FRGE - NYSE

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 Third Quarter 2022 Financial Results Conference Call. [Operator Instructions] Thank you. Thank you. Dom, you may begin your conference.

Thank you, Emma, and thank you all for joining us today for Forge's third quarter 2022 earnings call. Joining me today are Kelly Rodrigues, Forge's CEO; and Mark Lee, Forge's CFO. They will share prepared remarks regarding the quarter's results and then take your questions at the end. Just after market closed today, we issued a press release announcing Forge's third quarter financial results. A discussion of our results today is complementary to the press release, which is available on the Investor Relations page of our website. This conference call is being webcast live and will be available as a replay for 30 days, beginning about one hour after the conclusion of the call. There will also be coming a company investor supplemental 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 statements. We discuss these factors in our SEC filings, including our quarterly report on Form 10-Q for the quarter, which can soon to be found on the IR page of our website and the SEC's file Web site. As a result, 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 site. Today's discussion will focus on the third quarter's results. As always, we encourage you to evaluate Forge's performance on an annual but also on a quarterly basis, while helpful to gauge our performance. With that, I'll turn it over to Kelly.

Thanks, Dom, and thanks to everyone for joining us this afternoon. We appreciate your interest in Forge. Similar to my remarks on the previous earnings call, I'll begin with some brief commentary about what we're seeing in the broader market. And then I'll move into our operating results and business highlights for the third quarter. As many of you already know, Forge is committed to increasing liquidity, access, transparency and efficiency in the private markets. Progress towards this commitment is apparent in our third quarter results. Despite this challenging market, we made headway in international expansion and growing our data business and in product innovation to deliver future profitable growth. We are building for the future, and focused on becoming a global category leader in the private market. But before we go into the details, let me talk about the world we are experiencing. I think it's fair to say that capital markets continue to be volatile. As just one proxy, the number of down weeks for the S&P 500 as a percentage of this year is nearing a record at 63%. At the start of Q3, there were signs that markets started to find their footing even amidst the seasonally slow summer months for securities trade. However, in August, with inflation still at the highest level in more than three decades, Fed Chair Powell indicated the need for continued interest rate hikes. This was followed by worsening inflation data that ultimately dampen the [tepid] [Ph] signs of market recovery. And both the public and private markets have felt the impact. For the first three quarters of this year, we witnessed an 81% decline in the number of IPOs compared to the same period last year and a roughly 92% decline in capital raised by IPOs in the U.S. from $217 billion raised in the period last year to just $18 billion this year. From a venture capital perspective, it was more of a mixed bag. On one hand, VC funds raised $151 billion year-to-date across 593 funds per pitch book, making it a record-setting period. But on the other hand, they have slowed putting that capital to work. The lack of deal activity has increased the already record high levels of dry powder, in part, due to a lack of acceptance of lower valuations from unicorn companies and start-ups. Now despite these data points, we are encouraged. After all, history shows us that many of the largest and most successful companies are created during downturns, which we believe, over the longer term, will become the next generation of private companies traded on Forge. Amid the volatility and facing persistent exit delays, the number of unique companies with sell-side indications of interest on the Forge platform remained above historic averages and in fact, reached an all-time high for any Q3 in Forge's history. Yet, we continue to see widening of the bid-ask spread during the quarter, peaking above 25% in August before beginning to narrow back down to 22% in September. The bid-ask spread is still a far cry from our historic median of about 12%, which is the level where we feel the market achieves price discovery equilibrium or PDE, as we referred to in prior earnings calls. Price expectations continued to decline during the third quarter. We saw trades cross, on average, at 41% discount to company's last primary rounds. Year-to-date, companies listed on Forge markets traded 44% lower between Q4 '21 and Q3 '22. Now if you compare that to where we stand with headline losses in public tech indices year-to-date, the Q2 Qs have declined 32%. The IPO ETF has fallen 51%, and the widely watched technology art ETF has dropped 61%. The main takeaway here is that the magnitude of the decrease in the private markets now appears to be roughly in line with that of the public markets. And while it's good to see more congruent behavior between the private and public markets, the key question is around whether we're reaching trough valuation levels across the markets. One trend we're watching closely is right of first refusal or ROFR trades. And on this front, we've seen some indications that companies are exercising their right of first refusal at slightly higher rates over the quarter. Although it's too early to draw conclusions here, if we start to see additional acceleration of companies ROFR in trade, that could be a sign that existing capital table investors are increasing their positions at current prices and could be an early indicator about trough valuations. So, we'll continue to monitor that. Now, I'll briefly touch on the financial highlights of Forge's third quarter 2022, and then Mark will do a deeper dive. I'll discuss our results in comparison to our prior quarter. In the third quarter, total revenues, less transaction-based expenses were $15.8 million compared to about $16.5 million last quarter. Total custodial revenues were up quarter-over-quarter to $7.7 million from $5.7 million last quarter, reflecting the rising interest rate environment. Total custody accounts also increased quarter-over-quarter to 1.8 million from 1.7 million last quarter. Assets under custody were essentially flat at $15 billion in Q3 versus $15.3 billion in Q2. Now I'd like to highlight some notable initiatives during the third quarter, which demonstrate meaningful progress towards some of the goals and objectives that we previously described. We are building forward as a truly global marketplace. And to that end, in September, we were proud to announce the introduction of Forge Europe in partnership with Deutsche Borse. We anticipate a market launch in mid-2023, subject to obtaining the requisite regulatory approvals. Forge Europe will establish a digital platform for private European companies and investors but also tie seamlessly into Forge's U.S. liquidity networks. The combination of Forge's innovative technology platform and private market expertise with Deutsche Borse's brand and local market knowledge will help us build the regulated private market infrastructure needed to operate in that region. Forge Europe will deliver to European participants the benefits of a liquid, transparent and efficient global private market. Through Forge Europe, we're moving forward on our commitment to expand internationally and becoming a truly global private market. We continue to see traction in our data business, since debuting Forge Intelligence a year ago. We've added new enhancements, including introducing 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 ramp. We also gained traction with new file-based offerings to distribute our data in different ways to accommodate our customers' needs. This quarter, Forge also began aggregating third-party private market trade data. We believe incorporating robust third-party data sets that give our customers deeper insights and a broader view of the private markets is what makes our offering so attractive and what sets us apart from competitors. We're excited not only by the growth in Forge Intelligence's recurring revenue stream but also by the strong pricing power, sell opportunities and positive net dollar retention we're seeing due to increased features and use cases. We also began, for the first time in Q3, providing custodial services for Forge markets trading customers. The aim is to continue to drive synergistic effects that not only make trading more efficient but that allow us to create long-term sticky relationships with our customers. It goes without saying, the diversification of revenue sources across markets, data and custody is an advantage in unstable markets like the one we find ourselves in today. In October, we launched the pilot of our first lending product, which offers stock option exercise bridge loans. These short duration loans enable employees to borrow funds, to exercise their vested options and then sell their shares on the Forge platform. We're being deliberate about the rollout, starting small and with a long-term strategy of working with banking partners to provide the capital this product requires. We believe our lending offering can help unlock sell-side inventory and generate additional revenue as the product gains traction. Switching topics to what is top of mind for the investment community, for our executive team and Board is capital allocation. During this period of market instability, we've been conscious about cost containment and reduction of cash burn. And we have instituted a hiring freeze. Forge continues to build for the future and will do so with an expected flat head count in 2023. We will continue to consciously manage spend while investing for growth, but we're committed to lowering our overall cash burn in 2023 compared to 2022. Despite the challenging macroeconomic environment, we're building for the future. We're excited about the progress we've made, debuting our first lending product to unlock new inventory, increasing the value we deliver to customers through our data products and expanding internationally through Forge Europe, all of which accelerates the network effects of our unique model. I've said this before, but it's worth reiterating, with a strong balance sheet and a growing need for private markets infrastructure, we believe we're well positioned to extend our category leadership and return to revenue growth when the markets stabilize. Now I'll turn it over to Mark Lee, our CFO.

Thanks, Kelly. Given the unique economic environment at this time, I will also be focusing my Q3 remarks in comparison to prior quarter. In the third quarter of '22, Forge's total revenues less transaction-based expenses were $15.8 million, down from $16.5 million last quarter. Of that amount, total placement fee revenues reached $8.2 million, down from $11 million last quarter. Transaction volume in this quarter was $226 million, versus $332 million in the second quarter, the ongoing result of inflationary and recession concerns compounded by geopolitical instability, which continues to create market dislocation. The average net take rate for the quarter was up to 3.6% versus 3.2% in Q2. And as a reminder, net take rates are directly related to the mix of institutional versus individual volumes in any given period. Total custodial and administration fees were up in Q3 quarter-over-quarter to $7.7 million from $5.7 million last quarter. This gain is largely driven by our ability to increase cash administration fees in a rising interest rate environment. Forge's custodial cash balances totaled $685 million at the end of the third quarter, roughly flat from $680 million at the end of last quarter. Total company accounts increased quarter-over-quarter to 1.8 million in Q3 from 1.7 million last quarter. And as Kelly previously stated, assets under custody were essentially flat at $15 billion in Q3 of '22 versus $15.3 billion in Q2. Stock-based compensation was up to $26.7 million versus $10.7 million last quarter. Our third quarter GAAP net loss was $16.2 million compared to a GAAP net loss of $5.1 million last quarter. This $16.2 million in the quarter includes an incremental $10.7 million in noncash expenses due to an increase in stock compensation and offset by the change in the fair value of our private or liabilities. Adjusted EBITDA is another key measure of our operating results. In the third quarter, adjusted EBITDA loss was $13.3 million compared to adjusted EBITDA loss of $12.3 million last quarter. We've included a reconciliation of adjusted EBITDA to the most recently comparable GAAP measure both in the press release and in our SEC filings. Net cash used and operating activities improved to $11.4 million in the quarter compared to net cash used by operating activities of $18.2 million last quarter. The quarter-over-quarter improvement was driven by onetime costs related to being a public company and the timing of annual insurance payments in Q2. In the current macroeconomic environment, we continue to actively manage expenses to mitigate our cash burn. Let me spend a minute on the structure of Forge Europe, which was the driver behind the $8.1 million and net cash provided by financing activities in the three months ended 2022. As Kelly has highlighted, the private market in Europe has demonstrated tremendous growth in recent years. Forge and Deutsche Borse have formed a strategic partnership that was funded with $14.1 million, $4.6 million from Forge and $9.5 million from Deutsche Borse Forge Europe's financial results are now consolidated under Forge Global with Forge having a controlling interest. 2023 will be the year of building of Forge Europe and evangelizing our private market vision throughout the EU and the U.K. Cash and cash equivalents ended the quarter at approximately $203 million, down from $205 million last quarter, highlighting a well-fortified balance sheet. From a housekeeping perspective, our weighted average basic number of shares used to compute net loss was 169.8 million shares and our fully diluted outstanding share count as of September 30 was 184 million shares. For the fourth quarter, we estimate 171 million of weighted average basic common shares for EPS modeling purposes while in a loss position. We ended the quarter roughly flat and total headcount at 357. As Kelly has stated, Forge has instituted a hiring freeze. Except for a small number of critical positions, our intent is to maintain total head count at current levels until there is greater stability in the overall market. As responsible stewards of capital, we and the Board are monitoring the market, our resource allocation and capital spending on a regular and ongoing basis. We are committed to lowering our overall cash burn in 2023 compared to 2022. We continue to focus on managing our expenses while balancing the need and the opportunity to invest for the growth of Forge platform, products and services and keeping with our vision and strategic plan and delivering and executing on our commitment to shareholders.

Thank you, Kelly, Mark. Emma, can we please open to questions?

Thank you. [Operator Instructions] Your first question today comes from the line of Devin Ryan with JMP Securities. Your line is now open.

Hey, great, good afternoon, Kelly, Mark, and Dom. How are? A - Kelly Rodriques Hi, doing great.

Good. Maybe I want to start on the bid-ask equilibrium, and appreciate the update there and some of the comments. I'd love to just dig in. When you think about some of the improvement that you're seeing and hopefully that continues, I'm assuming some of the names are getting closer than others. And so, there's going to be names that are within kind of that average. And so, you're just trying to think about that, do the larger names, larger companies where there's probably more liquidity on both sides, are they even getting maybe quite a bit closer than that? Does the spread tighten around company events or just ultimately just trying to think about what other drivers we should be watching from the outside to think about kind of that tightening even further here?

I mean I'll start with an overall view of the question relative to what we've put forth, where we've been speaking in averages. I'd say even in this time of disruption, there are still companies that are performing well. And one of the key indicators of bid-ask spread is, is there a new financing. Is there a company that's demonstrated their ability to raise capital in this period given their performance relative to the broader macroeconomic trends? So if a company has successfully raised capital, we believe that, that is likely to be a company that would have a lower bid-ask spread to the extent it traded. I think we're also seeing the data product being a critical factor in determining where bid-ask spreads are on individual names. So, remember, we put out this PMU every quarter, which is meant to give the market a broad sense of what's happening. But I think if you're a data subscriber of Forge, you can zoom into one name and take a look at what's actually going on in that name. And so, as you could imagine, there are names that continue to trade and trade with lower bid-ask spreads than others. So, -- but look, I think everyone is affected in some way by the condition that we're in right now. Do you want to add anything here?

Yes. Devin, I would add that while looking at the existing bid-ask spreads is an important and helpful indicator, the other thing that we mentioned during this call was the fact that the transactions that we are closing are being completed at greater and greater discounts to the last round as well as I think 44% decreases from valuations that were created back in Q4 of 2021. And so, you could take a given name where there could be a wide spread, but ultimately, what happens is that the seller accepts the bid. We close the transaction, is at the bid price, which has had a significant discount to either the last round or where that stock traded in 2021. And a trade gets completed despite there being a widespread at the time, right? And so, I think the important kind of data point to incorporate in addition to the spreads is kind of where are those trades being closed. And we've mentioned in the last call, the more public visible markdowns that private companies are taking. You recall Klarna raising capital at an 85% discount, Instacart going through three rounds of valuation decreases, 57% decline in total; stripe dropping their valuation 64%, that was actually a valuation that [T Ross] [Ph] put on their strength holding. And then recently, Mobileye and [Contact Labor] [Ph] were anticipating a range of $30 to $50 a share and ended up issuing at $16 or down 50% kind of where their expectations were. So, I do think that the positive information that we're taking from all of this is that we are seeing valuations adjust in the private markets. And if in fact that leads to more transactions, I think that could be very much be the outcome.

Okay, great. Thanks for the color there. A follow-up here on the lending product, it sounds like that could be a nice ancillary revenue stream. I appreciate it's going to take time to scale and to get more adoption there. But just remind us on how to think about kind of when this product would be applicable and then just how you're thinking about the potential opportunity for the product as it scales?

Well, we're really excited about this, and we really started thinking about lending with a range of different applications. We fundamentally have a view that employees that become owners and not just stock option holders really serve broadly the private market and companies that are participants that are trying to change the world, realizing particularly in difficult times that employee retention is a big deal. And so, the idea that we started with something that was relatively small and relatively low risk, now on an enterprise basis, it's conceivable that you could see companies in the global unicorn crop today that want to broadly institute programs to convert their option holders into owners. And so, we thought this is a logical place to start because the loan sizes are small. The loan term was very small because we had identified with our data and with our platform buyers of the same name that companies or employees were looking to get loans on. So, our ability to match a buyer with the stock and to pay off a stock option bridge loan, we think, is uniquely qualified in the market. We think we could do this better than anyone else and at a scale. So, we started here. But we recognize that, over time, this could expand in other lending products and that we will need capital partners. And so, it shouldn't be a surprise to anybody that Forge is backed by some of the most sophisticated and interested banks in the world in the private markets. We've announced partnerships, and we'll look at our banking partners as sources of capital, as it scales and gets bigger over time. But we thought this is the place to start. It serves employees. It serves companies' interests, and it really creates a unique opportunity for Forge to enter the market and be competitive.

Okay.

And Devin, I would add that, in the current environment, unfortunately, you're reading about many unicorn companies reducing their staffing. And so, those affected by this, they typically have a short window to exercise their stock options, many of which would be in the money. And so, that would be an opportunity to work with Forge to be able to monetize kind of the fruits of their labor, the wealth that they generated while working at those unicorn companies.

And I'm sure, Devin, you've seen some of the companies modifying those plans to help assist with employees who have been part of a RIF or essentially looking at the work they put into a company thus far. And so, we think there's a particular acute opportunity here at this moment in the market.

Also, Mark, what type of balance sheet liability do you anticipate, or any risk associated with Forge?

Yes. In case you guys didn't hear the question, it was kind of the amount of capital that we envision putting the work in entering the loan business. So, initially, we expect that the amount of capital will be funded off of our balance sheet. We don't think it's going to be -- because these are short-term loans, typically 30 to 60-day loans, we think that the amount of total capital that we need in our initial pilot will be relatively minimum. And that, as Kelly mentioned, as we start to scale this product and move beyond our pilot, we envision rating capital partners to help with the capital requirements for those products.

Okay, great. Actually, maybe more -- since we're talking about the balance sheet, and you ended the quarter with a strong cash position and expect to reduce cash burn from here, which is great, I'm assuming that doesn't assume any improvement in the operating environment. And so, just what are some of the levers to do that? And then just interrelated based on the comments for kind of flat head count into next year, how does that impact growth plans or priorities if at all?

Well, I'll start with just the growth plans and priorities. We think that this is a time when our competitors in this funding environment and anybody that's investing in this environment is really a cautious time and for Forge, we think the market needs critical infrastructure. So, we'll continue to put engineering resources against developing the next generation of market infrastructure. And while we haven't given forward guidance on revenues for 2023, we're working on the assumption that the conditions that we're in right now will continue to persist until we start to see that price discovery equilibrium be reached. So, we're watching very carefully in Q4, but we believe through a combination of careful management of our costs and being really focused in '23 as the market recovers, we've got the potential to both lower our cash burn -- and we're going to do that. We're going on record and saying we're doing that -- and also be ready as the revenue opportunities for the transaction part of our business returns. But let me make it clear. We talked about -- if you didn't hear it, the inverse relationship between our interest rate sensitive business around custody and the relationship between that and the relative volatility of both public and private markets. And you could see in the data already that in our Q3, part of our performance was buoyed by better-than-expected cash administration fees from the interest rate environment. We think we're uniquely positioned to benefit from those things. And with lending coming online and the uptake of data, we think the quality of revenue and our relative performance in 2023 to other competitors that don't have that composition will serve us. I'll let you talk, Mark, to any other specifics.

Yes. I think Kelly covered most all of that answer. Devin, I would just add that we are looking at other opportunities to continue to improve our markets revenue even in a challenging environment. Our data business and though we're not breaking that out separately, we continue to see a strong pipeline, high interest. And Kelly mentioned strong high levels of renewal, upsell opportunities. And so, we think that will contribute in 2020 -- contribute to in 2023. We expect lending to kind of start to improve and add to the bottom line. And then Kelly mentioned, of course, our custodial revenues. Obviously, there was another rate increase in November, another expected in December. And so, that will continue to also help contribute towards our ability to lower our 2023 burn.

Understood. Well, thanks for all the details, appreciate it, guys.

That, Kevin. Emma, we can take our next question.

Your next question comes from the line of Patrick Moley with Piper Sandler. Your line is now open.

Yes. Hi, guys. I was just wondering if you could maybe expand a little bit more on the partnership with Deutsche Borse and then maybe how you guys look at the size of that opportunity relative to the U.S. And then I think in the press release, you guys said that you were going to be first movers in Europe. So, maybe if you could just talk about the competitive landscape over there, more competitors there are, if any. Thanks.

Yes. So, let me talk first about the structural part of the question. We took a lot of time to consider and enter the European market. And we view it as a market that currently is pretty concentrated in the U.K., France, and Germany. We've been watching some of the data around growth of European unicorns. And for years, have been doing business with both European companies and European investors that are working primarily through our U.S. regulated operations. And we could see an opportunity emerge to get a bigger piece of that market as it came to be a reality by having regulated entities on the ground in Europe. And while we entered into a partnership with one of the most respected market operators in the world, we also weren't naive about the fact that joint ventures often don't work. And so, this is structured, and I would say, will be executed and led in the same founder-led mentality that we built Forge. And so, some of the critical talent required to run the standing up of that entity and the first trades are coming from our Forge U.S. operation. And we started to staff positions in market with local folks. And so, we think we've got the right mix of a partner in Deutsche Borse. And the capital, as you heard from Mark, was mostly Deutsche Borse's capital, but we retain a controlling interest in the entity. So, we think it's going to be a nimble, executionally savvy entity, but we also think we've got the right balance of local talent and people that have come from the years of expertise that we've built here. And Deutsche Borse will be very active. And I'll just tell you, as market operators go they're true believers in the private market. And so, as far as competitors go, it's super fragmented. It looks like the U.S. market six or seven years ago, where nobody was doing more than $10 million of revenue. It may be even smaller than that. And then you've got the whole issue of companies in Germany versus companies in the U.K. and just generally, the fact that trying to do transactions within the region and across European entities requires a regulatory structure that we could see was going to be complicated and takes some time to invest in. But look, the valuation of European tech and unicorns over the last seven years has gone from $50 billion to $625 billion. So, this is a market that's growing faster than the U.S. market right now.

Very helpful, thanks.

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

Hi, good afternoon. Question on the custody client cash balances, could you maybe discuss the dynamics there? Are sweet vehicles, like what is that -- what type of securities are those invested in, the type of yield that you're earning there?

Yes. I'm just going to start with one point just to make it really clear. And then, Mark, I'd like you to talk about the yield and regulatory dynamics of that business. So, our custodial enterprise holds private securities investors and like the asset class that we're all talking about, familiar with, there are periods when those investments have a component of the account that is in liquid cash that sits in idle cash. And those balances in the experience that Mark Lee and I have both here and our previous company that specialized in this type of custody grow over time. And they even grow from periods of market volatility that we see here. And so, we think that that's a real value to our business model in terms of both the balance itself and the fact that they grow over time, particularly as people start to liquidate assets and may have to liquid assets if they need cash, so, some of that cash stays idle in our accounts. Mark, I'll let you talk to the specific dynamics in terms of the yield and how we manage it.

Jeff, just for the benefit of all the others on the call, let me give a really high-level summary for those on the call. As you recall, Forge Custody earns revenue by providing administrative services. We charge quarterly account and asset fees, transaction fees and cash administration fees. And you're asking specifically about the cash and administration fees. So, -- and we said this previously, but during periods of lower interest rates, right, our cash administration fees are compressed. And then during a rising rate environment that we're currently in, we're able to increase our cash administration fees. Now, your specific question is what about the mechanics of how that's structured, and I think specifically, when you read reports other firms, brokerage firms and the like, you read about cash sorting issues and that affecting brokerage firms' revenues. For us, our client cash is typically very small amounts held for each account, as Kelly described. It typically tends to be transitional cash, either someone in between an investment or they have residual dividends or income flows from their investments, it's not typically large amounts of cash. So, we haven't been subject to the same type of cash sorting issues. It's small amounts of cash across a lot of various accounts. The cash balances are placed in depository banks. Depository banks pay an interest that is related to kind of the movement of Fed funds. And it's from that interest that customers receive interest, and we're able to earn our cash administration fees.

Yes. And I was just curious, is that sort of Fed funds rate plus a small spread? Are you looking to invest that in kind of locking in higher rates? Or is there anything you can kind of speak to on the type of yield that you're seeing on a gross basis?

Yes. No, I mean this is client cash, right? It just sits in demand deposit accounts at banks, and it's really straightforward, Jeff. The interest that's earned on these accounts, customers earn an amount of interest on their balances and cash administration fees are deducted from that interest. And this is very similar, by the way, with all of the similar custodial firms that are similar to Forge Trust.

Okay. Okay. And then on the headcount, it was up 28% I think, year-over-year. You had mentioned hiring freeze. Just when we think about -- so if you're keeping the current headcount, when we think about 2023, what should we expect from sort of a wage inflation perspective? Just because I look at it now, when you include stock comp, I mean, it's over 100% of revenues. So, what should we think about in terms of like growth of that from an inflation side and the stock comp component, frankly?

Yes. Let me start with stock comp, Jeff. We mentioned this in the prior call and in fact, in our supplemental schedule. We were providing additional information on stock compensation, given the unique nature of kind of what we're going through. But to recap, when we went through -- when we went public, we approved a certain amount of retention, RSUs for our employees. But due to the timing of when those were approved, we have to amortize them from -- for accounting purposes, right, alongside -- based on the price at the time that they were granted. And so, what you're seeing in stock compensation is the amortization of the various amounts of restricted stock options that are granted to our employees and our Board. And we're providing you specific insight into stock compensation and how it shifted from Q2 to Q3 to Q4. So, I think you have a lot of visibility with regard and it does decrease significantly in Q4 and then further in Q1 of 2023. I mean with regard to compensation with the flat head count, I mean as you have described, given that we are maintaining a flat level, as you look forward, you would have to look at the full year impact of those head count in 2023 and any kind of increase that you would model in that we would have to give offers to our employees year-to-year.

And any indication of what type of inflation that is wage inflation? I mean, is it 6, 7, 8 or --

Yes. We're in the process of kind of going through that [2023] [Ph] planning process with our [technical difficulty] Board, Jeff, so I don't think you have any guidance to offer on that at this point.

Okay, great. Thank you.

And Jeff, just to keep in mind, a lot has changed in the labor market even with in the last 24 hours, so --

Right, right. Okay, thanks.

Your next question comes from the line of Ken Worthington with JPMorgan. Your line is now open.

Hi. Thanks for taking the question. Okay. Beating the dead horse on cash and custody fees, of the $15 billion of AUC, how much is in cash? What is the normal percentage that is in cash? And are the fees, the cash admin fees, are those standardized across clients? And if they are, can you just sort of give us what you're charging on cash and how that should fluctuate as rates change?

Yes, Ken. In the supplemental schedule that we filed and it's also on our Web site, we're disclosing a level of cash balances, so you can look at kind of our total assets under custody and you can look at the cash balances to see the relationship there. I mean as I kind of commented earlier too, I think it was Jeff's question, we have not been subject to the same type of cash sorting issues that you see at other firms. And let's see, what was part two of your question? [Multiple Speakers] Yes. So, the fees are uniform across our accounts. And as we go through different rounds of increasing rates, it's an evaluation by the management team at the trust company to evaluate and determine the appropriate level of cash administration fees relative to kind of current rates.

Okay. Okay, thank you.

But Ken, I think we did report a $680 million on the $15 billion, just to speak to specifically the percentage of the $15 billion that's in cash.

Okay, perfect. Thank you. You mentioned in the prepared remarks the right of first refusal and your comments around that is, based on what you're seeing it could be signaling a trough. So, can you just walk us through, again, what the right of first refusal is and just the logic behind the signaling in your interpretation?

Yes, sure. So, structurally, in previous calls, we've talked about the different ways that trades happen within companies. One way is employees want to sell, and they're bound by a transfer restriction within those cap tables that requires them to provide typically a 30-day notice of desire to sell, and the company then has within its own private market bylaws extended the right for existing investors to purchase those shares. And while this isn't the case in every structure, we have certain SPV structures that sit on cap tables that have approvals or are allowed to trade without ROFRs. If there is a ROFR in place and we track it, there's an indication that we can read into this which is that the insiders who are on the cap table already, who see the ROFR being tendered, they see the potential for a sale, they get to elect whether or not they want to step in front and buy the shares themselves. And our view of this is that if you have more knowledge of the company because you're already on the cap table, you may be a Board member, you may have information rights, your purchase of those shares at that price is an indication that it's a deal that is worth getting additional exposure on. And so, if we see that more ROFRs are being executed by existing cap table participants, we could interpret that, that's a price based on knowledge that could be equivalent to a price setting and a fundraising because that's an indication that someone with knowledge and disclosure is willing to buy the company at that ROFR price. And so, when we see that systematically across the company over some duration of time, that could tell us that -- something about a trough, and so, I think what we reported was we could start to see signals of this in parts of our quarter in Q3. And that trough and obviously, that data could indicate a market bottom. Now it could be a market bottom for a name and not the whole market in general, but when you see it across companies, you could start to draw broad trend insights from that. Does that make sense?

Great, appreciate the color. Okay. Last for me, stock price is at 1 50. What are your listing requirements? And how are you thinking about the stock price here and anything you need to do to make sure you continue to fulfill your requirements?

Yes. When we look at the listing requirements on the NYC, we're pretty lucky because we have a lot of NYC people working with us to build out the product. At the end of the day, it's a function of the denominator and the listing requirements are $1 per share per the NYC standards. But they are very accommodating given the current state of the world, I would say. And then at the end of the day, essentially do a reverse split, which is just math, so --

Yes. And I would add that we did look at it specifically to make sure that we understood the specific rules and as Dom reiterated, we don't really see kind of an issue there at this point in time. And so, I mean, this is what I'm sure you've heard from us before, while we obviously monitor our stock price very closely and the trading volumes, we don't focus on what we can't control. And so, we are focusing on what we can do, which is just to execute kind of all of it. And it's everything Kelly just described that we've been working on in the last quarter, European expansion, our data product, stock option, lending, custodial services for our trading clients and obviously much, much more.

Look, we all have, both in this room and in the company, mad conviction about this market. And there's just no doubt in our minds that while this may be a difficult environment and there's a lot going on out in the world that we don't control, everything that we've said were the foundations for why this company was formed, the vision of it and the size of the market are continuing to be very exciting for people here. And nobody likes to see the stock down where it is, but we continue to be focused on that bigger, bolder opportunity, and we're going to keep focused on that for 2023.

Okay, great. Thanks very much.

Thank you, Ken. Emma, can we take our last question from Owen Lau?

Certainly. So, your last question will come from the line of Owen Lau with Oppenheimer. Your line is open.

Thank you. Thank you for taking my question. Could you please add more color on your data and analytics product? And also when we should expect your data revenue could become more material? Thank you.

Well, I'll start with the product. We launched it last September. It's fundamentally today an institutional product and institutional can mean a lot of things to a lot of people, but we focused it primarily on our institutional buyers. But increasingly, you're seeing hedge funds. You're seeing capital markets desks and asset managers enter the private markets at levels that you hadn't seen before, and all of them need data and insights. And so, the product was meant and priced initially last September at a starting price in the low mid-$20,000 per seat annually. And it went up depending on the number of seats you held or if you want to access to what we talked about as the data feed version or the file-based version. So, you could essentially take our product, broad data, including all historical data and use it however you want to drive product decisions or essentially generate your own sort of mechanism for passive or passive active trading. We see this as an incredibly important part of the market future. We see that we have gotten product market fit, both in terms of the response that we've gotten over the years that it's been out. And now it's really just a matter of us executing on the distribution and broad-based marketing and sales of the product. We're going to continue to evolve it. And I think I said on the road show a year ago that we saw in the next four to five years that this could be a material piece of our revenue. NASDAQ and ICE get between 36% and 38% of their revenues from data. And I think I talked about this being 25% of our revenue over the next five years. I think there's a world where the relationship to trading and trading volumes becomes increasingly reliant on data. And the more data that we put out and the more people use it, we think it will increase the decision-making power of the market. So, this is really strategic. And Owen, I think we're going to look at this in '23, and we talked about not giving certain forward guidance during this particularly difficult time. That doesn't mean we're never going to give forward guidance. And I'd say one of the things that's particularly interesting about data is, as you look at data products to have a subscription component or you look at SaaS-based software products, there's a booking dynamic that builds over time. And we're just now -- reached our first anniversary. So, I'd say look for us to get better insight into how this is performing in the future. But right now, we're really excited about the product market fit of Forge Intelligence. Mark, I'll let you add any color you want on how it has effect on the model.

Yes, Owen, and as you know, we're not, at this point in time, breaking out data. And so, I can't kind of give you specifics for now. What I will kind of reiterate, Kelly mentioned it previously in our discussion but I just want to repeat, we rolled out the product about over a year ago now. We have very, very high levels of retention. We have very high levels of upsell where our existing clients are interested in expanding the types of products and features that they can use, and we're able to upsell them and provide a higher level of service. In addition to kind of the basic subscription that we talk about, we also provide a data feed product where people can get this information sent to them electronically. And we also have a product where people can acquire a history, kind of a database of our information, historical database of information. So, we're finding a lot of different expanded uses for the information that we have. When I talked to the data team, there's just a tremendous level of excitement and optimism in terms of what they're seeing and encountering in the market. And so, we're feeling quite good about data at Forge Intelligence.

And also, as we talked about, and this is inclusive of our custody product as well. I think custody services and data are both predictable recurring revenue. In the case of the data product, it's very high margin at scale and really is low cost to serve incremental customers. And to Mark's point, if we upsell someone from one seat to 10 seats, it's just an incredibly attractive model. And look, we think that there are going to be others that -- and the competitive set that we'll try and come into this space. And we firmly believe that our position as the market leader and a marketplace that provides significant liquidity for the space will put us in a position to continue to occupy a competitive advantage in the range of data that we put out, and it should not be lost on anybody on the call that our ability to go out and now aggregate third-party data sources is also key to our scaling of this and that started to happen this year, actually in this last quarter.

Yes. Owen, I mean, I think we hope that eventually, Forge Intelligence can become like the private market case, but one more thing I was going to add was that our sales team has been going out there and talking to clients. I mean we're discovering that there are other channels and segments that we didn't originally fully anticipate. For example, venture lending is turning out to be a very -- an area where there's a lot of opportunity, a lot of people interested in our data products. And so, I think there are use cases that are expanding beyond how we originally envisioned, where we would sell this product. And so, that's another positive for intelligence and for data.

Emma, may be one last question before we conclude.

There are no further questions at this time.

Awesome. Thank you, Emma. Thank you all for joining us today. We look forward to the conversations over the next quarter.