost 3 years… we expect Q1 marketplace revenue will meet or exceed our best quarter in 2024”.
• Cost discipline and long-term path: Achieved $11.9M total cost savings; “we remain confident in our target of reaching adjusted EBITDA breakeven in 2026”.

What Went Wrong

• Custodial administration fees declined QoQ and YoY due to rate cuts, pressuring total revenue less TBE: $9.8M in Q4 vs $10.5M in Q3 and $10.9M in Q4 2023.
• Marketplace activity was “uncharacteristically soft” in Q4 (election uncertainty), with transaction volume down to $299M from $338M QoQ, driving lower total revenue less TBE ($18.3M vs $19.1M).
• Operating and cash metrics still negative: adjusted EBITDA loss of $10.9M; operating cash outflow rose to $7.9M from $5.8M in Q3.

Transcript

Operator (participant)

Good afternoon. My name is Jael, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Forge fourth quarter and fiscal 2024 financial results conference call. On today's Forge Global call will be Kelly Rodriques, CEO; James Nevin, CFO; Mark Lee, Chief of Strategic Wealth Solutions; Lindsay Riddell, Executive Vice President of Corporate Marketing and Communications; and Dominic Paschel, SVP of Finance and Investor Relations. All lines have been placed on mute to prevent any background noise. After the speakers' 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, simply press star one again. I would like to turn the call over to Lindsay Riddell. Ms.

Riddell, you may begin your conference.

Lindsay Riddell (EVP of Corporate Marketing and Communications)

Thank you, Jael, and thank you all for joining us today for Forge's fourth quarter and full year 2024 earnings call. This call will be a bit longer as we recap the full year. Joining me today from Forge are Kelly Rodriques, CEO; James Nevin, Forge's new CFO; Mark Lee, CFO Emeritus and Chief of Strategic Wealth Solutions; and Dominic Paschel, SVP Finance and IR. Just after market closed today, we issued a press release announcing Forge's fourth quarter and full year 2024 financial results. A discussion of our results today complements the press release, which is available on our Investor Relations page. This conference call is being webcast, and in a change from prior quarters, we will show slides during this presentation. The replay of the webcast, as well as the slides, will be available via the IR page of our website shortly after the conclusion of this call.

We will also post to that page our prepared remarks and investor supplemental document, which consolidates some relevant metrics. 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 these actual outcomes to materially differ from those included in these statements. We discuss these factors in our SEC filings, including our annual report on Form 10-K, which will be found on the IR page of our website after it is filed. 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 the company's performance.

For detailed disclosures on these measures and the GAAP reconciliations, you should refer to the financial data contained within our press release, which is also posted to the IR page. Today's discussion will focus on the fourth quarter and full year 2024 results. As always, we encourage you to evaluate both annual and quarterly results for a full picture of Forge's performance, which can be affected by unexpected events that are outside of our control. With that, I'll turn it over to Kelly, our CEO.

Kelly Rodriques (CEO)

Thank you, Lindsay and Dom. Good afternoon, everyone, and thank you for joining us today. We closed out 2024 with 13% year-over-year revenue growth and a strong pipeline. Despite a muted fourth quarter stymied by the presidential election cycle, our year-over-year revenue improvement included a 46% increase in marketplace revenue, which grew to $37 million. As Q4 came in near even to Q3, I'm happy to report we've observed improving overall market dynamics and growing deal activity, aided by the technology improvements we delivered to support our leading marketplace. We are encouraged by signs of a strong start to the year, which we believe bode well for a more active 2025 market. These include a relatively low bid-ask spread and improving valuations, as reported in our February Forge Private Market update.

The Forge Private Market Index is up 33% over the prior three months as of the end of February, outpacing major indices like Nasdaq and the S&P 500. In February, the index experienced its largest single-day gain in its history, jumping 20%, mostly driven by Figure AI's 850% price increase. Other index names have announced sizable tender offers, including Stripe, which saw a valuation improvement of 31% with its funding news. This demonstrates that the rally we're observing may be broadening beyond the AI sector, which has driven the bulk of momentum over the past several months.

Meanwhile, the IPO pipeline is expanding, with 13 IPO filings of planned raises of $100 million or more in January, which was the highest monthly total of filings of this size in three years, and evidence that some of the high-demand companies like CoreWeave may be the first this year to test the waters. As we've discussed, IPO activity often generates increased platform activity in the private market, as investors gain confidence that exits are a near-term possibility. While these are all encouraging signs, we're conscious that we still haven't seen the IPO floodgates open, and the political environment and concerns about the impact of tariffs and other economic and foreign policy matters have the potential to drag enthusiasm. From where we sit, with three weeks to go in Q1, our pipeline currently stands at its highest level in almost three years.

With that, we expect the marketplace revenue for Q1 will meet or exceed our best quarter in 2024, which gives us optimism heading into Q2. While anticipating a more robust market recovery, we've stayed focused on the step changes required to push this market forward, including achieving a fully automated trading experience, exposing more data transparency, and enabling the creation of new financial products to drive more access and liquidity into the private market, all built on the Forge next-generation platform. We've done this while diligently managing costs as we drive toward our commitment of achieving profitability in 2026. Now, reflecting on our accomplishments in 2024, we're proud of the technology and pricing innovations we delivered to the market to date.

Our Forge pricing standard is enjoying broader acceptance among private market participants, as well as data distributors and media publishers who rely on Forge Price to better understand performance, track trends, and make investment decisions. We're proud that in 2024, we were first to market with standard-setting indices: the Forge Private Market Index and the Forge Accuidity Private Market Index, that are the foundations on which new financial products that drive access to the private market are being built. We're proud of the technology innovation our team continues to deliver, including Forge Pro, which delivers the advanced institutional trading capabilities to 400 of our sophisticated investor clients to allow them to fully participate in this market.

We're encouraged that as the market continues to evolve, we've been able to capture supply from a greater diversity of sources, giving us access to a broad range of deal flow through various investment vehicles. This includes singular holdings, sizable block trades, third-party funds, and our marketing and data-driven sources, plus our investment funds managed by Forge Global Advisors, where we now have close to 100 funds with just under $1 billion of AUM. We believe our progress in delivering technology, driving data transparency, and enabling financial product innovation, as well as our role as a central nervous system for the private market, is driving the asset class toward a tipping point. We are looking forward to what we will deliver this year to meet the moment. I'll turn it over to our CFO, James Nevin, to talk about the fourth quarter and annual financials in more detail.

Before I hand it to James, I'd like to state how grateful I am for Mark Lee's contribution to Forge over the last six years and for his steady and diligent leadership. Mark continues to be an incredible resource to James as we undergo this transition. Both Mark and James are here today and will be taking questions with me during Q&A. Now to James.

James Nevin (CFO)

Thanks, Kelly. It's an exciting time to be joining Forge from the London Stock Exchange Group, and I'm honored to be part of a transformational moment for both Forge's future and for the private market. I've been here less than two months, but I'm excited about the potential we have as we execute against our strategy and long-term vision. I first want to discuss the key messages coming from the Q4 results and the outlook coming into 2025. Q4 marketplace revenues came in at the bottom end of our expected range. The uncertainty we saw in the run-up to the U.S. presidential election subsided towards the end of Q4, and as Kelly said, we entered 2025 with a strong deal pipeline, which has continued to grow through the first quarter. As expected, custodial cash administration fees were affected by the numerous federal rate cuts we experienced in 2024.

Even though the speed of cuts in 2025 could be slower than we expected, we will experience the full impact of the November and December cuts in the first quarter. We fully executed against the cost savings we announced in August last year, and cost focus remains key as we enter 2025, whilst balancing selective investment into our key strategic initiatives, including continuing to roll out enhancements to our next-generation platform, as Kelly discussed. Turning to the detailed results for the fourth quarter of 2024, Forge's total revenue less transaction-based expenses were $18.3 million, as compared to $19.1 million in the last quarter. Revenues were affected by a number of factors, including the uncertainty leading into the U.S. presidential election, as well as the pace of Fed interest rate reductions. This contributed to an uncharacteristically soft fourth quarter in our marketplace business.

Total marketplace revenue was approximately flat at $8.6 million in the current quarter, compared to $8.7 million in the prior quarter. Revenues were driven by a decrease in transaction volume to $299 million from $338 million in the prior quarter. However, our net take rate increased to 2.8% from 2.6% in the prior quarter. The impact of these factors on the quarter-over-quarter marketplace revenues are shown in the waterfall graph on the top right of the slide. Total custodial administration fees were $10 million in the current quarter, compared to $10.5 million in the prior quarter. The decline was largely driven by lower cash administration fees. Our custodial cash administration fee rate was affected by the numerous federal rate cuts during and preceding Q4, which had a negative effect on our revenues, as you can see in the waterfall graph in the bottom right of the slide.

As I mentioned before, the full impact of these rate cuts will continue to affect our revenues in this area of the business as we go into 2025. Our custodial cash balances totaled $483 million at the end of Q4, as compared to $470 million at the end of Q3, a modest increase of 3%. As of the end of Q4, total custody counts increased 4% from 2.3 million in the prior quarter to 2.4 million. Assets under custody increased 2% from $16.6 billion to $16.9 billion, both driven by our custody as a service business offerings. Our fourth quarter operating expenses decreased $3 million to $37 million from third quarter expenses of $40 million. We continue to realize the $11.3 million cost savings we announced in August 2024.

As a reminder, we expected 2/3 of these savings to come from run-rate operating expenses and 1/3 from future cost avoidance. Looking at the waterfall chart on the bottom right of the slide, the additional $0.6 million of run-rate impact in the quarter brings the total quarterly run-rate savings to $1.8 million, or $7.2 million on an annualized basis. In addition, we took action before the end of 2024, which will result in a further $1 million of annualized cost savings. When combined with the $3.8 million of costs we removed from our operating plan, this has resulted in total cost savings of $11.9 million and an overachievement against our original stated goal.

While the cost of achieving these savings was lower quarter over quarter, included in the $0.7 million net amounts you can see on the slide is $1.9 million of costs recognized in the fourth quarter, which relates to severance cost and a non-cash lease impairment as we reduced our office footprint. We are selectively continuing to invest in our people and our technology, and we'll continue to do so through 2025. We have started to utilize offshore locations for technology and other functions, with some temporary increases in cost as we run parallel across locations to ensure operational stability. These are the major contributors to the $0.8 million cost increase shown on the chart. Non-cash items include the impact of changes in share-based compensation and depreciation, both of which we expect to continue to slowly decline in 2025.

Our $16 million fourth quarter net loss decreased from the $18.8 million net loss in the third quarter. Lower operating expenses and higher other income, primarily due to more favorable reductions in the fair value of warrant liabilities, were partially offset by lower revenue net of transaction-based expenses. Adjusted EBITDA is a key measure of our operating results, as it generally aligns more closely with our operating cash burn. In the fourth quarter, adjusted EBITDA loss was $10.9 million compared to a loss of $11.4 million last quarter. Net cash used in operating activities was $7.9 million in the current quarter compared to $5.8 million last quarter. This increase was primarily driven by working capital movements. Cash, cash equivalents, and restricted cash ended the quarter at $106.3 million compared to $115.6 million last quarter, as Forge continues to maintain a strong balance sheet.

Given this strength of balance sheet and our confidence in the execution of our strategic goals, which support our path to profitability, we are also announcing today that the board has authorized a stock buyback program of up to $10 million. This reflects our belief that Forge stock is currently significantly undervalued. An opportunistically buying back stock therefore represents a compelling opportunity for the company to increase shareholder value. Now to recap our strong full-year results for 2024. Forge's total revenue less transaction-based expenses was $78.7 million, a $9.3 million, or 13% improvement from the $69.4 million a year ago. During 2024, we saw a significant change in the mix of our revenue as marketplace revenues improved and custodial administration fees were down year over year. Marketplace revenues totaled $37.5 million, up 46% from $25.8 million in 2023.

2024 trading volume was up 73% to $1.3 billion compared to $766 million in 2023, and the average net take rate for 2024 was $2.8 million compared to $3.3 million in 2023. As Kelly articulated, we have made considerable progress diversifying our sources of liquidity on both the buy and the sell side. We now have access to a breadth of liquidity that other market participants do not, including sizable block trades, access to our own and third-party SPVs, issuer relationships, institutional asset management relationships, marketing-driven volume, and data-driven volume. This mix is increasing our volumes in absolute terms and increasing the stickiness and quality of liquidity flows. Our pricing varies for accessing these different liquidity pools, and as such, we continue to see variability in our net take rates. We expect increases in volume to continue to outweigh any declines in averaged net take rates over time.

The absolute revenue effect of these volume and net take rate factors is shown in the chart on the top right of the slide, combined with the positive effect we saw in the year across other contributing marketplace revenue drivers, including data and our investment management business, Forge Global Advisors. Heading into 2025, we are continuing to see the benefits of these diversified liquidity sources and contributing marketplace revenue pools, such that Q1 marketplace revenues are performing in line with our expectations of a post-election recovery in investor sentiment. However, having reviewed street averages, revenues for the full year 2025 exceed our current expectations. Total custodial administration fees were $41.8 million in 2024, compared to $44 million in 2023. Cash administration fees, the larger component of custodial administration fees, are highly correlated to custodial cash balances and the level of interest rates.

You can see the year-over-year impact on the waterfall chart on the bottom right. The impact of the decline in average custodial cash balances to $478 million in 2024 from $556 million in 2023 was partially offset by higher rates in 2024. The Federal Reserve reduced interest rates by taking 100 bps over the course of 2024, as compared to an increase of 100 bps over the course of 2023. Custodial cash balances were $483 million in the end of 2024, compared to $505 million at the end of 2023. In 2025, we expect to generate lower cash administration fees. Total custody accounts increased 14% year over year to 2.4 million from 2.1 million. The growth in accounts came from our CAS, or Custody as a Service business, which have lower account fees.

However, we saw less revenue-generating activity in 2024 from our core self-directed IRA accounts, which led to the $0.9 million decline you can see in the bottom right of the slide. Assets under custody ended 2024 up 8% year over year to $16.9 billion from $15.6 billion at the end of 2023. Our operating expenses were broadly flat year over year. As you can see in the graph, our in-year cost to achieve our announced cost savings exceeded the savings realized in the period. However, as I said earlier, we ended the year on track to realize $8.2 million in annualized run-rate cost savings. We have a number of items in our cost base which are linked to revenue growth, and these grew by $4 million, but were offset by other positive year-on-year savings of $1.3 million and positive movement in non-cash items of $4.1 million.

Our full-year net loss was $67.8 million in 2024, an improvement of $23.7 million from the net loss of $91.5 million last year. The lower loss was attributable to $9.3 million in higher revenue and $15.9 million in higher other income due to favorable reductions in the fair value of warrant liabilities. Our fiscal year 2024 adjusted EBITDA loss was $43.7 million compared to an adjusted EBITDA loss of $48.8 million in 2023. The improvement in adjusted EBITDA loss is in line with a lower 2024 net loss adjusted for non-cash items. Net cash used in operating activities was $40.5 million in the year, basically flat compared to the net cash used in operating activities of $41.5 million in 2023. 2024 included one-time cash payments of $4.3 million in connection with the resolution of legacy legal debts.

As of December 31, 2024, our total employee count sits at 300, down from the 331 on December 31st, 2023. This headcount excludes contractors, including a growing number located offshore, which augments our technology capabilities in a cost-effective manner. From a housekeeping perspective, our weighted average basic number of shares used to compute net loss was 186 million shares, and our fully diluted outstanding share counts as of December 31st was 201 million shares. For Q1, we estimate 187 million weighted average basic common shares for EPS modeling purposes in a loss position. Having reviewed our medium-term plans in my first couple of months at Forge, with a strengthening private market investor sentiment and a strong and growing pipeline in the first few months of 2025, we remain confident in our target of reaching adjusted EBITDA break-even in 2026.

I plan to provide more detailed guidance on our path to this goal in the coming quarters. I'll hand it back to Kelly before we go to questions.

Kelly Rodriques (CEO)

Thanks, James. As we look forward, we're focused on making progress toward a fully automated trading experience, exposing more data to drive market adoption and enabling new financial products that will deliver greater access and liquidity into this market, all while diligently managing our costs. We are confident in our strategy and in our vision for the future, and are optimistic about an accelerated pace of market momentum in 2025. Thank you for joining us, and we'll open up for questions.

Operator (participant)

Thank you. The floor is now open. Thank you. The floor is now open for questions.

If you have dialed in and would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star one again. If you're called upon to ask a question and are listening via loudspeaker on your device, please pick up your handset and ensure that your phone is not on mute when asking your question. Your first question comes from the line of Patrick Moley of Piper Sandler. Your line is open.

Patrick Moley (Analyst)

Yes, good evening. Thanks for taking the question. I had one, Kelly, on the fully automated trading capabilities you're building out. Just wondering if you could maybe elaborate on the go-to-market strategy there. In terms of just conversations that you had with customers, where do you see this demand coming from? Is it mostly asset managers?

Is it trading firms? Any color there? Thanks.

Kelly Rodriques (CEO)

Yeah, thank you. Great to hear from you, Patrick. This has really been the centerpiece of our next-generation platform vision for three years. Let me just say that we've spent two years, two and a half years almost, of investment in the foundational platform that will allow us to build some of the really important market-facing capabilities that will be viewed and felt by the market. Forge Pro was sort of the big breakout released last year. This fully automated experience is something that we believe will serve every part of the market. It's unequivocal to us that the market for private shares, this asset class, has had a need for standardization and a need for automation, and this is really part of the focus and the vision. We're really excited about it.

I guess what I would say is I'm making this really clear right now in Q1 of 2025, and more details will be announced as we move through the year about when this will be realized. We've mentioned it a couple of times. This is the first time we've mentioned it this directly. I think it will cut across our entire customer base.

Okay, Patrick

Patrick Moley (Analyst)

just to follow up for me, Robinhood CEO recently wrote an opinion piece in The Washington Post about the opportunity to democratize access to private markets or private companies through the use of blockchain. Just wondering if you've read it, your thoughts on this, and are there any potential opportunities out there to strike strategic partnerships with retail brokerage firms for Forge? Thanks.

Kelly Rodriques (CEO)

Yes.

My take, and I read the piece, and we were both at a conference yesterday. Literally got a chance to speak to him coming off the podium. This is part of our vision as well. When I saw that, what I saw was him commenting on certain elements of future-based settlement technology. We thought about blockchain tech as being a critical core to how markets will evolve, not just private markets and not just crypto markets. I fully applauded the piece. I thought it was great. I guess part of what our vision for what we're building here is an extensible platform that can integrate into any modern infrastructure that would provide distribution to interested participants in the private market, whether it be a Robinhood application or any sort of investment platform that can integrate with a modern API to include participation in private markets.

That's completely compatible with our future strategy. We're very excited to hear and see that piece.

Patrick Moley (Analyst)

Yeah, very exciting stuff. Thanks, guys. That's it for me.

Kelly Rodriques (CEO)

Thanks, Patrick.

Operator (participant)

Your next question comes from the line of Devin Ryan of Citizens. Your line is open.

Devin Ryan (Analyst)

Great. Hi, everyone. I feel like we just did this, but good to catch up again, Kelly and James. Welcome, and Mark, congrats on the new role. I do want to talk about the SPV kind of phenomenon because I know that's an area that hopefully is going to drive more liquidity into the private markets and just make turnover, I think, easier and kind of remove some of the friction. I'd just love to get a sense of kind of the evolution that you guys are seeing in terms of how SPVs are being utilized.

If you give any sense of kind of where we are today relative to the last, the upcycle and maybe 2021 peak, how many more are on the platform? If there's an AUM number, but just anything to give context of how important this is going to be to drive more liquidity into the markets. Thanks.

Kelly Rodriques (CEO)

Sure thing. Good to hear from you again, Devin, and thanks for yesterday. We have seen this coming for a while. If I go back to 2018, this was really the emergence for us of the SPV phenomenon in the market space. Now, I think one of the comments that we wanted to be really clear about, and I'm going to come back to the SPV specifically, is part of what we are doing here at Forge is dealing with a diverse set of investment vehicles.

It is really the sum of the parts that is the story here. It is our access to directs. It is these SPV structures. What we believe is going to be essentially a future where part of what you will see from Forge is the expansion, the rapid expansion of these SPV structures, not just to hold single names. Because up until now, we have primarily held single names within these SPV structures to help with the reduction of friction as these positions turn over over time. This was a huge part of our Airbnb business back in 2018 and 2019 before they went public. We see this expanding into multi-name SPVs. I mentioned at the conference yesterday that one of our partners, Accuidity, just announced the launch of a 40 Act fund. That 40 Act fund will be powered by the Forge Private Market Index.

This is another example of just the fund structure that will drive liquidity and expand access in this business. To get to your question specifically, we probably had $300 million or $400 million of AUM in these SPVs a couple of years ago, and now we're at about $1 billion. This is an area of real focus for us. We think that when you start getting into baskets and more than just single-name SPVs, it will be attractive to those who want to diversify and hold a range of positions in a single investment. It will obviously continue to provide liquidity. Right now, if we've got 100 of them, I won't make any prediction or forecast, but we want a lot more. This is a big part of our emphasis going forward. Thank you for that question.

Devin Ryan (Analyst)

Yeah. Yeah, thanks, Kelly.

Yeah, it seems like an area that could just remove some of the friction that exists in the private markets. Second question, just on the outlook for 2025. I appreciate we're already two months into the year, and it's been a pretty volatile start just with the macro uncertainty and tariffs, and equity capital markets are actually tracking down a bit year over year. At the same time, there is optimism around the IPO market, and there's a pretty wide range of expectations out there around what 2025 will look like in terms of just capital markets more broadly. I'm just curious. I heard the outlook commentary around kind of the revenue expectations and appreciate that it's hard to predict the full year based on two months of where we are right now.

What are you guys kind of baking into your view in terms of the kind of the pace of recovery? My sense is you're probably not expecting kind of a coiled spring snapback in IPOs and just that'll trickle into the private markets, but kind of more of a slower grind up. I'm just curious kind of in your expectations and just even the framing in the preparatory market, kind of how you guys are thinking about 2025 in terms of how it progresses, or at least for budgeting purposes. Thanks.

Kelly Rodriques (CEO)

Yeah. I'll just give you some sentiments, and I'll let James weigh in here. We see signals in the data that are indicating a steady momentum in the year. We're not expecting a massive recovery and IPOs start rushing, but we are expecting an improved environment.

I'd say we're also watching, like everybody else, the broader macroeconomic situation. For example, with the tariffs, is this going to continue? Is this going to settle down? I'd say so far, at least in the private markets, valuations and the momentum of capital raising and the discussion about IPOs in 2025 has not been negatively affected. Some of the funding has been up. The Q4 funding, for example, was up $25 billion. There are correlations that we're seeing around funding and IPOs. If that improves steadily, it doesn't require the floodgate to blow open, we think we're going to see a year that's got marked improvement. We're pretty excited about it, pretty optimistic about it.

Devin Ryan (Analyst)

James, you want to add anything?

James Nevin (CFO)

Yeah, I think that's Kelly talked about some of those leading-end cases, which we're clearly feeding into our thoughts on both Q1 and the full year from a market perspective. As Kelly said in his comments, we're expecting Q1 to come in for marketplace ahead of our best quarter last year. That improvement gives us confidence going into Q2 and beyond. I think the one element I'd also add, which I discussed in the comments earlier, is around our custodial cash administration fees, which are clearly correlated to the interest rates. Even though the rate environment probably is a little better than it might have been when we thought coming into the year, we're still going to see the impact of where we're at post the 100 bps of cuts last year. That'll flow into that half of our business too.

Kelly Rodriques (CEO)

Hey, let me make one quick clarification. There were a couple of things. Go ahead, Devin. Let me let you finish.

Devin Ryan (Analyst)

Yeah. If it's related, I wanted to dig in because I think the piece on the IPOs, because there's obviously, I agree, the data, at least year to date, hasn't been great. At the same time, all the leading indicators are there, and the headlines are there. I think there's a strong demand for companies to go in the public markets. We'll see how this all plays out from a timing perspective. To the extent there is that scenario where the floodgates do start to open kind of May, June of this year, how quickly could that show up in your results? I just think when you're in a deflection point, it's hard to get really precise around the timing.

At the same time, the IPO markets are incredibly depressed, and they will be better than they are today at some point. I think we're all trying to wrestle with exactly when it happens, and that's going to affect you guys. Trying to understand if it hypothetically does happen this year, when would that show up in your results?

Kelly Rodriques (CEO)

It'll show up in our results specifically in the names that announce. To be clear, one of the things that we've seen is in an environment where there are IPOs that it corresponds to more volume in Forge. If you double-click down into it, it's really clear to me that if I mentioned CoreWeave in the comments, we will see interest in a name that files. The question is, will we see interest? Will multiple companies file? That will have meaningful impact.

It's fairly correlated. It happens when a company is three to six months from going out, it starts to pick up. It's hard to predict because right now, Devin, the interesting thing about the environment that we're in is the funding levels have gotten so accelerated, particularly for AI and some of the crypto names, that these companies don't need to go public to raise capital. The irony of the improving environment in some ways is that in certain sectors, they're raising money at the level of valuation, which doesn't require it. If I look at just what you've seen with some of the private Mag 7, if you look at SpaceX and OpenAI, they've been able to really access capital at valuations that are attractive to them in the private market. Now, CoreWeave is the biggest name, and it's also a pretty attractive sector.

That's the one that I think people are watching. I will say I think it's a little premature to see one company come out to have a meaningful impact for Forge. We need to see some steady, reasonable stream for it to materially shift the trajectory. I'd say watch and listen for future comments as we round out Q1. I think as James gets his feet underneath him here, we intend to deliver clearer messaging also around our path to profitability. I want to make that really clear to the audience here as well.

Devin Ryan (Analyst)

Okay. Excellent. Thanks so much, guys.

Operator (participant)

Your next question comes from the line of Kenneth Worthington of J.P. Morgan. Your line is open.

Michael Chillin (Banker)

Hi. Good afternoon, guys. Thanks for taking my questions. This is Michael filling in for Ken today.

I just want to, I guess, just continue on the conversation around the outlook. I recognize there's some uncertainty, but good data points, as you suggested, Kelly. I guess if I'm just thinking through either first quarter or 2025 or even exiting Q4, I mean, can you just talk through and give some color in any recent movements in terms of the mix of clients or trade type, just given the positive data points? What I'm really just trying to get at is I'm just trying to understand the data is improving. The volume seems to suggest more improvement from here. I'm just also trying to understand how take rates could be impacted if we potentially get more engagement from institutional clients and maybe even more SPV activity ahead.

Kelly Rodriques (CEO)

Okay.

I'm going to actually let James answer this question, but I want to make one or two quick clarifications. One, in James' comments, he talked about take rates for 2024 coming in at 2.8%, and they were 3.3% in 2023. I think he inadvertently used millions as opposed to percentages there. I wanted to clarify that for the entire call. That take rate differential was 2.8% in 2024 and 3.3% in 2023. This will tee up James to give comments on take rate impact based on segment. The only other place I want to make a quick clarification is we talked about the comparison of custodial cash in 2024 to 2023, and I think we inverted 478. It was 487. Let me just clarify those points. James, I'll turn it over to you on the sort of relationship take rate to segment.

James Nevin (CFO)

Yeah. Thanks, Mike.

I mean, I think, as we said in the script, we're seeing an increasing diversity of sources, and each of those pools come with different rates overall. I think to give a bit more color to that, I think what we saw in 2024 was, in general, larger trade sizes. Overall volumes were up with a mix of those volumes. We saw an increasing number of large blocks, and those large blocks often come at a lower rate. I think we're also seeing an increasing interest in specific hot names and hot sectors and whether those supply and demand dynamics in a smaller number of stocks or sectors, that also affects kind of the rates that we charge on one or other side of the trade or maybe on both sides of the trade.

The commentary we were giving earlier around SPVs and particularly third-party SPVs, we see this, as Kelly said in reply to Devin, we see this generally as very beneficial to the market in terms of the volume and liquidity. A number of those SPVs, especially third-party ones, have costs embedded in them already. Therefore, the cost that we charge for trading with those SPVs, again, can be lower. I think those factors overall really lead to our belief that over time, we're going to see increased volumes from all those trading dynamics. As we go through that progression, we expect to see what we've seen in 2024, which is that any small declines in net take rates will be more than outweighed by the volumes from accessing those pools of liquidity that may have slightly different rates to us.

Michael Chillin (Banker)

Okay. Wonderful.

No, I appreciate all the color. Just to follow up, I mean, James, I guess I'll just stick with you on my follow-up. We've talked through, again, some revenue top-line commentary for 1Q and 2025. I'm sorry if I missed it, but there's a number of moving pieces on the cost saves. You pointed out $11.9 million of achieved cost saves. I'm just trying to think through, as 2025 progresses, how should we think about comp or even headcount expectations as you look ahead, given the improving backdrop that we've cited?

James Nevin (CFO)

Yeah. I think what I'd say on that is we've achieved the cost savings that we set out to achieve. I think cost control is kind of the mode we're moving into in 2025.

I think if you look at the numbers we've put out, especially in the charts on the slides, I think you can think about looking at Q4 and normalizing the numbers there for the one-offs within the period. As we said, we are continuing to selectively invest in kind of key strategic areas. That includes doing the offshoring that I mentioned earlier, which is specific on tech currently, but we'll probably roll that out into some other functions as well during 2025. While we do that, we'll have a little bit of additional cost as we go through the kind of parallel run. I think the other point I'd make is clearly we have some costs that are variable or tied to revenue increases. You can see that on the year-over-year slide that we put in as well.

As you think about revenues increasing, I think there's some variable costs and that variable gross margin using what we disclosed there can help you get to kind of the right kind of numbers that we're thinking for 2025 cost base.

Michael Chillin (Banker)

Okay. Perfect. Thank you so much.

Kelly Rodriques (CEO)

Thank you, Mike. We have a few questions from email. I guess one of them is about Forge Accuidity and also the RA fund business and where Forge is going with the two of those. Accuidity is a big partner. We were really excited to see their SEC filing that I referenced, I think, on a previous question. We are convinced that more access translates into more liquidity and more scale for Forge in the private market.

The fact that they've got a 40 Act fund that's been filed with the SEC to allow investors that have not been able to access, that have not been able to access this private market is incredibly interesting for the future of the private market. If you take a look at their fund performance in 2024, that was powered by the Forge Private Market Index, it's up 17% through the year. Our view is there's a lot of investors out there excited about the Mag 7. We think the private Mag 7 is a really interesting basket. We think Accuidity represents the emergence of what I referred to in the talking points as innovative investment vehicles that are emerging in the marketplace. We are really going to push heavily on this in 2024.

The leadership of Accuidity, their backgrounds and what they previously have done shows that asset managers that were very, very big in passive fund management over the last 10 years are moving into the private asset class. We are really excited about them. Dom, remind me, what was the other point besides Accuidity on there?

James Nevin (CFO)

The other point was related to kind of the SPV route that Forge plans to take or try to leverage.

Kelly Rodriques (CEO)

I think I covered that mostly in Devin's piece. I just think that besides single-name SPVs, you are going to see some emergence of multi-name baskets. I also just want to say that the overall market is moving into SPVs too. This is not just a Forge phenomenon. That is one of the reasons why we kind of kept this under wraps for a while.

We didn't talk about this at all until maybe one or two calls ago. The billion-dollar AUM or close to billion-dollar AUM that we reported has been building for the last few years. We expect that to be an interesting area of growth and potential opportunity for us going forward.

Great. Do we not have any other analysts?

Lindsay Riddell (EVP of Corporate Marketing and Communications)

Yeah. I think we're nearing time.

We thank you for your interest and for joining us on today's fourth quarter 2024 and full year 2024 conference call. We look forward to seeing everyone out on the conference circuit and meeting James. Thank you. Thank you, Jael.

Kelly Rodriques (CEO)

Thanks, everybody.

Operator (participant)

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