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Forge Global Holdings, Inc. Reports Third Quarter 2022 Results

  • Total Revenue Less Transaction Based Expenses Was $15.8 million in 3Q22

  • Trading Volume Was $226.2 million in 3Q22

  • Net Take Rate Was 3.6% in 3Q22

  • Forge Trust Custodial Cash Was $685 million in 3Q22

  • Forge Expanded Global Private Market Platform into Europe with Strategic Partner Deutsche Börse

SAN FRANCISCO, November 09, 2022--(BUSINESS WIRE)--Forge Global Holdings, Inc. ("Forge," or the "Company") (NYSE: FRGE), a leading private securities marketplace, today announced its financial results for the quarter ended September 30, 2022.

"As macroeconomic headwinds persist, we’ve kept our focus on building for the future," said Kelly Rodriques, CEO of Forge. "We made progress in Q3 toward our goal of building a global business at the center of the private market ecosystem – debuting our first lending product to unlock new sell-side inventory and for the first time offering custody services of private shares for our trading clients to drive efficiency across the trading process and accelerate the network effects of our unique model. We also increased the value we deliver to customers through our data products with new features and upgrades and began acquiring third-party trading data that will broaden the private market data our customers can access; and finally, we announced our expansion into Europe with Forge Europe."

Financial Highlights for the Third Quarter of 2022

Given the unique economic environment, Forge believes that quarter-over-quarter comparisons are more indicative of the current state of the business and has provided both quarter-over-quarter and year-ago quarter comparisons.

Revenue: Total revenue less transaction-based expenses was $15.8 million compared to $16.5 million in the quarter ended June 30, 2022, and $27.1 million in the quarter ended September 30, 2021.

Operating Income: Total operating loss was $42.4 million, compared to total operating loss of $26.0 million in the quarter ended June 30, 2022, and total operating loss of $5.7 million in the quarter ended September 30, 2021.

Net Loss: Net loss of $16.2 million, compared to net loss of $5.1 million in the quarter ended June 30, 2022, and net loss of $5.1 million in the quarter ended September 30, 2021.

Adjusted EBITDA: Total Adjusted EBITDA was a loss of $13.3 million, compared to total Adjusted EBITDA loss of $12.3 million in the quarter ended June 30, 2022, and total Adjusted EBITDA loss of $1.3 million in the quarter ended September 30, 2021.

Cash Flow from Operating Activities: Net cash used in operating activities was $11.4 million, compared to $18.2 million in the quarter ended June 30, 2022, and $5.1 million in the quarter ended September 30, 2021.

Cash Flow from Financing Activities: Net cash provided by financing activities was $10.6 million, compared to $22.6 million in the quarter ended June 30, 2022, and $0.7 million in the quarter ended September 30, 2021.

Ending Cash Balance: Cash and cash equivalents as of September 30, 2022 was $202.6 million.

Share Count: Basic weighted-average number of shares used to compute net loss per share attributable to common stockholders for the quarter ended September 30, 2022, was 170 million shares and fully diluted outstanding share count as of September 30, 2022 was 184 million shares.

We estimate for the quarter ended December 31, 2022 that Forge will have 171 million weighted average basic shares outstanding, which will be used to calculate earnings per share in a loss position.

Fully diluted outstanding share count includes all common shares outstanding plus shares that would be issued in respect to outstanding options and warrants, net of shares to be withheld in respect of exercise price of the respective instruments. Instruments that are out of the money are excluded from the fully diluted outstanding share count.

KPIs:

  • Trading Volume was $226.2 million in the quarter, down 32% quarter-over-quarter, and down 66% year-over-year.

  • Net Take Rate for the quarter was 3.6%, up 13% quarter-over-quarter, and up 9% year-over-year.

  • Total Placement Fee revenues totaled $8.2 million, down 25% quarter-over-quarter, and down 64% year-over-year.

  • Total Custodial Accounts increased from 1.74 million to 1.81 million, up 4% quarter-over-quarter, and down 9% year-over-year.

  • Total Assets Under Custody decreased from $15.3 billion to $15.0 billion, down 2% quarter-over-quarter, and up 3% year-over-year.

Please refer to the section titled "Use of Non-GAAP Financial Information" and the tables within this press release which contain explanations and reconciliations of the Company’s non-GAAP financial measures.

Recent Business Highlights:

  • In September, Forge announced the introduction of Forge Europe in partnership with Deutsche Börse, with an anticipated market launch in mid-2023, subject to obtaining the requisite regulatory approvals. Forge Europe will establish a digital marketplace for private European companies and investors that also ties seamlessly into Forge’s U.S. liquidity network.

  • Forge Intelligence introduced a new comparison feature, which now enables investors to easily compare similar private companies through metrics such as trade frequency and price change since last funding round.

  • In October, Forge launched the pilot of our first lending product, which offers stock option exercise bridge loans (OBLs). This product enables employees to borrow funds to exercise their vested options and then sell their shares on the Forge platform.

  • Forge began, for the first time, providing custodial services for trading customers, making trading more efficient and allowing us to continue offering more value to our customers.

Additional Business Metrics:

  • Forge Trust Custodial Cash: In the quarter ended September 30, 2022, Forge Trust Custodial Cash totaled $685 million, up 10% year-over-year from $620 million.

  • Total Number of Companies with Indications of Interest (IOIs): In the quarter ended September 30, 2022, the total number of companies with IOIs were 478, up 15% year-over-year.

  • Headcount: Forge finished out the quarter ended September 30, 2022 with a total headcount of 357, an increase of 28% year-over-year.

Webcast/Conference Call Details

Forge will host a webcast conference call today, November 9th, 2022, at 5:00 p.m. Eastern Time/2:00 p.m Pacific Time to discuss these financial results and business highlights. The listen-only webcast is available at https://ir.forgeglobal.com. Investors and participants can access the conference call over the phone by dialing 1 (888) 440-4165 from the United States, or +1 (646) 960-0858 internationally. The conference ID is 5410143.

Following the conference call, an on-demand replay of the webcast will be made available on the Investor Relations page of the Company’s website at https://ir.forgeglobal.com.

Use of Non-GAAP Financial Information

In addition to our financial results determined in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Adjusted EBITDA, a non-GAAP financial measure. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Adjusted EBITDA, when taken together with the corresponding GAAP financial measure, provides meaningful supplemental information regarding our performance by excluding specific financial items that have less bearing on our core operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison. A reconciliation is provided below for Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review Adjusted EBITDA and the reconciliation of Adjusted EBITDA to net loss, and not to rely on any single financial measure to evaluate our business.

We defined Adjusted EBITDA as net loss, adjusted to exclude: (i) interest expense, net, (ii) provision for or benefit from income taxes, (iii) depreciation and amortization, (iv) share-based compensation expense, (v) change in fair value of warrant liabilities, (vi) acquisition-related transaction costs, and (vii) other significant gains, losses, and expenses (such as impairments, transaction bonus) that we believe are not indicative of our ongoing results.

Forward-Looking Statements

This press release contains "forward-looking statements," which generally are accompanied by words such as "believe," "may," "could," "will," "estimate," "continue," "anticipate," "intend," "target," "goal," "expect," "should," "would," "plan," "predict," "project," "forecast," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict, indicate or relate to future events or trends or Forge’s future financial or operating performance, or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Forge’s beliefs regarding its financial position and operating performance, the benefits of Forge’s business combination with Motive Capital Corp, and future opportunities for Forge to expand its business. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, while considered reasonable by Forge and its management, are subject to risks and uncertainties that may cause actual results to differ materially from current expectations. You should carefully consider the risks and uncertainties described in Forge’s documents filed, or to be filed, with the SEC, including in its Quarterly Report on Form 10-Q that will be filed on or around November 10, 2022. There may be additional risks that Forge presently does not know of or that it currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Forge’s expectations, plans or forecasts of future events and views as of the date of this press release. Forge anticipates that subsequent events and developments will cause its assessments to change. However, while Forge may elect to update these forward-looking statements at some point in the future, Forge specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Forge’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

About Forge

Forge is a leading provider of marketplace infrastructure, data services and technology solutions for private market participants. By combining world-class trading technology and operating expertise, Forge Markets enables private company shareholders to trade private company shares with accredited investors. Forge Company Solutions, Forge Data and Forge Trust along with Forge Markets help provide additional transparency, access and solutions that companies as well as institutional and accredited investors need to confidently navigate and efficiently transact in the private markets. Securities-related services are offered through Forge Securities LLC ("Forge Securities"), a wholly-owned subsidiary of Forge. Forge Securities is a registered broker-dealer that operates an alternative trading system and is a Member of FINRA/SIPC.

FORGE GLOBAL HOLDINGS, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars, except share and per share data)

September 30,
2022

December 31,
2021

Assets

Current assets:

Cash and cash equivalents

$

202,603

$

74,781

Restricted cash

1,823

1,623

Accounts receivable, net

3,045

5,380

Payment-dependent notes receivable, current

2

1,153

Prepaid expenses and other current assets

9,525

5,148

Total current assets

$

216,998

$

88,085

Property and equipment, net

272

497

Internal-use software, net

6,723

2,691

Goodwill and other intangible assets, net

134,891

137,774

Operating lease right-of-use assets

3,794

7,881

Payment-dependent notes receivable, noncurrent

6,508

13,453

Other assets, noncurrent

1,676

7,514

Total assets

$

370,862

$

257,895

Liabilities, convertible preferred stock and stockholders’ equity (deficit)

Current liabilities:

Accounts payable

$

2,020

$

1,920

Accrued compensation and benefits

10,213

21,240

Accrued expenses and other current liabilities

7,710

8,343

Operating lease liabilities, current

3,819

5,367

Payment-dependent notes payable, current

2

1,153

Total current liabilities

$

23,764

$

38,023

Operating lease liabilities, noncurrent

1,785

5,159

Payment-dependent notes payable, noncurrent

6,508

13,453

Warrant liabilities

632

7,844

Other liabilities, noncurrent

364

Total liabilities

$

33,053

$

64,479

Commitments and contingencies (Note 8)

Convertible preferred stock, net of issuance costs, $0.00001 par value; nil and 86,815,192 shares authorized as of September 30, 2022 and December 31, 2021, respectively; nil and 73,914,149 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively; aggregate liquidation preference of $0 and $271,845 as of September 30, 2022 and December 31, 2021, respectively

246,056

Stockholders’ equity (deficit):

Common stock, $0.0001 par value; 172,442,676 and 63,090,701 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

18

Additional paid-in capital

496,592

25,919

Accumulated other comprehensive loss

(95

)

Accumulated deficit

(164,300

)

(78,559

)

Total Forge Global Holdings, Inc. stockholders’ equity (deficit)

$

332,215

$

(52,640

)

Noncontrolling Interest

5,594

Total stockholders’ equity (deficit)

$

337,809

$

(52,640

)

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

$

370,862

$

257,895

FORGE GLOBAL HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Operations

(In thousands of U.S. dollars, except share and per share data)

Three Months Ended

Nine Months Ended

September 30,
2022

June 30,
2022

September 30,
2021

September 30,
2022

September 30,
2021

Revenues:

Placement fees

$

8,227

$

10,951

$

22,940

$

33,763

$

83,394

Custodial administration fees

7,673

5,689

4,718

18,799

14,992

Total revenues

$

15,900

$

16,640

$

27,658

$

52,562

$

98,386

Transaction-based expenses:

Transaction-based expenses

(86

)

(178

)

(582

)

(397

)

(3,174

)

Total revenues, less transaction-based expenses

$

15,814

$

16,462

$

27,076

$

52,165

$

95,212

Operating expenses:

Compensation and benefits

44,040

27,384

22,880

115,064

70,737

Professional services

3,799

3,853

2,987

11,169

9,791

Acquisition-related transaction costs

821

692

71

5,219

163

Advertising and market development

928

1,441

1,134

3,873

2,979

Rent and occupancy

1,097

1,140

914

3,803

2,711

Technology and communications

3,536

2,809

2,259

8,368

5,839

General and administrative

2,601

3,170

1,139

7,373

3,127

Depreciation and amortization

1,428

2,021

1,385

4,531

4,137

Total operating expenses

$

58,250

$

42,510

$

32,769

$

159,400

$

99,484

Operating loss

$

(42,436

)

$

(26,048

)

$

(5,693

)

$

(107,235

)

$

(4,272

)

Interest and other income (expenses):

Interest income (expenses), net

874

266

11

1,161

(2,323

)

Change in fair value of warrant liabilities

25,210

20,558

737

19,808

(5,575

)

Other income, net

202

140

74

731

230

Total interest income (expenses) and other income (expenses)

$

26,286

$

20,964

$

822

$

21,700

$

(7,668

)

Loss before provision for income taxes

$

(16,150

)

$

(5,084

)

$

(4,871

)

$

(85,535

)

$

(11,940

)

Provision for income taxes

48

35

203

206

199

Net loss including noncontrolling interest

$

(16,198

)

$

(5,119

)

$

(5,074

)

$

(85,741

)

$

(12,139

)

Net loss attributable to Forge Global Holdings, Inc.

$

(16,198

)

$

(5,119

)

$

(5,074

)

$

(85,741

)

$

(12,139

)

Net loss per share attributable to Forge Global Holdings, Inc. common stockholders:

Basic

$

(0.10

)

$

(0.03

)

$

(0.10

)

$

(0.64

)

$

(0.22

)

Diluted

$

(0.12

)

$

(0.20

)

$

(0.10

)

$

(0.66

)

$

(0.22

)

Weighted-average shares used in computing net loss per share attributable to Forge Global Holdings, Inc. common stockholders:

Basic

169,838,778

167,052,900

51,450,791

134,683,950

55,147,414

Diluted

170,209,256

173,578,093

51,450,791

135,960,612

55,147,414

FORGE GLOBAL HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands of U.S. dollars)

Three Months Ended

Nine Months Ended

September 30,
2022

June 30,
2022

September 30,
2021

September 30,
2022

September 30,
2021

Cash flows from operating activities:

Net loss including noncontrolling interest

$

(16,198

)

$

(5,119

)

$

(5,074

)

$

(85,741

)

$

(12,139

)

Adjustments to reconcile net loss including noncontrolling interest to net cash (used in) provided by operations:

Share-based compensation

26,712

10,740

2,824

45,974

9,975

Depreciation and amortization

1,428

2,021

1,385

4,531

4,137

Transaction expenses related to the Merger

3,132

Amortization of right-of-use assets

858

905

675

2,819

1,992

Loss on impairment of long lived assets

181

446

Bad debt reserve

25

(33

)

(214

)

294

Change in fair value of warrant liabilities

(25,210

)

(20,558

)

(737

)

(19,808

)

...