PAX Patria Investments Ltd

UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2024

Commission File Number: 001-39911

 

Patria Investments Limited

(Exact name of registrant as specified in its charter)

 

60 Nexus Way, 4th floor,

Camana Bay, PO Box 757, KY1-9006

Grand Cayman, Cayman Islands

+1 345 640 4900

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

X

Form 40-F

    

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

			Patria Investments Limited
			By:	/s/ Ana Cristina Russo
				Name:	Ana Cristina Russo
				Title:	Chief Financial Officer

Date: November 5, 2024

 

TABLE OF CONTENTS

 

EXHIBIT
99.1	Patria Investments Limited – Unaudited condensed consolidated interim financial statements for the six-month period ended June 30, 2024 and 2023.

    

 

 

Exhibit 99.1

 

Patria Investments Limited

Condensed Consolidated Statement of Financial Position

As of June 30, 2024 and December 31, 2023

(In thousands of United States dollars – US$)

 

			Unaudited							Unaudited
Assets	Note		06/30/2024		12/31/2023		Liabilities and equity	Note		06/30/2024		12/31/2023
Cash and cash equivalents	6		28,949		16,050		Client funds payable	7		21,669		17,055
Short term investments	12(a)		70,074		204,510		Consideration payable on acquisition	21(b)		109,032		59,087
Client funds on deposit	7		21,669		17,055		Personnel and related taxes payable	15		19,952		28,772
Accounts receivable	8		118,216		127,363		Taxes payable	17		8.939		3,902
Project advances	9		16,358		17,614		Carried interest allocation	23(b)		8,827		9,352
Recoverable taxes	11		4,775		4,014		Loans	16		28,314		-
Other current assets	10		50,754		11,781		Other financial instruments	12(c)		20,715		321
Other financial instruments	12(c)		23,023		3,206		Commitment subject to possible redemption	21(c)		52,313		187,356
							Gross obligation under put option	21(d)		69,834		81,588
							Other liabilities	18		38,551		10,065
Current assets			333,818		401,593		Current liabilities			378,146		397,498
Accounts receivable	8		14,729		14,900		Personnel liabilities	15		401		2,946
Project advances	9		1,767		1,972		Consideration payable on acquisition	21(b)		77,499		42,853
Deferred tax assets	19		17,970		15,472		Carried interest allocation	23(b)		8,485		22,577
Other non-current assets	10		16,156		3,798		Loans	16		148,802		-
Long-term investments	12(b)		48,585		57,735		Gross obligation under put option	21(d)		26,610		11,338
Investments in associates			758		911		Other non-current liabilities	18		49,780		13,024
Property and equipment	13		27,683		28,185		Deferred tax liabilities	19		2,853		-
Intangible assets	14		712,618		487,012		Other financial instruments	12(c)		4,783		-
Other financial instruments	12(c)		7,948		-
							Non-current liabilities			319,213		92,738
Non-current assets			848,214		609,985		Total liabilities			697,359		490,236
							Capital	29(a)		15		15
							Additional paid-in capital	29(b)		533,895		500,694
							Capital reserves	29(d)		9,097		2,960
							Retained earnings	29(c)		-		50,831
							Cumulative translation adjustment	29(f)		(28,245)		(12,011)
							Equity attributable to the owners of the Company			514,762		542,489
							Non-controlling interests	29(g)		(30,089)		(21,147)
							Equity			484,673		521,342
Total assets			1,182,032		1,011,578		Total liabilities and equity			1,182,032		1,011,578

The accompanying notes are integral parts of these condensed consolidated interim financial statements.

Patria Investments Limited

Condensed Consolidated Income Statement

For the six and three-month periods ended June 30, 2024 and 2023

(In thousands of United States dollars - US$, except earnings per share)

 

				Unaudited three-month period ended June 30,								Unaudited six-month period ended June 30,
		Note		2024				2023				2024				2023
Net revenue from services		22			74,999				78,591				138,907				152,343
Personnel expenses		23			(29,548	)			(18,579	)			(47,993	)			(36,980	)
Carried interest allocation		23			-				(5,738	)			-				(11,146	)
Deferred consideration		21(b)			(3,482	)			(6,829	)			(5,876	)			(12,940	)
Amortization of intangible assets		24			(6,403	)			(5,520	)			(12,447	)			(10,419	)
General and administrative expenses		25			(11,200	)			(10,165	)			(20,390	)			(19,111	)
Other income/(expenses)		26			(16,445	)			(4,191	)			(23,431	)			(12,634	)
Share of equity-accounted (losses) earnings					(107	)			64				(316	)			(533	)
Net financial income/(expense)		27			(4,651	)			708				(5,218	)			451
Net Income before income tax					3,163				28,341				23,236				49,031
Income tax		28			(629	)			7,685				(4,849	)			4,554
Net income for the period					2,534				36,026				18,387				53,585
Attributable to:
Owners of the Company					706				35,701				16,155				52,944
Non-controlling interests		29(g)			1,828				325				2,232				641
Basic earnings per thousand shares		29(e)			0.00466				0.24097				0.10703				0.35808
Diluted earnings per thousand shares		29(e)			0.00460				0.24081				0.10605				0.35722

 

The accompanying notes are integral parts of these consolidated financial statements.

Patria Investments Limited

Condensed Consolidated Statement of Comprehensive Income

For the six and three-month periods ended June 30, 2024 and 2023

(In thousands of United States dollars - US$)

 

		Unaudited three-month period ended June 30,								Unaudited six-month period ended June 30,
		2024				2023				2024				2023
Net income for the period			2,534				36,026				18,387				53,585
Items that will be reclassified to the income statement:
Currency translation adjustment			4,750				(1,124	)			(16,234	)			13,080
Currency translation adjustment – non-controlling interests			(461	)			(2,134	)			2,361				(5,241	)
Total comprehensive income			6,823				32,768				4,514				61,424
Attributable to:
Owners of the Company			5,456				34,577				(79	)			66,024
Non-controlling interests			1,367				(1,809	)			4,593				(4,600	)

 

The accompanying notes are integral parts of these condensed consolidated interim financial statements.

Patria Investments Limited

Condensed Consolidated Statement of Changes in Equity

For the six-month periods ended June 30, 2024 and 2023

(In thousands of United States dollars - US$)

 

			Attributable to owners
		Note	Capital		Additional paid-in capital		Capital reserves		Retained earnings		Cumulative translation adjustment		Equity  attributable to owners of the Parent		Non-controlling interests		Total Equity
Balance at December 31, 2022			15		485,180		1,495		77,576		(11,478)		552,788		(39,330)		513,458
Cumulative translation adjustment			-		-		-		-		13,080		13,080		(5,241)		7,839
Net income for the period			-		-		-		52,944		-		52,944		641		53,585
Dividends declared		29(c)	-		-		-		(78,601)		-		(78,601)		(2,677)		(81,278)
Share based incentive plan		29(d)	-		-		746		-		-		746		-		746
Capital issuance		29(b)	-		10,130		-		-		-		10,130		-		10,130
Capital contribution received		29(g)	-		-		-		-		-		-		2,728		2,728
Balance at June 30, 2023 (unaudited)			15		495,310		2,241		51,919		1,602		551,087		(43,879)		507,208
Balance at December 31, 2023			15		500,694		2,960		50,831		(12,011)		542,489		(21,147)		521,342
Cumulative translation adjustment			-		-		-		-		(16,234)		(16,234)		2,361		(13,873)
Net income for the period			-		-		-		16,155		-		16,155		2,232		18,387
Recognized as part of business combination – Tria Energy		29(g)	-		-		-		-		-		-		6,604		6,604
Gross obligation under put option - Tria		29(g)	-		-		-		-		-		-		(17,117)		(17,117)
Transfer of additional paid-in capital to retained earnings		29(c)	-		(19,486)		-		19,486		-		-		-		-
Dividends declared		29(c)	-		-		-		(86,472)		-		(86,472)		(5,226)		(91,698)
Share based incentive plan		29(d)	-		-		6,137		-		-		6,137		-		6,137
Capital issuance		29(b)	-		52,687		-		-		-		52,687		-		52,687
Capital contributions received		29(g)	-		-		-		-		-		-		2,204		2,204
Balance at June 30, 2024 (unaudited)			15		533,895		9,097		-		(28,245)		514,762		(30,089)		484,673

 

The accompanying notes are integral parts of these condensed consolidated interim financial statements.

Patria Investments Limited

Condensed Consolidated Statement of Cash Flows

For the six-month periods ended June 30, 2024 and 2023

(In thousands of United States dollars - US$)

 

				Unaudited six-month period ended June 30.
		Note		2024				2023
Cash flows from operating activities
Net income for the period					18,387				53,585
Adjustments to net income for the period
Depreciation expense		25			2,459				2,308
Amortization expense		24			12,447				10,419
Unrealized Net financial investment income					-				(1,226	)
Unrealized (gains)/losses on long-term investments		27			8,944				8,871
Unrealized (gains)/losses on warrant liability		27			160				-
Non-cash (gains)/losses on other derivative financial instruments		27			302				254
Unrealized (gains)/losses on asset-linked receivable		27			(7,314	)			(9,563	)
Contingent consideration adjustments		26			8,042				2,196
Gross obligation under put - unwinding		26			(619	)			4,426
Deferred consideration adjustments		26			1,902				788
Net gain on derecognition of associate					-				4,199
Interest expense on loans		16			3,351				-
Interest expense on lease liabilities		27			687				659
Deferred income taxes expense		28			(1,761	)			(8,635	)
Current income taxes expense		28			6,610				4,081
Share of equity accounted earnings					316				533
Share based incentive plan		23			6,137				746
Mark-to-market adjustments on energy trading contracts		27			(1,890	)			-
Other adjustments to net income					301				172
Changes in operating assets and liabilities
Accounts receivable					12,780				(2	)
Projects advances					372				(1,033	)
Recoverable taxes					(2,102	)			998
Personnel and related taxes					(2,889	)			(13,290	)
Carried interest allocation					(4,028	)			11,419
Decrease (increase) in energy trading contracts					(1,383	)			-
Deferred consideration payable on acquisition					-				12,222
Taxes payable					2,198				(7,379	)
Payment of income taxes					(6,137	)			(1,433	)
Other assets and liabilities					154				(3,379	)
Payment of placement agent fees		14			(5,824	)			-
Net cash generated from operating activities					51,602				71,936
Cash flows from investing activities
Decrease (increase) in short term investments					(1,629	)			22,660
Decrease (increase) in long-term investments					88				(11,946	)
Investment made into SPAC trust account		21(c)			(1,568	)			(300	)
Proceeds from redemptions from the SPAC trust account		21(c)			141,301				65,164
Acquisition of property and equipment		13			(1,554	)			(322	)
Disposal of property and equipment		13			1,480				-
Acquisition of software and computer programs		14			(2,453	)			(663	)
Capital increase in investments in associates					(163	)			-

Acquisition of subsidiary net of cash acquired - CSHG		30			(58,243	)			-
Acquisition of subsidiary net of cash acquired - Aberdeen		30			(54,266	)			-
Acquisition of contractual rights – Blue Macaw					-				(4,370	)
Acquisition of subsidiary net of cash acquired – Kamaroopin					-				(1,846	)
Net cash provided/(used) by investing activities					22,993				68,377
Cash flows from financing activities
Proceeds from credit facilities		16			176,000				-
Debt issuance costs incurred on credit facilities		16			(2,536	)			-
Redemption of SPAC shareholders		21(c)			(141,301	)			(65,164	)
Deposits received into SPAC trust account		21(c)			1,568				-
Settlement of contingent consideration - VBI					(1,265	)			-
Dividends paid to the Company’s shareholders		29(c)			(86,472	)			(78,601	)
Dividends paid to non-controlling interests in subsidiaries					(2,113	)			(1,417	)
Capital contributions received from non-controlling interest (NCI) shareholders					703				2,185
Payment of acquisition payables - Kamaroopin					(1,016	)			(998	)
Payment of acquisition payables – Bari & Move					(1,999	)			-
Lease payments		21(a)			(1,461	)			(727	)
Interest paid on lease liabilities		21(a)			(687	)			(659	)
Net cash (used)/provided in financing activities					(60,579	)			(145,381	)
Foreign exchange variation on cash and cash equivalents in foreign currencies					(1,117	)			899
Increase/(Decrease) in cash and cash equivalents					12,899				(4,169	)
Cash and cash equivalents at the beginning of the period		6			16,050				26,519
Cash and cash equivalents at the end of the period		6			28,949				22,350
Increase/(Decrease) in cash and cash equivalents					12,899				(4,169	)
Non-cash operating. investing and financing activity
Addition and disposal of right of use assets					3,871				1,126
Additions to contractual rights – Credit Suisse Real Estate Business (a)					50,268				-
Additions to goodwill – Credit Suisse Real Estate Business (a)					20,070
Additions to contractual rights – Aberdeen Plc (a)					8,987				-
Additions to non-compete – Aberdeen Plc (a)					1,137
Additions to goodwill – Aberdeen Plc (a)					34,687				-
Capital contribution from NCI shareholders in lieu of dividend payable to NCI shareholders					1,501				1,086
NCI recognized in the business combination with Tria Energy (refer note 30)					6,604				-
Gross obligation under put option – Tria Energy					17,117				-
Company Class A common shares issued (b)					52,687				10,130

 

(a)

The non-cash additions arose from business combinations with Aberdeen Plc and Credit Suisse’s Real Estate business and relate to considerations that are still payable at period ended June 30, 2024 (refer note 21 (b)).

 

(b)

Refer to note 29(b) for a summary of Class A common shares issued during the six-month period ended June 30, 2024. All shares issued during this period were in-kind settlements of outstanding payables as disclosed under note 29(b).

 

The accompanying notes are integral parts of these condensed consolidated interim financial statements.

 

1

General information

 

Patria Investments Limited (the "Company") was established on July 6, 2007 in Bermuda and transferred its registration and domicile by way of registration by continuation to the Cayman Islands on October 12, 2020. The Company also transferred its headquarters from Bermuda to the Cayman Islands on October 12, 2020. Since then, the Company's obligations, whether legal, regulatory, or financial, are in accordance with the applicable laws and regulations of the Cayman Islands.

 

On January 21, 2021, the Company completed its initial public offering ("IPO") registration. The shares offered and sold in the IPO were registered under the Securities Act of 1933, as amended, according to the Company's Registration Statement on Form F-1 (Registration N° 333-251823). The common shares began trading on the Nasdaq Global Select Market ("NASDAQ-GS") on January 22, 2021, under the symbol "PAX".

 

The Company is a public holding company controlled by Patria Holdings Limited (the “Parent”), which held 53.95% of the Company's common shares as of June 30, 2024 (December 31, 2023: 55.36%). The Parent is ultimately controlled by a group of individuals.

 

The Company and its subsidiaries (collectively, the "Group") are a private markets investment firm focused on investing in Latin America. Since 1994 the Group has expanded from its initial flagship private equity funds to other investment products, such as:

 

Investment product	Description
Infrastructure development funds	private equity approach applied to infrastructure assets;
Co-investment funds	focused on companies from its flagship funds;
Global private market solutions	increased during 2024 with the 100% acquisition of Aberdeen Plc (“Aberdeen”) during April 2024 – refer note 30;
Credit funds	increased through business combination in 2021 with Moneda Asset Management SpA (“MAM I”) and Moneda II SpA (“MAM II”) (collectively “Moneda”);
Real estate funds	increased in 2022 to 2024 with the:   Ø controlling acquisition of VBI Real Estate Gestão de Carteiras S.A.(“VBI”);   Ø controlling acquisition of Patria Asset Management (“PAM”) in partnership with Bancolombia to expand real estate capabilities into Colombia – refer note 30; and   Ø 100% acquisition of Credit Suisse’s Real Estate business (“CSHG”) during May 2024 – refer note 30

Venture capital and growth funds	Ø through business combination in 2022 with Igah Partners LLC (“Igah Ventures”) and PEVC I General Partner IV, Ltd. (“Igah IV”) and Igah Carry Holding Ltd (collectively “Igah”), and   Ø during 2023 (refer note 30) Kamaroopin Gestora de Recursos Ltda. (“Kamaroopin Ltda”) and Hanuman GP Cayman, LLC (collectively “Kamaroopin”).
Energy trading	in conjunction with experts from the energy sector, the Group acquired Tria Energy, a company engaged in energy trading in Brazil. The business forms part of the Group’s infrastructure vertical strategy.

 

The Group’s operations include investment offices in Montevideo (Uruguay), São Paulo (Brazil), Bogota (Colombia), Medellín (Colombia), Edinburgh (Scotland - United Kingdom), and Santiago (Chile), as well as client-coverage offices in New York (United States), London (United Kingdom), Dubai (UAE) and Hong Kong to cover the investor base of its underlying investment products, in addition to its corporate business and management office in Grand Cayman (Cayman Islands).

 

The Group's main executive office is located at 60 Nexus Way, 4th floor, Camana Bay, Grand Cayman, Cayman Islands.

 

The Group’s current liabilities exceeded current assets as of June 30,2024. This position results from the recognition of acquisition payables from business combination concluded for the period ended June 30, 2024. The settlement of the acquisition payables will take place through continuing cash generation from operations, the issue of Class A common shares of the Company; cash collections of outstanding accounts receivable and, if required, additional bank borrowings. Considering that the Group has access to sufficient resources to settle liabilities as it become due, no material uncertainties exist that cast significant doubt regarding the Company’s and Group’s ability to continue as a going concern. As such the use of going concern basis of accounting is considered appropriate.

 

These unaudited condensed consolidated interim financial statements for the six-month periods ended June 30, 2024 and 2023 include the condensed financial information regarding the Company and its subsidiaries, as described in note 5.

 

2

Presentation of financial statements

 

a.

Statement of compliance and basis of preparation

 

The unaudited condensed consolidated interim financial statements were prepared in accordance with IAS 34 - Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"). These unaudited condensed consolidated interim financial statements should be read together with the annual consolidated financial statements as of and for the years ended December 31, 2023, 2022 and 2021 (“Annual Consolidated Financial Statements”).

 

The board of directors approved the unaudited condensed consolidated interim financial statements on October 31, 2024.

 

b.

Functional and presentation currency

 

The unaudited condensed consolidated interim financial statements are presented in United States dollars (USD), the functional currency of the Company. The effects of the translation from the functional currency into the presentation currency are recognized in equity under the caption "Cumulative Translation Adjustment".

 

For details regarding the remeasurement of the balances and transactions in foreign currencies to the functional currency of the Company and its subsidiaries, refer to note 5 for the functional currency determined for each entity.

 

c.

Use of estimates and judgments

 

The preparation of these unaudited condensed consolidated interim financial statements in accordance with IFRS requires Management to make estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that estimates utilized to prepare the unaudited condensed consolidated interim financial statements are prudent and reasonable. Actual results could differ from those estimates and such differences could be material.

 

In preparing these unaudited interim condensed consolidated financial statements, the significant judgements and estimates made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that are set out in the Annual Consolidated Financial Statements.

 

3

Segment information

 

The Group operates through a single reportable operating segment, in accordance with IFRS 8, reflecting how the Group’s executive directors collectively act as the chief operating decision maker to allocate resources and assess performance under the Group's global strategy, which includes integrated product lines. Within its one operating segment, the Company has multiple product lines including private equity, credit, infrastructure, public equities, real estate, advisory and distribution and energy trading.

 

4

Material accounting policies

 

These unaudited condensed consolidated interim financial statements were prepared in accordance with policies, accounting practices, and methods for determining estimates consistent to the accounting policies and estimates adopted in the preparation of the Annual Consolidated Financial Statements. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2024, but do not have a material impact on the interim condensed consolidated financial statements of the Group.

 

5

Group Structure

 

Consolidation and subsidiaries

 

The condensed consolidated interim financial statements include the entities listed below, which are the Company's direct or indirect subsidiaries:

 

			Country of Incorporation	Functional Currency	Equity interest (direct or indirect) (%)
Subsidiaries		Principal Activities			June 30, 2024	December 31, 2023
Patria Finance Ltd.		Asset management & administration	KY	USD	100.00%	100.00%
Patria Brazilian Private Equity III, Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
PBPE General Partner IV, Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
PBPE General Partner V, Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
Patria Brazilian Private Equity General Partner VI, Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
Patria Brazil Real Estate Fund General Partner II, Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
Patria Brazil Real Estate Fund General Partner III Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
Patria Brazil Retail Property Fund General Partner, Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
Patria Investments UK Ltd.		Investor relations, marketing & administration	UK	GBP	100.00%	100.00%
Patria Investments US LLC		Investor relations, marketing & administration	US	USD	100.00%	100.00%
Patria Investments Colombia S.A.S.		Advisory, investor relations & marketing	CO	COP	100.00%	100.00%
Infrastructure II GP, Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
Infrastructure III SLP Ltd.		Investment fund manager & advisory	KY	USD	100.00%	100.00%
Patria Infrastructure General Partner IV Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
Pátria Investimentos Ltda. ("PILTDA")	(c)	Asset management & administration	BR	BRL	100.00%	100.00%
Patria Investments Latam S.A.		Holding company	UY	USD	100.00%	100.00%
Patria Investments Uruguay Agente de Valores S.A.		Broker, advisory, investor relations & marketing	UY	USD	100.00%	100.00%
Patria Investments Cayman Ltd.		Holding company	KY	USD	100.00%	100.00%
Patria Investments Hong Kong, Ltd.		Investor relations, marketing & administration	HK	HKD	100.00%	100.00%
Platam Investments Brazil Ltda.		Asset management & administration	BR	BRL	100.00%	100.00%
Patria Constructivist Equity Fund General Partner II, Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
PI General Partner V Ltd.		Investment fund manager	KY	USD	100.00%	100.00%

PPE General Partner VII, Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
PI Renewables General Partner, Ltd.		Investment fund manager	KY	USD	100.00%	100.00%
Patria Latam Growth Management Ltd.	(n)	Investment fund manager	KY	USD	-	100.00%
Patria SPAC LLC		Holding company & SPAC Sponsor	KY	USD	100.00%	100.00%
Patria Latin American Opportunity Acquisition Corp.	(d)	SPAC	KY	USD	100.00%	100.00%
Moneda Asset Management SpA (“MAM I”)		Holding company	CH	CLP	100.00%	100.00%
Moneda Corredores de Bolsa Limitada (“MCB”)		Broker	CH	CLP	100.00%	100.00%
Moneda S.A. Administradora General De Fondos (“MAGF”)		Asset management	CH	CLP	100.00%	100.00%
Moneda II SpA (“MAM II”)		Holding company	CH	USD	100.00%	100.00%
Moneda International Inc.		Investment fund manager	BV	USD	100.00%	100.00%
Moneda USA Inc.		Advisory	US	USD	100.00%	100.00%
VBI Real Estate Gestão de Carteiras S.A. (“VBI”)	(e)	Asset management	BR	BRL	50.00%	50.00%
VBI Administração Fiduciaria e Gestão Ltda		Administration	BR	BRL	50.00%	50.00%
BREOF Partners Ltda		Holding company	BR	BRL	50.00%	50.00%
VBI ND II Empreendimentos Imobiliários Ltda		Dormant	BR	BRL	50.00%	50.00%
VBI Data Center Empreendimentos Imobiliários Ltda		Dormant	BR	BRL	50.00%	50.00%
Igah Partners LLC	(f)	Asset management	US	USD	100.00%	100.00%
e.Bricks Ventures III GP, LLC		Investment fund manager	KY	USD	100.00%	100.00%
Igah Carry Holding Ltd		Carry vehicle	KY	USD	100.00%	100.00%
PEVC I General Partner IV, Ltd.	(f)	Holding company	KY	USD	100.00%	100.00%
Patria Real Estate Latam S.A.S	(e)	Holding company	UY	USD	98.90%	98.90%
Patria Private Equity Latam S.A.S		Holding company	UY	USD	100.00%	100.00%
Patria Fund Advisor Ltd.	(m)	Dormant	KY	USD	-	100.00%
VBI Holding Ltda (formerly NewCo BlueMacaw Partner Ltda.)	(h)	Holding company	BR	BRL	100.00%	100.00%
BlueMacaw S.A.	(n)	Holding company	BR	BRL	-	100.00%
VBI Asset Management Ltda.	(h)	Asset management	BR	BRL	100.00%	100.00%
KMP I Holding	(i)	Holding company	KY	USD	100.00%	100.00%
Kamaroopin Gestora de Recursos Ltda. (“Kamaroopin Ltda”)	(i)	Asset management	BR	BRL	100.00%	100.00%
Hanuman GP Cayman, LLC (“Hanuman”)	(g)	Asset management	KY	USD	100.00%	100.00%
Pat HoldCo Mexico S. de R.L. de C.V.	(g)	Holding company	MX	MXN	100.00%	100.00%
Pat Inmuebles HoldCo Mexico S. de R.L. de C.V.	(g)	Holding company	MX	MXN	100.00%	100.00%
Pat HoldCo Servicios Corporativos S. de R.L. de C.V.	(g)	Holding company	MX	MXN	100.00%	100.00%
Patria Investments Argentina S.A.	(g)	Holding company	AR	ARS	100.00%	100.00%
VBI Securities Ltda. (formerly “Bari Gestao De Recursos Ltda.”)	(h)	Asset management	BR	BRL	50.00%	50.00%
Patria Asset Management S.A. (“PAM”)	(k)	Asset management	CO	COP	50.74%	50.74%
VBI Capital Ltda.	(l)	Asset management	BR	BRL	50.00%	50.00%
Move Capital S.A.	(j)	Asset management	BR	BRL	50.00%	50.00%
Patria Acquisitions Limited	(g)	Holding company	UK	GBP	100.00%	-
Tria Energía Participações Ltda.	(a)	Holding company	BR	BRL	100.00%	-
Tria Comercializadora de Energía S.A.	(a)	Energy trading company	BR	BRL	66.67%	-
Pátria Holding Financeira Ltda.	(d)	Holding company	BR	BRL	100.00%	-
Pátria Distribuidora de Títulos e Valores Mobiliários Ltda.	(d)	Dormant	BR	BRL	100.00%	-
Patria Europe 1 (GP) Limited	(b)	Investment fund manager	UK	GBP	100.00%	-
Patria Europe 2 Limited	(b)	Holding company	UK	GBP	100.00%	-
Patria Private Equity (Europe) Limited	(b)	Asset management	UK	GBP	100.00%	-

Patria Capital Partners LLP

(b)

Asset management

UK

GBP

100.00%

-

 

"USD" United States dollars, "BRL" Brazilian Real, "GBP" Pound Sterling, "CLP" Chilean peso, "COP" Colombian peso, "HKD" Hong Kong dollar, “ARS” Argentine Peso,

 

"KY" Cayman Islands, "BR" Brazil, "CO" Colombia, "CH" Chile, "UK" United Kingdom, "US" United States, “BV” British Virgin Islands, “MX” Mexico, “AR” Argentina

 

(a)

On April 02, 2024, the Group closed on a transaction acquiring 66,67% interest in Tria Comercializadora de Energia Ltda (“Tria”). The business combination is a joined effort between the Group and individuals within the energy sector establishing an energy trading company.

 

(b)

On April 26, 2024, the Group closed on a transaction acquiring 100% interest in Aberdeen, an European private equity business. The newly acquired business, together with Patria’s existing global private markets vehicles, will form a new vertical – Global Private Markets Solutions (“GPMS”), with an aggregate Fee Earning AUM (“FEAUM”) of over $8 billion. This vertical will further develop Patria’s capabilities to serve clients as a gateway to private markets on a global scale.

 

(c)

On May 24, 2024, the Group closed on a transaction with Credit Suisse acquiring its Real Estate business in Brazil. The business includes seven REITS with over 960 thousand shareholders which will adds additional scale to Patria’s Real Estate business and solidifies Patria’s position as a leading independent manager of REITs in Brazil and Latin America. The real estate funds acquired were incorporated into PILTDA.

 

(d)

Patria Latin American Opportunity Acquisition Corp. (the “SPAC” or “PLAO”): a special purpose acquisition company incorporated in the Cayman Island and sponsored by Patria SPAC LLC (the “SPAC Sponsor”) for the purpose of effecting a business combination with one or more businesses with a focus in Latin America.

 

Should PLAO not complete the initial business combination within the specified period the SPAC Class A Ordinary Shares will be redeemed from the proceeds held in the trust account. On June 12, 2024, PLAO’s shareholders approved at an extraordinary general meeting an additional 15-month extension to provide time for PLAO to complete a business combination. For each month spent during this extension period, the SPAC sponsor will deposit US$0.015 per public share into the trust account (approximately US$ 68 thousand). The holders of Public Shares could elect to redeem shares in connection with the Extension Amendment and the amount of 12,339,057 shares were redeemed on June 12, 2024 (refer note 21(c)).

 

As of June 30, 2024, the Group has not selected any business combination target for PLAO. The expectation is to complete a business combination as soon as the Group identifies a target company. The target company could potentially be identified as a related party as one of the Group’s investment funds investees. In the event of a business combination with a related party, it could result in recognition of performance fee revenue and carried interest allocation expenses for the Group.

 

(e)

In March 2023, the Group restructured its VBI holding, contributing the interest held by the Company in VBI to Patria Real Estate Latam S.A.S. There was no change in control or in the total interest held by the Group in VBI. However, there was a dilution of 1.1% in the

 

Company’s direct and indirect interest in Patria Real Estate Latam S.A.S. during the year because of the transaction to acquire assets of Blue Macaw as disclosed in note 5(h) below.

 

(f)

Igah Partners LLC (“Igah Ventures”): a subsidiary of the Group acquired through a business combination that serves as manager of venture capital related funds. Additionally, PEVC I General Partner IV, Ltd (“Igah IV”) was also acquired. Igah Ventures and Igah IV are collectively referred to as “Igah”.

 

(g)

Newly incorporated subsidiaries without assets, liabilities or operations.

 

(h)

On April 3, 2023, VBI acquired a 100% beneficial interest in NewCo BlueMacaw Partners Ltda. renamed to VBI Holding Ltda., BlueMacaw S.A. (merged into VBI Holding Ltda) and VBI Asset Management Ltda., (collectively “Blue Macaw”). The Blue Macaw entities are located in Brazil and focus on infrastructure and real estate investments throughout Latin America. The acquisition is part of the Group’s strategy to enhance its share of the Brazilian real estate market through synergies with VBI. The Group accounted for the transaction as an asset acquisition since the principal assets acquired consist of 4 contractual rights relating to the portfolio of management contracts of the investment funds acquired.

 

(i)

On April 12, 2023, the Group acquired control of Kamaroopin by acquiring the remaining interest in these companies pursuant to the acquisition agreement for Kamaroopin (note 30 (a)). For purposes of the Kamaroopin transaction, KMP I Holding (fully owned by Patria Investments Limited) was incorporated.

 

(j)

On September 1, 2023, the Group completed the acquisition of Bari Gestao De Recursos Ltda. renamed to VBI Securities Ltda (“Bari”), a subsidiary of the Group. Bari is an asset management company focused on real estate investment products. The Group accounted for the transaction as an asset acquisition since the principal lead asset consisted of contractual rights in the management of its investment fund representing substantially all of the fair value of the gross assets acquired. There is no operational process in the entity as of the closing date. All activities, systems and industry knowledge will be taken over by VBI management.

 

(k)

On November 1, 2023, the Group acquired control of Gestoría Externa de Portafolios S.A. renamed to Patria Asset Management S.A. (“PAM") by acquiring 50.74% of the beneficial interest of the entity (refer to note 30).

 

(l)

On November 3, 2023, the Group completed the acquisition of Move Capital S.A. and Morc Gestora de Recursos de Crédito Ltda. renamed to VBI Capital Ltda. (collectively, “Move”), subsidiaries of the Group. Fifty percent of the purchase price was settled on closing with the remaining balance being due on the twelfth month following the closing and subject to adjustment per the purchase agreement after satisfying reorganization terms and conditions per the purchase agreement. The entities acquired are asset management companies. The Group accounted for the transaction as an asset acquisition since the lead asset consists of contractual rights in the management of its real estate investment fund representing substantially all of the fair value of the gross assets acquired.

 

(m)

This entity, with limited or no activity, was dissolved during the period and had no significant accounting impact.

 

(n)

This entity was merged into VBI Holding Ltda.

 

6

Cash and cash equivalents

 

		June 30, 2024				December 31, 2023
Cash at bank and on hand			24,390				12,029
Short-term deposits and shares of mutual funds (a)			4,559				4,021
Cash and cash equivalents			28,949				16,050

 

(a)

Short-term deposits and shares of mutual funds are cash equivalents held for the purposes of meeting short-term cash commitments with maturities of three months or less from the date of acquisition and subject to insignificant risk of changes in value.

 

7

Client funds on deposit and client funds payable

 

			June 30, 2024				December 31, 2023
Client funds on deposit			18,337				13,848
Other receivables from clients (a)			3,332				3,207
Client funds on deposit and other receivables			21,669				17,055
			June 30, 2024				December 31,2023
Client funds payable (a)			21,669				17,055
Client funds payable			21,669				17,055

 

(a)

Other receivables from clients and client funds payable are unsettled trades from brokerage activities for client transactions that are entered into and recorded on the date of the transaction. The value of the client trades is payable or receivable until settlement of the transactions.

 

8

Accounts receivable

 

Amounts receivable from customers relate to management, incentive, performance fees, reimbursement of expenses from investment funds, and financial advisory services. The Group has not recorded write-offs or allowances for uncollectible accounts receivable for the periods presented in these unaudited condensed consolidated interim financial statements.

 

		June 30, 2024				December 31, 2023
Current (a)			118,216				127,363
Non-current (b)			14,729				14,900
Accounts receivable			132,945				142,263

 

(a)

Account receivable balances include US$ 76.6 million (December 31, 2023: US$ 86.7 million) postponed collections of management fees. The postponed balances relate largely to BPE VI LP. (“PBPE Fund IV”), Patria Real Estate III and Alpha Co-Investment Fund. Renegotiations

 

and postponement of these collections commenced in prior periods and the management fees were recognized as receivable in prior years. The renegotiated and postponed balances as of June 30, 2024, are expected to be recovered over the next twelve months subject to the timing of the realization of underlying investment fund assets and the estimated cash needs of the investment funds over the next twelve months. Management has evaluated and concluded that no allowances for uncollectible accounts needs to record supported by contracts and commitments of the investors of the funds and that the funds have significant investments to be realized that will generate sufficient cash to settle the outstanding balances with the Group. The table below reflects the postponed balances as of June 30, 2024, and related revenue from management fees recognized in 2024 and 2023, the remaining balance were recognized before the year ended December 31, 2023.

 

Fund Structure	Postponed balance as of June 30, 2024	Year Revenue recognized (millions)
PBPE Fund IV	US$ 65.4 million	2024: US$ 4.3 2023: US$ 8.6
Patria Real Estate III	US$ 11.0 million (c)	2024: US$ 1.4 2023: US$ 1.4
Alpha Co-Investment Fund	US$ 0.2 million	2024: nil 2023: nil

 

(b)

Non-current balances as of June 30, 2024, mainly relate to the Lavoro receivable of US$ 10.8 million as disclosed under note 12(b).

 

(c)

The outstanding amount of US$ 11.0 million relating to Patria Real Estate III was fully recovered during July 2024.

 

9

Project advances

 

		June 30, 2024				December 31, 2023
Current			16,358				17,614
Non-current			1,767				1,972
Project advances			18,125				19,586

 

Project advances are comprised of recoverable advances for the development process of new investment funds and the capture of non-capitalized investment funds. In both cases, the amounts are subject to reimbursement as provided for in the respective agreements between the Group and investors.

 

10

Other assets

 

		June 30, 2024				December 31, 2023
Advances to employees			3,226				2,671
Advances to suppliers			4,144				606
Prepaid expenses (a)			8,095				6,081
Intangible asset acquisition rights			-				1,886
Other assets acquired through business combination (b)			32,948				-
Other current assets			2,341				1,143
Other current assets			50,754				11,781

Other assets acquired through business combination (b)			13,522				-
Prepaid expenses (a)			212				266
Unamortized debt issuance costs			-				1,235
Deposit/guarantee on lease agreements (c)			2,028				2,012
Other non-current assets			394				285
Other non-current assets			16,156				3,798

 

(a)

Prepaid expenses are comprised of SPAC life extension costs, IT related services and insurance. These costs will be recognized as an expense in the period to which the services rendered relate to.

 

(b)

The assets acquired through business combination relate to the Aberdeen business acquisition completed during April 2024. The Purchase Price Allocation (“PPA”) was not finalized by the date of approval of these condensed consolidated interim financial statements, and as a result, the assets acquired were allocated to other current and non-current assets. Once the PPA is finalized, the at acquisition assets will be reallocated to the appropriate asset classes. Refer note 30.

 

(c)

Deposits and guarantees on lease agreements are subject to reimbursement at the end of the lease contract period. Interest is not charged on these deposits.

 

11

Recoverable Taxes

 

		June 30, 2024				December 31, 2023
Income tax recoverable			4,499				3,846
Other recoverable taxes			276				168
Recoverable Taxes			4,775				4,014

 

Recoverable taxes consist mainly of income taxes paid in advance to tax authorities in Brazil and Chile.

 

12

Investments

 

a.

Short-term investments

 

		June 30, 2024				December 31, 2023
Securities (a)			17,761				17,154
Investments held in trust account (b)			52,313				187,356
Short-term investments			70,074				204,510

 

(a)

Securities are liquid investment funds, with portfolios holding term deposits, equities, government bonds, and other short-term liquid securities.

 

(b)

Investments held in trust account are investments received through the IPO transaction of PLAO. These funds are restricted and may only be used for the purposes of completing an initial business combination or the redemption of public shares. These securities are

 

classified and accounted for as Fair Value Through Profit or Loss (“FVTPL”). The investments held in the trust account are comprised of U.S. government securities. On June 12, 2024, 12,339,057 public shares to the value of $141 million were redeemed (refer note 21(c)).

 

b.

Long-term investments

 

		June 30, 2024				December 31, 2023
Patria Growth Capital Fund I Fundo de Investimento em Participações Multiestratégia (a)			17,242				18,707
Lavoro Agro Limited (b)			12,852				20,166
KMP Growth Fund II (Cayman), LP (“KMP Growth Fund II”) (c)			9,752				8,917
Lavoro Agro Fi Nas Cadeias Produtivas Agroindustriais Fiagro Direitos Creditorios (d)			2,158				2,139
Patria Infra Energia Core FIP EM Infraestrutura			2,078				4,088
Simba Fundo De Investimento Multimercado			1,108				1,038
Other investments			3,395				2,680
Long-term investments			48,585				57,735

 

Some investments in securities are expected to be maintained until the investment funds' respective termination dates and are measured at FVTPL. As of June 30, 2024, the Group's ownership interest in each of these investments (excluding interest owned indirectly through investment funds in note (a) and (c) below) range from 0.00005% to 5.95% (December 31, 2023: 0.00005% to 5.78%). Refer to note 31(b) for reconciliation of movements in fair value for level 3 instruments.

 

(a)

Patria Growth Capital Fund I Fundo de Investimento em Participações Multiestratégia is a fully owned investment fund that solely includes a late-stage venture capital investment as part of the Group’s growth equity strategy. As of June 30, 2024 and December 31, 2023, this fund has an investment interest of 26.1% in Startse Informações e Sistemas S/A (“Startse”), an entity in Brazil providing an education platform and a crowdfunding platform for startups. The Group elected to measure the investment at fair value through profit or loss in accordance with IFRS 9.

 

(b)

The Group purchased shares on behalf of PBPE General Partner V, Ltd.’s investment fund PE V in Lavoro Agro Limited (“Lavoro”) at a price of $3.50 per share for a total investment of approximately US$ 8.2 million. Lavoro is Brazil’s largest agricultural inputs retailer and a leading provider of agriculture biologics inputs in Latin America.

 

These performance fees were crystallized in conjunction with the IPO of Lavoro. The limited partner of the fund and Patria agree that as a consequence of successful completion of the transaction, part of performance fee was crystallized through Lavoro shares to Patria (total amount of US$ 15.5 million). The investment fund also agreed to cover the spread between US$ 3.50 and US$ 10 per share on the future sale of the shares by the Group. As of June 30, 2024, the receivable from the investment fund amounts to US$ 10.8 million for the commitment to cover the spread.

 

(c)

The Group has committed approximately 24% of the capital of KMP Growth Fund II (December 31, 2023: 24%). As of June 30, 2024, KMP Growth Fund II held a direct 10.32% interest in

 

portfolio company (December 31, 2023: 9.5%), Dr. Consulta Clinica Medica Ltda., a Brazil-based healthcare technology company, an indirect 5.62% interest in portfolio company Conexa, Brazil-based healthcare technology company that merged with Zenklub Serviços Ltda during 2024 (December 31, 2023: Zenklub: 28.23%) and an indirect 22.35% interest in portfolio company Consorciei Participações SA (“Consorciei”) (December 31, 2023: 22.35%). The Group elected to measure the investment at fair value through profit or loss in accordance with IFRS 9.

 

(d)

An investment is held in Lavoro Agro Fi Nas Cadeias Produtivas Agroindustriais Fiagro Direitos Creditorios (5.95% of the net asset value as of June 30, 2024 and 5.78% as of December 31, 2023), a trust invested in securities related to agribusiness production chains in Brazil, such as agribusiness receivables, real estate receivables backed by credits from agribusiness production chains and liquidity assets within the agribusiness.

 

Following is the breakdown of long-term investments by region:

 

		June 30, 2024				December 31, 2023
Brazil			46,255				55,930
Other			2,330				1,805
Balance			48,585				57,735

 

Single investments held through investment funds are allocated in accordance with the country of incorporation of underlying investments.

 

c.

Other financial assets / liabilities

 

Other financial assets and liabilities are derivative instruments valued at fair value through profit/loss in terms of IFRS 9. The fair value of warrants and options is determined in accordance with the criteria specified in the Annual Consolidated Financial Statements. Energy trading contracts originated from the newly established company, Tria, for which the fair value is based on a mark-to-market (“MtM”) valuation as determined by ruling energy prices in Brazil. Unrealized MtM adjustments are recognized within profit or loss and included under net financial income/(expense) (refer note 27) with no realized gains or losses for the reporting period ended June 30, 2024.

 

Below is the composition of the derivative financial instrument portfolios (assets and liabilities) by type of instrument, fair value and maturity as of June 30, 2024 and December 31, 2023.

 

		June 30, 2024
Financial instruments		Notional				Fair Value				%				Up to 3 months				From 4 to 12 months				Above 12 months
Assets
VBI Call option			68,993				2,522				100				2,522				-				-
Energy trading contracts			97,842				28,449				100				5,062				15,439				7,948
Total			166,835				30,971				100				7,584				15,439				7,948
Liabilities
Warrants - SPAC			132,250				481				100				-				481				-
Energy trading contracts			66,016				25,017				100				4,826				15,408				4,783
Total			198,266				25,498				100				4,826				15,889				4,783

 

		December 31, 2023
Financial instruments		Notional				Fair Value				%				Up to 3 months				From 4 to 12 months				Above 12 months
Assets
The One Real Estate Investment Fund call options (a)			11,282				310				10				-				310				-
VBI Call option			86,944				2,896				90				-				2,896				-
Total			98,226				3,206				100				-				3,206				-
Liabilities
Warrants			132,250				321				100				-				321				-
Total			132,250				321				100				-				321				-

 

(a)

Call options were acquired from certain shareholders of The One Real Estate Investment Fund, a real estate investment fund. The call options provided the Group with the right to acquire a non-controlling interest in the real estate investment fund. The call options were not exercised and were written off in February 2024, and a loss of US$ 302 was registered in the net financial income/(expense) (refer note 27).

 

13

Property and equipment

 

Changes in cost						Six-month period ended June 30, 2024
		Opening balance				Additions				Disposals				Transfer				CTA(*)				Closing balance
Furniture and fixtures			1,868				336				-				-				(151	)			2,053
Building improvements			16,659				570				(1,836	)			-				(1,432	)			13,961
Office equipment			5,983				648				-				-				(556	)			6,075
Right-of-use assets (a)			20,329				3,871				-				-				(1,416	)			22,784
Total - Cost of fixed assets			44,839				5.425				(1,836	)			-				(3,555	)			44,873

 

Changes in accumulated depreciation						Six-month period ended June 30, 2024
		Opening balance				Additions				Disposals				Transfer				CTA(*)				Closing balance
(-) Furniture and fixtures			(1,334	)			(71	)			-				-				122				(1,283	)
(-) Building improvements			(5,490	)			(353	)			356				-				498				(4,989	)
(-) Office equipment			(3,985	)			(450	)			-				-				486				(3,949	)
(-) Right-of-use assets (a)			(5,845	)			(1,585	)			-				-				461				(6,969	)
Total - Accumulated depreciation			(16,654	)			(2,459	)			356				-				1,567				(17,190	)
Property and equipment, net			28,185				2,966				(1,480	)			-				(1.988	)			27,683

 

Changes in cost						Six-month period ended June 30, 2023
		Opening balance				Additions				Disposals				CTA(*)				Acquisition of subsidiaries				Closing balance
Furniture and fixtures			1,734				86				(3	)			114				-				1,931
Building improvements			11,259				450				(183	)			681				-				12,207
Office equipment			5,354				117				(145	)			364				19				5,709
Right-of-use assets (a)			18,122				1,126				-				1,025				-				20,273
Total - Cost of fixed assets			36,469				1,779				(331	)			2,184				19				40,120

 

Changes in accumulated depreciation						Six-month period ended June 30, 2023
		Opening balance				Additions				Disposals				CTA(*)				Acquisition of subsidiaries				Closing balance
(-) Furniture and fixtures			(1,161	)			(83	)			2				(84	)			-				(1,326	)
(-) Building improvements			(4,516	)			(518	)			176				(371	)			-				(5,229	)
(-) Office equipment			(3,332	)			(318	)			142				(254	)			(4	)			(3,766	)
(-) Right-of-use assets (a)			(2,833	)			(1,389	)			-				(165	)			-				(4,387	)
Total - Accumulated depreciation			(11,842	)			(2,308	)			320				(874	)			(4	)			(14,708	)
Property and equipment, net			24,627				(529	)			(11	)			1,310				15				25,412

 

(*) CTA – Cumulative translation adjustment

 

As of June 30, 2024 and December 31, 2023 there was no indication that any of these assets were impaired.

 

(a)

The Group is a lessee in lease agreements for which the underlying assets are the office spaces located in different jurisdictions (refer to note 21 (a)).

 

(b)

Following is the breakdown of the total Property and equipment assets by region:

 

		June 30, 2024				December 31, 2023
Brazil			7,552				9,481
Cayman Islands			5,339				3,877
Chile			6,428				7,702
Colombia			2,824				1,144
United Kingdom			1,722				1,754
United States of America			3,457				3,689
Other			361				538
Balance			27,683				28,185

 

Property and equipment assets are allocated based on where the assets are located, and include leasehold improvements, and right-of-use lease assets.

 

14

Intangible assets and goodwill

 

Changes in costs														Six-month period ended June 30, 2024
		Opening												Acquisition of								Closing
		balance				Additions				Disposals				Subsidiaries				CTA(*)				Balance
Placement agents (a)			46,041				5,824				-				-				(1,908	)			49,957
Contractual rights (b)			88,092				-				-				189,787				(11,985	)			265,894
Non-contractual customer relationships (c)			120,795				-				-				-				(1,620	)			119,175
Software			4,564				2,453				-				-				(407	)			6,610
Brands (c)			19,824				-				-				-				(644	)			19,180
Goodwill (d)			311,174				-				-				61,362				(6,277	)			366,259
Non-compete - Aberdeen			-				-				-				1,137				-				1,137
Total - Cost of intangible assets			590,490				8,277				-				252,286				(22,841	)			828,212

 

Changes in accumulated amortization																		Six-month period ended June 30, 2024
		Opening												Acquisition of								Closing
		balance				Additions				Disposals				Subsidiaries				CTA(*)				Balance
(-) Placement agents (a)			(31,244	)			(1,292	)			-				-				319				(32,217	)
(-) Contractual rights (b)			(39,694	)			(2,228	)			-				-				170				(41,752	)
(-) Non-contractual customer relationships (c)			(23,238	)			(6,578	)			-				-				(709	)			(30,525	)
(-) Software			(2,374	)			(594	)			-				-				256				(2,712	)
(-) Brands (c)			(6,928	)			(1,755	)			-				-				295				(8,388	)
Total - Accumulated amortization			(103,478	)			(12,447	)			-				-				331				(115,594	)
Intangible assets, net			487,012				(4,170	)			-				252,286				(22,510	)			712,618

 

Changes in costs										Six-month period ended June 30, 2023
		Opening												Acquisition of								Closing
		balance				Additions				Disposals				Subsidiaries				CTA(*)				Balance
Placement agents (a)			42,148				-				(3,308	)			-				549				39,389
Contractual rights (b)			44,156				4,370				-								-				48,526
Non-contractual customer relationships (c)			110,591				-				-				10,560				4,960				126,111
Software			3,515				663				-				-				235				4,413
Brands (c)			19,075				-				-				868				778				20,721
Goodwill (d) and (e)			276,819				-				-				20,894				6,923				304,636
Total - Cost of intangible assets			496,304				5,033				(3,308	)			32,322				13,445				543,796

 

(*) CTA – Cumulative translation adjustment

 

Changes in accumulated amortization										Six-month period ended June 30, 2023
		Opening												Acquisition of								Closing
		balance				Additions				Disposals				Subsidiaries				CTA(*)				Balance
(-) Placement agents (a)			(32,503	)			(910	)			3,308				-				(117	)			(30,222	)
(-) Contractual rights (b)			(36,577	)			(1,263	)			-				-				-				(37,840	)
(-) Non-contractual customer relationships (c)			(10,653	)			(6,110	)			-				-				(562	)			(17,325	)
(-) Software			(1,539	)			(304	)			-				-				(127	)			(1,970	)
(-) Brands (c)			(3,511	)			(1,832	)			-				-				(121	)			(5,464	)
Total - Accumulated amortization			(84,783	)			(10,419	)			3,308				-				(927	)			(92,821	)
Intangible assets, net			411,521				(5,386	)			-				32,322				12,518				450,975

 

(*) CTA – Cumulative translation adjustment

 

As of June 30, 2024 and December 31, 2023 there was no impairment indication for any of these assets.

 

(a)

Placement agents refer to amounts capitalized relating to agreements with investment placement agents relating to fundraising. These assets are amortized based on the estimated duration of the respective investment funds. In case of an early liquidation of an investment fund, the amortization period is also adjusted.

 

The remaining balance, as of June 30, 2024, is expected to be amortized as shown below:

 

	2024	2025	2026	2027	2028	2029	2030	2031	2032	2033-2048	Total
Placement agent fees	2,718	1,887	1,524	1,518	1,502	1,502	1,502	1,403	800	3,384	17,740

 

(b)

contractual rights related to the management of investment funds recognized from:

 

(i)

Business combinations with Aberdeen and CSHG closed on April 26, 2024 and May 24, 2024 respectively (refer note 30);

 

(ii)

the asset acquisition transaction of Blue Macaw, Bari and Move and the business combination with Patria Asset Management (“PAM”) completed during the year ended December 31, 2023; and

 

(iii)

the acquisition of control of the P2 Brasil Private Infrastructure General Partner II Ltd. and P2 Brasil Holding Ltd. (collectively the “P2 Group”) on December 25, 2015 from Promon International Inc.

 

Inputs to determine fair value of Blue Macaw, Bari, Move, PAM, Aberdeen and CSHG contractual rights

 

	Blue Macaw	Bari	Move	PAM	Aberdeen	CSHG
Country	Brazil	Brazil	Brazil	Colombia	UK	Brazil
Forecast period	Apr 3, 2023 – Dec 31, 2031	Sept 1, 2023 – Dec 31, 2031	Oct 1, 2023 – Feb 28, 2032	Nov 1, 2023 – Dec 31, 2032	Apr 1, 2024 – Dec 31, 2033	May 1, 2024 – Dec 31, 2032
Consumer price index (CPI)	2%-4.52%	2.06%-3.05%	2.55%-3.65%	2.5% - 6.3%	1.53% - 2%	1.28% - 3.80%
IPCA- Broad National CPI	4%-5.96%	3.5%-4.92%	3.5%-4.6%	-	-	3.56%
Selic/Brazilian federal funds rate	8.75%-12.75%	8.5%-11.75%	9.39%-11.86%	-	-	10.17%
GDP	-	-	-	1%-4.9%	-	-

 

Intangible asset	Amortization period
	P2 Group	Blue Macaw	Bari	Move	PAM	Aberdeen	CSHG
Contractual rights	8-12 years	3-20 years	17 years	17 years	25 years	21 years	32 years

 

(c)

Non-contractual customer relationships refer to client relationships of Moneda, VBI, Igah and Kamaroopin acquired for the benefit of the Group through rendering of ordinary business activities by the acquired entities. VBI customer relationships have a longer expected amortization period based on the nature of the capital structure of the underlying investment funds consisting of permanent capital. Brands refer to Moneda, VBI and Kamaroopin brands acquired through business combination. The table below includes the amortization period:

 

Intangible asset	Amortization period
	Moneda	VBI	Igah	Kamaroopin
Non-contractual customer relationships	9 years	29 years	3 years	5 years
Brands	5 years	8 years	-	8 years

 

(d)

Goodwill recognized during 2024 relates to the acquisitions of Tria, Aberdeen and CSHG through IFRS3 business combinations (refer note 30). The acquired goodwill recognized for Moneda; Igah; Hanuman; Patria Asset Management; and Aberdeen are not deductible for tax purposes given the jurisdiction and specific tax regulations applicable to the acquiring companies. The goodwill recognized of VBI, Tria and the first tranche of Kamaroopin for interest held through Brazilian subsidiaries is not deductible for tax purposes until there is a merger with the acquired company. Upon the merger, the deferred tax will be recognized in line with local tax laws and regulations in the countries where the acquired companies operate.

 

The Group performs an impairment test annually and when circumstances indicate the carrying value may be impaired. The recoverable amounts of acquired entities are based on value in use. Key assumptions to determine the value-in-use includes discounted cash flow calculations based

 

on current and past performance forecasts and considering current market indicators for the respective countries in which the entities operate. No impairment losses on goodwill have been recognized in the current and prior year based on the value-in-use as recoverable amount.

 

The following reflects the composition of goodwill as of June 30, 2024 and December 31, 2023 (including the effects of CTA) included in intangible assets allocated per acquisition:

 

		June 30, 2024				December 31, 2023
Moneda			240,042				239,879
VBI			16,672				19,143
Igah			21,006				21,106
Kamaroopin			15,972				16,742
Patria Asset Management			13,287				14,304
Aberdeen			34,687				-
Tria			5,996				-
CSHG			18,597				-
Balance			366,259				311,174

 

(e)

The following is the breakdown of intangible assets by region:

 

		June 30, 2024				December 31, 2023
Brazil*			194,332				66,476
Cayman Islands			236,382				242,385
Chile **			115,212				120,842
Colombia***			47,272				47,224
United States of America			9,728				10,082
United Kingdom****			109,692				-
Other			-				3
Balance			712,618				487,012

 

Intangible assets are allocated based on where the assets are located and include acquired intangible assets. For acquired intangible assets, we consider that the location of the intangibles is best reflected by the location of the manager of those assets.

 

* Goodwill and fair value adjustments to assets and liabilities allocated to Brazil includes the impact from business combination with VBI; Kamaroopin; Tria and CSHG.

 

** Goodwill and fair value adjustments to assets and liabilities allocated to Chile includes the impact from Moneda for acquisition of MAM I.

 

*** Goodwill and fair value adjustments to assets and liabilities allocated to Colombia includes the impact from acquisition of Patria Asset Management (“PAM”).

 

**** Goodwill and fair value adjustments to assets and liabilities allocated to the United Kingdom includes the impact from acquisition of Aberdeen.

 

15

Personnel and related taxes payable

 

		June 30, 2024				December 31, 2023
Personnel and related taxes			3,559				2,393
Accrued vacation and related charges			3,391				2,810
Employee profit sharing (a)			13,002				23,569
Personnel and related taxes payable - current liabilities			19,952				28,772
Strategic bonus (b)			401				2,946
Personnel - non-current liabilities			401				2,946

 

(a)

The Group recognizes a provision for payment of profit sharing to employees, according to conditions approved by management, which is recorded as personnel expenses in the unaudited condensed consolidated income statement. The balance on December 31, 2023 of US$ 23,569 was fully settled by February 28, 2024. The settlement included equity compensation of US$ 10.9 million in the form of Class A common shares issued to selected employees and key management in lieu of cash compensation (the amount of US$ 8.7 million net of withheld taxes was converted into 595,898 Class A shares).

 

(b)

The Group delivers a long-term bonus (the “Strategic bonus”) for a group of its employees in exchange for long terms of service. Moneda is responsible for the operation and settlement of the Strategic bonus with the objective to retain key or strategic employees and provide alignment between employees and clients. An amount of US$ 1,6 million was paid in February 28, 2024, with full settlement of the program expected in 2026. An additional accrual of US$ 0,4 was recognized in the period, and a reversal of US$ 1,3 million was recorded against rewards and bonuses expenses.

 

16

Loans payable

 

The Group has entered into several credit agreements with various financial institutions. All the following agreements were made with Patria Finance Ltd. (PFL) as the counterparty and the Company as guarantor.

 

On September 1, 2023, PFL entered into an unsecured credit facility with Banco Santander S.A. for US$ 100 million. The credit facility charges interest at SOFR plus 2.6% on an annual basis and has a maturity date of September 1, 2028. During the year ended on December 31, 2023, the Group drew down and subsequently settled US$ 25 million. During the period January 1, 2024 to June 30, 2024, the Group drew down US$ 75 million, which remains payable at June 30, 2024. The remaining facility of US$ 25 million was replaced by the revolving credit facility agreement entered into on 08 March 2024 (refer below).

 

On October 11, 2023, PFL entered into two standby letters of credit (SBLCs) with Mizuho Bank, Ltd. and Citibank, N.A., each for GBP 11 million (a total of GBP 22 million). The SBLCs both charge interest at 2.5% on an annual basis and each has a maturity date of April 10, 2026. The Group has not drawn down on either SBLC as of June 30, 2024.

 

On January 31, 2024, PFL entered into two term loans with Mizuho Bank, Ltd. and Citibank, N.A., each for US$ 38 million (a total of US$ 76 million). Both term loans charge interest at SOFR plus 2.5% on an annual basis and each has a maturity date of January 31, 2027. During the period January 1, 2024 to June 30, 2024, the Group drew down US$ 76 million, which remains payable at June 30, 2024.

 

On March 8, 2024, PFL entered into a revolving credit facility with Banco Santander, S.A. for US$ 25 million. The credit facility charges interest at SOFR plus 2.6% on an annual basis and has a maturity date of March 8, 2025. During the period January 1, 2024 to June 30, 2024, the Group drew down US$ 25 million, which remains payable at June 30, 2024.

 

On August 21, 2023, Moneda Asset Management (MAM) entered into a working capital facility with Banco de Chile for US$ 5 million. The credit facility charges interest at Tasa Bancária Nominal + 0.3%, per month and has a maturity date of July 21, 2024. MAM has not drawn down on the facility as of June 30, 2024. Management intends to extend the facility on maturity.

 

The Group drew down US$ 176 million on the credit agreements described above up to the period ended June 30, 2024, and incurred debt issuance costs to the value of US$ 2.5 million that are amortised over the term of the credit agreements.

 

The following table presents the changes in the loans for the period ended June 30, 2024:

 

Balance as of December 31, 2023		-
Borrowings			176,000
Debit issuance costs incurred			(2,536	)
Debit issuance costs amortization			301
Interest expense			3,351
Balance as of June 30, 2024			177,116
Current			28,314
Non-current			148,802

 

Covenants

 

According to the terms of the credit agreements, the Group is committed to being compliant with the following financial covenants, on an annual basis:

 

(i)

To maintain a Total Debt to Fee Related Earnings (“FRE”) not exceeding 2.5:1.0; and

 

(ii)

To maintain a minimum Assets Under Management (“AUM”) of $20,000 million.

 

As of June 30, 2024, the entity was compliant with the stipulated covenants.

 

17

Taxes payable

 

		June 30, 2024				December 31, 2023
Taxes on revenues			1,471				1,738
Income taxes (a)			3,004				1,872
Other taxes payable (b)			4,464				292
Taxes payable			8,939				3,902

 

(a)

The increase in income taxes payable is attributable to Aberdeen forming part of the Group from April 2024.

 

(b)

Other taxes payable include an accrual of US$ 4,107 for the settlement of municipal taxes owing to the Municipality of São Paulo (refer note 20).

 

18

Other liabilities

 

		June 30, 2024				December 31, 2023
Suppliers			12,206				4,808
Lease liabilities (a)			3,358				3,014
Dividends payable (b)			3,653				2,040
Other liabilities acquired through business combination (c)			19,284				-
Other current liabilities			50				203
Other current liabilities			38,551				10,065
Lease liabilities (a)			13,860				12,822
Other liabilities acquired through business combination (c)			35,820				-
Other non-current liabilities			100				202
Other non-current liabilities			49,780				13,024

 

(a)

The Group is the lessee in lease agreements for which the underlying assets are the office spaces located in Grand Cayman, Bogotá, London, New York, Montevideo, Santiago, São Paulo and Medellín as disclosed in note 21(a).

 

(b)

Dividends payable are comprised of dividends declared to non-controlling shareholders of VBI but not yet paid.

 

(c)

The liabilities acquired through business combination relate to the Aberdeen business acquisition completed during April 2024. The PPA was not finalized by the date of approval of these condensed consolidated interim financial statements, and as a result, the liabilities acquired were allocated to other current and non-current liabilities. Once the PPA is finalized, the at acquisition liabilities will be reallocated to the appropriate liability classes. Refer note 30.

 

19

Deferred taxes

 

Temporary differences	December 31, 2022	(Charged)/credited		June 30, 2023		December 31, 2023	(Charged)/credited		June 30, 2024
		to profit or loss	directly to equity / CTA				to profit or loss	directly to equity / CTA
Derivative options (a)	6	6,271	268	6,545		10,643	-	(1,374)	9,269
Employee profit sharing provision and other personnel accruals (b)	4,769	(1,539)	258	3,488		3,249	(877)	(295)	2,077
Deferred tax on intangible assets from business combination	776	468	90	1,334		1,818	79	(242)	1,655
Business combination – earnout	191	206	26	423		639	187	(99)	727
Business combination - Deferred consideration	0	-	-	0		0	279	(9)	270
Business combination - Price adjustment (c)	0	-	-	0		0	2,039	(172)	1,867
Tax losses	75	(16)	5	64		26	161	33	220
Tax on Accrual for expenses	41	(23)	2	20		15	49	(4)	60
Tax depreciation of fixed assets	(558)	47	(50)	(561)		(305)	14	20	(271)
Deferred tax on performance fees - IFRS 15	(3,581)	3,103	(182)	(660)		(625)	386	43	(196)
Gain from bargain purchase	(142)	16	(9)	(135)		(107)	15	8	(84)
Impact of IFRS 16	176	116	14	306		174	24	(27)	171
Other (d)	(4)	(14)	(9)	(27)		(55)	(596)	3	(648)
Net deferred taxes	1,749	8,635	413	10,797		15,472	1,760	(2,115)	15,117
Non-Current assets	1,749			10,797		15,472			17,970
Non-Current Liabilities	-			-		-			(2,853)

 

(a)

Deferred tax on temporary differences from fair value movements of VBI Option arrangements as a result of changes in unobservable inputs impacting the fair value of the VBI Option arrangements to exercise in order to acquire the non-controlling interest of VBI in accordance with the pre-determined inputs of the VBI Option arrangements. The impact from the movements in fair value impacting deferred tax are derived from the fair value adjustments booked in a Brazilian tax jurisdiction for the subsidiary of the group holding both VBI Option arrangements and measured at fair value at the Brazilian subsidiary level which has no control over VBI. The difference in measurement basis between subsidiary and consolidated level is due to control existing only at the consolidated level and consequently there is a deferred tax asset impact arising from unrealized losses on the VBI put option.

 

(b)

Deferred tax on temporary differences in the provision for employee profit-sharing.

 

(c)

A temporary difference relating to US$ 4.9 million additional compensation paid to VBI’s previous owners was recognized as an expense during 2024 (refer note 26 (b) and note 29(b)). The amount will only be deductible for tax purposes once VBI merges with PILTDA.

 

(d)

Other deferred taxes include a deferred tax liability of US$ 640 for the mark-to-market adjustments on energy trading contracts.

 

20

Provisions and contingent liabilities

 

For the periods covered by these unaudited condensed consolidated financial statements, the Group was not directly involved in lawsuits for which the possibility of loss was probable. Therefore, no provision was recorded pursuant to IAS 37 (Provisions, Contingent Liabilities, and Contingent Assets) relating to any of the below matters.

 

Taxes

 

In 2017 and 2018, the Company’s subsidiaries Patria Investimentos Ltda. (“PILTDA”) and Patria Infraestrutura Gestão de Recursos Ltda. (“PINFRA”), became involved in administrative proceedings to defend the exemption of municipal tax over services (“ISS”). In 2019, Municipality of São Paulo obtained a favorable judgment; however, these administrative proceedings gave rise to judicial lawsuits. PINFRA was subsequently merged into PILTDA on September 30, 2020. As of June 30, 2024, management decided to settle with the Municipality of São Paulo and accrued for a settlement amount to the value of $4,107. The settlement was considered more feasible than continuing with costly lawsuits.

 

During January 2020, PILTDA received infraction notices for an amount as of June 30, 2024 of approximately US$ 5,943 (US$ 6,585 as of December 31, 2023) related to taxes on gross revenue and an amount of approximately US$ 2,273 (US$ 2,512 as of December 31, 2023) related to labor taxes, for which external legal counsel assessed the risk of loss relating to these lawsuits as possible.

 

21

Commitments

 

The Group is subject to commitments which occur in the normal course of business. The Group plans to fund these commitments out of existing facilities and internally generated funds.

 

a.

Lease commitments

 

The lease commitments in which the Group is a lessee refer to the leasing of its office spaces located in Grand Cayman, Bogotá, London, Montevideo, New York, Santiago; São Paulo and Medellín. The unaudited Condensed Consolidated Statement of Financial Position and the Condensed Consolidated Income Statement discloses the following amounts relating to leases:

 

Amounts recognized in the Condensed Consolidated Statement of Financial Position

 

		June 30, 2024				December 31, 2023
Right-of-use assets			22,784				20,329
(-) Depreciation of right-of-use assets			(6,969	)			(5,845	)
Right-of-use assets			15,815				14,484
Lease liabilities (other current liabilities)			3,358				3,014
Lease liabilities (other non-current liabilities)			13,860				12,822
Lease liabilities			17,218				15,836

Amounts recognized in the Condensed Consolidated Income Statement

 

		Three-month periods ended June 30,								Six-month periods ended June 30,
		2024				2023				2024				2023
Depreciation of right-of-use assets			(824	)			(722	)			(1,585	)			(1,389	)
Interest on lease liabilities			(358	)			(315	)			(687	)			(659	)
Principal paid			(813	)			(516	)			(1,461	)			(727	)

 

On February 22, 2024, Patria Asset Management, as lessee, entered into a lease agreement with Fondo Inmobiliario Colombia for its investment offices in Medellín, Colombia. The lease is for a five-year period with an option to renew.

 

Refer to note 31 liquidity risk disclosures for maturity analysis on lease contracts.

 

Refer to note 32 for disclosures on leases with a related party.

 

b.

Consideration payable on acquisition

 

The following table reflects consideration payable from acquisition transactions.

 

		June 30, 2024				December 31, 2023
Deferred consideration payable – Moneda (i)			24,754				48,710
Consideration payable on acquisition – Bari			1,801				3,570
Consideration payable on acquisition – Move			952				1,886
Contingent consideration payable on acquisition – VBI (iii)			10,128				-
Consideration payable on acquisition – VBI			528				2,553
Consideration payable on acquisition – Bancolombia			1,266				1,348
Consideration payable on acquisition – Kamaroopin (ii)			-				1,020
Consideration payable on acquisition – CSHG (iv)			65,555				-
Deferred consideration payable on acquisition – CSHG (iv)			4,048				-
Current liabilities – consideration payable on acquisition			109,032				59,087
Consideration payable on acquisition – Bancolombia (note 30(d))			24,437				24,652
Contingent consideration payable on acquisition – VBI (iii)			-				11,053
Contingent consideration payable on acquisition – Kamaroopin (note 30(c))			7,455				7,148
Deferred consideration payable on acquisition – CSHG (iv)			796				-
Consideration payable on acquisition – Aberdeen (v)			24,037				-
Contingent consideration payable on acquisition – Aberdeen (v)			20,774				-
Non-current liabilities – consideration payable on acquisition			77,499				42,853

 

i.

The Moneda business combination transaction included US$ 58.7 million on acquisition date expected to be paid to Moneda’s former partners who are currently employees of the Group. The amount to be paid in exchange for their services was subject to a time vesting period up until December 1, 2023 and December 1, 2024, and payable in two equal installments in cash. On December 4, 2023, an amendment to the transaction purchase agreement for Moneda was concluded to settle the first instalment due in the Company’s Class A common shares rather than cash for strategic liquidity purposes. On January 10, 2024, US$ 28.7 million was settled with the issuance of 1,879,977 of the Company’s Class A common shares.

 

Deferred consideration expense is recognized as a compensation expense as the employees render services and is not part of the Purchase Price Allocation. For the six-month periods ended June 30, 2024 and 2023, US$ 5.9 million and US$ 12.9 million was recognized, respectively, as an expense in the Group’s Condensed Consolidated Income Statement. The expense recognized for 2024 includes the deferred considerations for Moneda and CSHG (see iv below).

 

ii.

Consideration payable for the acquisition of the first tranche of Kamaroopin (when acquired as an associate of the Company in 2022) was settled on January 10, 2024.

 

iii.

The contingent consideration payable for VBI was reclassified from non-current to current liabilities as fundraising targets were met during December 2023. The amount was settled in cash on 01 August 2024 (refer note 33).

 

iv.

The consideration and deferred considerations payable originated from the business combination between the Group and CSHG (refer note 30). The settlement of the consideration payable to the value of US$65,555 was subject to the transfer of all CSHG funds to the Group. All funds were transferred on July 22, 2024, and the consideration is due and payable as disclosed in note 33.

 

The current deferred consideration payable represents a retention bonus payable to CSHG employees and was settled on August 26, 2024, by issuing Class A common shares of the company (refer note 33). The non-current deferred consideration payable is also a retention bonus for employees of CSHG and will be settled in the Company’s Class A common shares subject to a vesting period of three to five years.

 

v.

The consideration and contingent consideration payable emerged from the business combination between the Group and Aberdeen (refer note 30). The consideration payable will be settled in cash 24 months after the closing date (April 26, 2024).

 

The settlement of the contingent consideration will take place between 34 and 36 months after the closing date and depends on Aberdeen achieving the revenue targets set.

 

c.

SPAC commitments liability

 

The holders of SPAC Class A Ordinary Shares of PLAO have the right to redeem their shares in cash upon the completion of PLAO’s initial business combination. With the 15-month extension approved, the holders of shares redeemed 12,339,057 shares on June 12, 2024 (refer note 5 (d) and note 12(b)).

 

The Group accounts for the SPAC Class A Ordinary Shares subject to redemption as a financial liability measured at amortized cost which as of June 30, 2024, was US$ 52,313 (December 31, 2023: US$ 187,356). The instrument was initially recognized at fair value, net of the corresponding eligible transaction costs. The warrant component issued to the shareholders of PLAO is separately accounted for as derivatives and measured at fair value with the change in fair value recorded in the statement of income, in accordance with the Annual Consolidated Financial Statements. Movements during the period on the Group’s commitment subject to possible redemption are detailed below. Movements of the SPAC’s IPO initial costs and interest earned represent a non-cash charge against commitments subject to redemption and has no impact on the Group’s consolidated cash flow statement during the period which will be settled upon any redemptions:

 

Commitment subject to possible redemption
Balance at December 31, 2022			234,145
Amortization of SPAC IPO initial cost			6,166
Interest earned on trust account			5,242
Redemptions			(65,164	)
Deposits			300
Balance at June 30, 2023			180,689
Balance at December 31, 2023			187,356
Interest earned on trust account			4,690
Deposits			1,568
Redemptions			(141,301	)
Balance at June 30, 2024			52,313

 

d.

Gross obligation under put option

 

i.

VBI – Option arrangements

 

The business combination with VBI (as disclosed in the Annual Consolidated Financial Statements), concluded on July 1, 2022, included VBI Option arrangements with the non-controlling shareholders, exercisable at future dates, detailed below:

 

·

The VBI call option and VBI put option (after amendment of the shareholders agreement in 2023) shall only be exercisable between the second anniversary of the acquisition closing date (inclusive) and the third anniversary date of the acquisition closing date (inclusive).

 

ii.

Igah IV – Option arrangements

 

The business combination with Igah IV (as disclosed in the Annual Consolidated Financial Statements), concluded on November 30, 2022, includes Igah Option arrangements with the selling shareholders of Igah IV, exercisable at specified future dates, detailed below:

 

·

The Igah call option shall only be exercisable between the acquisition date (inclusive) and the fifth anniversary date of the acquisition closing date (inclusive).

 

·

The Igah put option shall only be exercisable up to 2 months after the expiry of the Igah call option (inclusive).

 

iii.

Tria – Option arrangements

 

The business combination with Tria, concluded on April 2, 2024, includes option arrangements with the non-controlling shareholders of Tria. The options are exercisable by each non-controlling shareholder during the month of April for years 2029 to 2031 with a settlement base date of 31 December within the year the option is exercised (see note 29 (g) for more details).

 

Movements during the period on the Group’s gross obligation under the VBI, Igah and Tria put options are detailed below.

 

		Purchase commitments for minority interests shares
		Note		VBI				Igah IV				Tria				Total
Balance at December 31, 2023					81,588				11,338				-				92,926
Cumulative translation adjustment					(10,782	)			(624	)			(1,574	)			(12,980	)
Gross obligation recognized					-				-				17,117				17,117
Gross obligation adjustments		26(b)			(972	)			353				-				(619	)
Balance at June 30, 2024					69,834				11,067				15,543				96,444

Balance at December 31, 2022					65,544				7,884				-				73,428
Cumulative translation adjustment					5,622				-				-				5,622
Purchase price allocation adjustments					-				2,455				-				2,455
Gross obligation adjustments		26(b)			3,844				582				-				4,426
Balance at June 30, 2023					75,010				10,921				-				85,931

 

22

Net revenue from services

 

		Three-month periods ended June 30,								Six-month periods ended June 30,
		2024				2023				2024				2023
Revenue from management fees			74,071				63,062				140,463				121,858
Revenue from incentive fees			1,325				27				1,271				109
Revenue from performance fees (a)			38				17,493				38				32,945
Fund fees			75,434				80,582				141,772				154,912
Revenue from advisory and other ancillary fees			3,153				502				4,457				990
Total gross revenue from services			78,587				81,084				146,229				155,902
Rebate fees (b)			(2,069	)			-				(4,520	)			-
Taxes on revenue			(1,519	)			(2,493	)			(2,802	)			(3,559	)
Net revenue from services			74,999				78,591				138,907				152,343
The following is a breakdown of revenue by region (c):
Brazil			14,148				11,333				26,415				20,492
British Virgin Islands			-				-				-				23
Cayman Islands			35,630				53,631				69,797				105,204
Chile			12,344				12,445				24,840				24,316
Colombia			3,089				-				6,138				-
Uruguay			625				-				1,179				-
United Kingdom			8,405				-				9,137				-
United States of America			758				1,182				1,401				2,308
Net revenue from services			74,999				78,591				138,907				152,343

 

(a)

Performance fees are primarily generated when the return of the investment funds surpasses the performance hurdle set out in the related charters. For the period ended June 30, 2023 an amount of US$ 15.5 million and $17.5 million are included under performance fees from PE V relating to the Lavoro transaction (note 12(b)) and Patria Infrastructure Fund III.

 

(b)

In prior periods, rebate fees were presented as general and administrative expenses.

 

(c)

Disclosure of revenue by geographic location is based on the registered domicile of the manager receiving fees. The investment funds managed by the Group attract and retain many global investors that represent the Group's portfolio of clients. None of the Group's individual clients represents more than 10% of the total revenues for the presented years.

 

23

Personnel expenses and carried interest allocation

 

		Three-month periods ended June 30,								Six-month periods ended June 30,
		2024				2023				2024				2023
Salaries and wages			(11,534	)			(9,918	)			(21,639	)			(19,527	)
Officers' Fund			-				-				-				(44	)
Rewards and bonuses			(7,528	)			(4,641	)			(11,441	)			(9,277	)
Social security contributions and payroll taxes			(1,868	)			(1,201	)			(3,308	)			(2,666	)
Restructuring costs – personnel (a)			(650	)			(784	)			(1,178	)			(1,355	)
Share based incentive plan (note 29(d))			(5,689	)			(486	)			(6,137	)			(746	)
Strategic Bonus			(196	)			(48	)			(402	)			(407	)
Other short-term benefits			(2,083	)			(1,501	)			(3,888	)			(2,958	)
Personnel expenses			(29,548	)			(18,579	)			(47,993	)			(36,980	)
Carried interest allocation (b)			-				(5,738	)			-				(11,146	)

 

(a)

Restructuring costs of personnel refers to costs associated with the implementation of streamlining initiatives and cost reduction plan in the operating activities of the Group, mainly driven by consolidation/integration of businesses.

 

(b)

Carried interest allocation refers to the Group’s employees’ right to up to 35% of the performance fees recognized from certain investments funds. As of June 30, 2024, US$ 17.3 million (US$ 8.8 million current and US$ 8.5 million non-current) remains payable primarily related to performance fees recognized from investment funds.

 

24

Amortization of intangible assets

 

		Three-month periods ended June 30,								Six-month periods ended June 30,
		2024				2023				2024				2023
Amortization of non-contractual customer relationships (note 15) (a)			(3,370	)			(3,321	)			(6,578	)			(6,110	)
Amortization of contractual rights (note 15)			(1,359	)			(631	)			(2,228	)			(1,263	)
Amortization of placement agents’ fees (note 15)			(631	)			(459	)			(1,292	)			(910	)
Amortization of brands (note 15)			(756	)			(936	)			(1,755	)			(1,832	)
Amortization of software (note 15)			(287	)			(173	)			(594	)			(304	)
Amortization of intangible assets			(6,403	)			(5,520	)			(12,447	)			(10,419	)

25

General and Administrative expenses

 

		Three-month periods ended June 30,								Six-month periods ended June 30,
		2024				2023				2024				2023
Professional services (a)			(3,786	)			(3,235	)			(7,414	)			(6,161	)
IT and telecom services			(1,931	)			(1,692	)			(3,353	)			(3,342	)
Rebate fees (b)			-				(1,338	)			-				(2,456	)
Depreciation of right-of-use assets			(824	)			(722	)			(1,585	)			(1,389	)
Travel expenses (a)			(1,473	)			(843	)			(2,331	)			(1,304	)
Marketing and events			(891	)			(518	)			(1,659	)			(931	)
Occupancy expenses			(436	)			(231	)			(653	)			(557	)
Depreciation of property and equipment			(443	)			(489	)			(874	)			(919	)
Professional services - SPAC			(245	)			(465	)			(551	)			(628	)
Insurance			(223	)			(170	)			(419	)			(435	)
Taxes and contributions			(280	)			(172	)			(448	)			(344	)
Materials and supplies			(109	)			(47	)			(213	)			(143	)
Other administrative expenses			(559	)			(243	)			(890	)			(502	)
General and Administrative expenses			(11,200	)			(10,165	)			(20,390	)			(19,111	)

 

(a)

The increase in professional fees and travel expenses for 2024 is attributable to the acquisition of new subsidiaries and the related services and travelling required to close the transactions.

 

(b)

Rebate fees has been presented as part of net revenue from services for 2024 and future financial periods.

 

26

Other income/(expenses)

 

		Three-month periods ended June 30,								Six-month periods ended June 30,
		2024				2023				2024				2023
Gain on associate derecognition			-				4,199				-				4,199
Amortization of SPAC IPO initial cost (notes 5(d) and 21(c))			-				(2,823	)			-				(6,166	)
Transaction costs (a)			(3,982	)			(843	)			(4,700	)			(2,364	)
Contingent consideration adjustments (b)			(5,777	)			(1,480	)			(8,042	)			(2,196	)
Gross obligation adjustments			3,374				(2,362	)			619				(4,426	)
Deferred consideration adjustments			(1,902	)			(403	)			(1,902	)			(788	)
Integration costs (c)			(2,829	)			(323	)			(3,438	)			(722	)
Other (d)			(5,329	)			(156	)			(5,968	)			(171	)
Other income/(expenses)			(16,445	)			(4,191	)			(23,431	)			(12,634	)

 

(a)

Transaction costs relate to expenses incurred on acquisition of new subsidiaries through business combinations.

 

(b)

Measurement of the present value of considerations payable (note 21 (b)) and gross obligations under put option (note 21(d)) for acquired businesses, included under other income/(expenses) based on its correlation with the Groups’ expansion strategy through acquisition activity. The

 

movement for the six-month period ended June 30, 2024 relate to the impact from unwinding the discount related to the time value of money, reflecting the change in the carrying value of the payables that is attributable to the passage of time and decrease in the effective yield. The expense for quarter ending June 30, 2024, includes US$ 4.9 million of additional compensation paid to VBI’s previous owners as a result of the acquisition of CSHG triggering an acquisition price adjustment between VBI’s previous owners and the Group.

 

(c)

Expenses incurred to third party service providers assisting in the reorganizing and integration of acquired businesses to improve the Group’s long-term future performance and efficiency.

 

(d)

Other expenses include an accrual for the ISS settlement with the Municipality of São Paulo to the value of US$ 4,240 (refer note 20).

 

27

Net financial income/(expense)

 

		Three-month periods ended June 30,								Six-month periods ended June 30,
		2024				2023				2024				2023
Financial income
Net financial investment income			511				550				1,012				1,226
Unrealized gains on long-term investments			-				1,114				-				-
Realized gains from long-term investments			35				513				109				705
Unrealized gain on warrant liability			620				506				-				502
Unrealized gains on asset-linked receivable (note 12(b))			2,947				-				7,314				9,563
MtM adjustments - Energy trading contracts			1,890				-				1,890				-
Net exchange variation			-				648				-				-
Total finance income			6,003				3,331				10,325				11,996
Financial expenses
Unrealized losses on long-term investments			(5,874	)			-				(8,944	)			(8,871	)
Realized losses on forward			-				(57	)			(302	)			(252	)
Unrealized gain on warrant liability			-				-				(160	)			-
Unrealized losses on other derivative financial instruments			-				(1,564	)			-				(756	)
Unrealized loss on asset-linked receivable (note 12(b))			-				(449	)			-				-
Commission and brokerage expenses			(412	)			(117	)			(729	)			(225	)
Interest on lease liabilities			(358	)			(315	)			(687	)			(659	)
Net exchange variation			(774	)			-				(1,025	)			(444	)
Interest on loans and credit facilities			(2,900	)			-				(3,351	)			-
Other financial expenses			(336	)			(121	)			(345	)			(338	)
Total finance expenses			(10,654	)			(2,623	)			(15,543	)			(11,545	)
Net financial income/(expense)			(4,651	)			708				(5,218	)			451

28

Income taxes expenses

 

As an entity headquartered in the Cayman Islands, the Company is subject to a tax neutral regime. However, the Group's subsidiaries headquartered in Brazil, Colombia, Chile, the United Kingdom, the United States of America, and Hong Kong are subject to income taxes as set out by local tax laws.

 

		Three-month periods ended June 30,								Six-month periods ended June 30,
Reconciliation of income tax		2024				2023				2024				2023
Income before income taxes			3,163				28,341				23,236				49,031
Impact of difference in tax rates of foreign subsidiaries			(629	)			7,685				(4,849	)			4,554
Nondeductible expenses			-				-				-				-
Total income taxes (a)			(629	)			7,685				(4,849	)			4,554
Current			(3,183	)			(2,906	)			(6,610	)			(4,081	)
Deferred			2,554				10,591				1,761				8,635
Effective tax rate			19.89	%			(24.4	)%			20.87	%			(9,3	)%

 

(a)

No amounts related to income taxes have been recognized directly in equity.

 

International Tax Reform – Pillar Two

 

As specified in the Annual Consolidated Financial Statements, the International Tax Reform - Pillar Two Model Rules, also referred to as the "Global Anti-Base Erosion" or "GloBE" Rules, was released by the Organization for Economic Co-operation and Development (OECD) on December 20, 2021. For the period ending June 30, 2024, the Group has not incurred any top-up tax, considering it did not meet the requirements to be classified as a large multinational enterprise. The global revenues accounted for under IFRS have not exceeded EUR 750 million in at least two of the last four years, and the Group also does not expect to exceed the mentioned threshold in the 2024 financial year. Thus, no further recognition or disclosure assessment was performed for the period ended June 30, 2024.

 

29

Equity

 

(a)

Capital

 

The Company’s Memorandum and Articles of Association (“Articles of Association”) authorizes the issuance of up to US$100,000, consisting of 1,000,000,000 shares of par value US$0.0001. Of those authorized shares, (i) 500,000,000 are designated as Class A common shares, (ii) 250,000,000 are designated as Class B common shares, and (iii) 250,000,000 are undesignated as yet and may be issued as common shares or shares with preferred rights. Class B common shares are entitled to 10 votes per share and Class A common shares are entitled to one vote per share.

 

The Company currently has a total of 151,808,439 common shares issued and outstanding, of which 58,863,009 are Class A common shares and 92,945,430 are Class B common shares.

 

Conversion

 

The outstanding Class B common shares are convertible at any time as follows: (1) at the option of the holder, a Class B common share may be converted at any time into one Class A common share or (2) upon the election of the holders of a majority of the then-outstanding Class B common shares, all outstanding Class B common shares may be converted into a like number of Class A common shares. In addition, each Class B common share will convert automatically into one Class A common share upon any transfer, whether or not for value, except for certain transfers described in the Articles of Association. Furthermore, each Class B common share will convert automatically into one Class A common share and no Class B common shares will be issued thereafter if, at any time, the total number of the issued and outstanding Class B common shares is less than 10% of the total number of shares outstanding.

 

Restrictions on transfer

 

Each of Patria Holdings Limited shareholders (which include entities beneficially owned by the founders of the Company and certain directors and executive officers) have agreed to lock-up restrictions on the sale of shares in Patria Holdings Limited for a period of five years from the consummation of the IPO, except for lock-up restrictions applicable to shares beneficially owned by certain key management, which terminates in 2024. Any exception to these restrictions would require an amendment or waiver of such limitations among the shareholders of Patria Holdings Limited.

 

As part of the Moneda business combination, Moneda’s former partners have entered into a Moneda Lock-Up Agreement restricting them from selling any shares held by them, disclosing their intention to sell any shares held by them, converting Class B common shares into Class A common shares, entering into any derivative transactions or making any demand for the registration of any shares held by them. These restrictions are in place from the fifth anniversary of the Moneda acquisition's closing date until the earlier of (a) the Moneda former partner's termination of employment with the Group or its affiliates, and (b) the 60th day after the expiration of the relevant tax statute of limitations for 50% of the relevant collateral shares.

 

As of June 30, 2024 and December 31, 2023, the issued share capital was distributed as follows:

 

		June 30, 2024								December 31, 2023
		Shares				Capital (US$)				Shares				Capital (US$)
Total			151,808,439				15,181				148,253,938				14,826
Class A			58,863,009				5,886				55,308,508				5,531
Class B			92,945,430				9,295				92,945,430				9,295

(b)

Additional paid-in capital

 

The Additional Paid-in Capital amounts recorded as of June 30, 2024 and December 31, 2023 are presented below:

 

		June 30, 2024				December 31, 2023
Class A			367,279				314,592
Class B			186,102				186,102
Total			553,381				500,694

 

The movement in additional paid-in capital is summarized below:

 

i.

On January 10, 2024, the Company issued 1,879,977 Class A common shares (US$ 28.7 million) in part settlement of the Moneda deferred consideration.

 

ii.

On February 28, 2024, the Company issued 595,898 Class A common shares in part settlement of bonuses for selected employees and key management (US$ 8.7 million) (refer note 15(a)).

 

iii.

On April 1, 2024, the Company issued 337,992 Class A common shares to VBI’s previous owners as part of the VBI acquisition price adjustment that emerged from the CSHG deal (US$ 4.9 million).

 

iv.

On May 16, 2024, the Company issued 740,634 Class A common shares as part settlement of the Group’s Carried interest allocation liability outstanding (US$ 10.3 million).

 

(c)

Dividends

 

Dividends are declared and paid to the Company’s shareholders on a pro-rata basis deploying accumulated retained earnings. The current year dividends declared to date resulted in a depletion of available retained earnings. Under Cayman Law, dividends may also be distributed out of additional paid-in capital or share premium. As a result, additional paid-in capital to the value of US$ 19,486 was transferred to retained earnings to fund the short-fall in distributable earnings. The Group remains in a position paying its debts as they fall due in the ordinary course of business.

 

Dividends declared and paid by the Group to the Company’s shareholders for the six-month periods ended June 30, 2024 and 2023 were:

 

Shareholder		2024								2023
						US$								US$
Class A			33,266				0.5724				28,968				0.5340
Class B			53,206				0.5724				49,633				0.5340
Total			86,472				0.5724				78,601				0.5340

 

(d)

Share based incentive plans

 

The equity incentive programs under the long-term incentive plan (“LTIP”) are restricted share plans in which eligible participants include members of the Group’s management and its employees. Beneficiaries under the equity incentive programs are granted rights to shares based on certain criteria (time and performance vesting conditions). The final eligibility of any beneficiary to participate in the LTIP is determined by the LTIP Committee.

 

The LTIP was approved and launched on November 28, 2022. From 2022 going forward a maximum of 600,000 shares can be granted from the LTIP. As of June 30, 2024, Grants A and B disclosed below have been granted from the LTIP.

 

A new LTIP was approved and launched on February 26, 2024. From 2024 going forward, a maximum of 5,380,000 shares can be granted from the LTIP. As of June 30, 2024, Grant C and Matching program disclosed below have been granted from the LTIP.

 

Grant A

 

Grant A was provided to eligible participants commencing from January 2022 in accordance with the terms of the LTIP.

 

The defined maximum number of shares under Grant A shall not exceed 101,408 (84,506 Performance Restricted Units (“PSUs”) were granted to eligible participants under Grant A and the remaining 16,902 PSUs may be issued in the future, subject to the boost grant requirements being met.)

 

Grant B

 

Grant B was provided to eligible participants commencing from January 2023 in accordance with the terms of the LTIP.

 

The defined maximum number of shares under Grant B shall not exceed 357,132 (297,610 Performance Restricted Units (“PSUs”) were granted to eligible participants under Grant B and the remaining 59,522 PSUs may be issued in the future, subject to the boost grant requirements being met.)

 

Grant C

 

Grant C was provided to eligible participants commencing from January 2024 in accordance with the terms of the LTIP.

 

The defined maximum number of shares under Grant C shall not exceed 3,387,278 Performance Restricted Units (“PSUs”) (2,822,732 Performance Restricted Units (“PSUs”) were granted to eligible participants under Grant C, and the remaining 564,546 PSUs may be issued in the future, subject to the boost grant requirements being met) and 543,953 Restricted Stock Units (“RSUs”).

 

Matching program

 

The Matching program was provided to eligible participants commencing from February 2024 in accordance with the terms of the LTIP.

 

The defined maximum number of shares under the Matching program shall not exceed 924,008 Restricted Stock Units (“RSUs”).

 

IPO Grant

 

The IPO Grant was subject to the completion of the IPO registration and approved by the board of director’s meeting on May 19, 2021 and is closed to new participants. The IPO grant mirrors the vesting conditions of Grant A, excluding the commencement date and share price on grant date used for measuring achievement of time and vesting conditions.

 

The defined maximum number of shares under the IPO grant should not exceed 410,115 (289,183 PSUs were granted and the remaining 120,932 PSU might be issued subject to the boost grant requirements being met).

 

The table below reflects the PSU activity for the three-month period ending June 30, 2024 and June 30, 2023.

 

				IPO Grant				Grant A				Grant B				Grant C				Grant C				Matching program
				Number of PSUs (in thousands)																Number of RSUs (in thousands)
	Outstanding, December 31, 2022				184				85				-				-				-				-
	Granted				-				-				298				-				-				-
	Forfeited				-				-				-				-				-				-
	Outstanding, June 30, 2023				184				85				298				-				-				-
	Outstanding, December 31, 2023				131				85				297				-				-				-
	Granted				-				-				-				2,823				544				924
	Forfeited				(26	)			(18	)			(35	)			(38	)			-				(16	)
	Outstanding, June 30, 2024				105				67				262				2,785				544				908

 

No shares were exercised, expired or vested during the period. Refer to note 23 for expenses incurred for the three and six-month periods ending June 30, 2024, and June 30, 2023.

 

The intention of the Committee as of June 30, 2024, was to settle any future vesting through delivery of Class A common shares to participants.

 

LTIP	Grant date	Weighted-average fair value
IPO grant	January 22, 2021	US$ 15.95
Grant A	December 1, 2022	US$   9.15
Grant B	January 22, 2023	US$ 10.76
Grant C - PSU	January 1, 2024	US$ 9.87
Grant C - RSU	January 1, 2024	US$ 15.51
Matching program	February 28, 2024	US$ 14.89

 

The original weighted-average fair value of PSU shares was determined on the grant date and calculated based on the Monte Carlo simulation model, which incorporates the effects of the performance conditions on the fair value. Dividends were not considered separately in the model since the participants are compensated with more shares when dividends are distributed during the vesting period and because the Total Shareholder Return (“TSR”) performance condition already considers dividends distributed as part of the calculation.

 

(e)

Earnings per share (basic and diluted)

 

Basic earnings per share have been calculated based on the Group’s consolidated net income for the year attributable to the holders of the Company’s common shares.

 

Share transactions that affected basic earnings per share

 

Moneda

 

On December 4, 2023 an amendment to the Moneda transaction purchase agreements was executed with Moneda’s former partners who are currently employees of the Group to settle the first installment of deferred consideration with equity compensation through issuance of the Company’s Class A common shares (note 21(b)(i)). On January 10, 2024, 1.88 million Class A common shares were issued. The weighted average impact of the issuance (approximately 1,776,000 shares) has been included in the basic earnings per thousand shares below for the six months ended 30 June 2024.

 

Employee-profit sharing

 

As disclosed under note 15(a) certain employees eligible to receive their employee-profit sharing awards for the year ending December 31, 2023 were settled with the Company’s Class A common shares. As the shares vested on receipt of the equity compensation, settled in February 28, 2024, the weighted average impact of the issuance (approximately 406,000 shares) has been included in the basic earnings per thousand shares below for the six months ended 30 June 2024.

 

VBI

 

The Group closed on a transaction with CSHG that triggered an acquisition price adjustment under the share purchase agreement between VBI’s previous owners and the Group for an addition consideration payable of R$25 million. The additional consideration was settled with the issue of Class A common shares on April 01, 2024. The weighted average impact of the issuance (approximately 169,000 shares) has been included in the basic earnings per thousand shares below for the six months ended 30 June 2024.

 

Carried interest allocation

 

The Board of Directors approved the issuance of Class A common shares as settlement of the carried interest allocation to the value of US$10.3 million. The weighted average impact of the issuance (approximately 187,000 shares) has been included in the basic earnings per thousand shares below for the six months ended 30 June 2024.

 

Potential share transactions considered for diluted earnings per share

 

Share based incentive plans

 

The dilutive effect of the equity incentive programs is dependent on whether vesting conditions are deemed to be met as of the reporting date. As of June 30, 2024 and June 30, 2023 the TSR performance conditions were not met. Equity incentive programs with vesting conditions could potentially dilute basic earnings per share in future.

 

The weighted average impact of share-based incentive plans without performance conditions (RSU shares) was included as part of calculated diluted earnings per share below for the six months ended 30 June 2024 (approx. 1,163,000 shares).

 

VBI

 

The Group further assessed the potential dilution on earnings per thousand shares based on issuing Class A common shares to acquire the non-controlling interest of VBI per the VBI call option (note 12(c)) to be settled in a combination of cash consideration and Class A common shares (the equity portion of consideration is expected to be at least 50% of the total value). Call options on the shares held by non-controlling shareholders have been excluded from the calculation of diluted earnings

 

per share as call options always have an anti-dilutive effect according to IAS33. The VBI call option could potentially dilute basic earnings per share in the future.

 

Igah

 

The impact from Igah Option arrangements to be settled in Class A common shares was excluded from the calculated diluted earnings per share as their inclusion would be anti-dilutive and conditions to exercise the options have not been satisfied as of reporting date.

 

CSHG deferred consideration – with vesting requirements

 

Management of the acquired CSHG funds will be compensated through the issue of Class A common shares of the company as part of the acquisition transaction between Credit Suisse and the Group. The total future compensation of approximately US$ 9.6 million is subject to a vesting period of between three to five years (1/3 to vest within three years and 2/3 after five years). The weighted average number of potential shares to be issued in future, if vesting conditions are met, was included in the calculation of diluted earnings per share for the period ended 30 June 2024 (approximately 168,000 shares).

 

CSHG deferred consideration – subject to the transfer of acquired funds to the Group

 

Management of the acquired CSHG funds were compensated through the issue of Class A common shares as part of the acquisition transaction between Credit Suisse and the Group, upon to the transfer of the acquired funds to the Group. The compensation of approximately US$ 4.1 million was settled on August 26, 2024 (refer note 33). The weighted average impact of the issuance has been included in the calculation of diluted earnings per thousand shares for the six months ended 30 June 2024 (approximately 71,000 shares).

 

There are no further outstanding financial instruments or agreements convertible into potentially dilutive common shares for the reporting periods ended 30 June 2024.

 

		Three-month periods ended June 30,								Six-month periods ended June 30,
		2024				2023				2024				2023
Net income for the period attributable to the Owners of the Company			706				35,701				16,155				52,944
Basic weighted average number of shares			151,442,023				148,157,912				150,934,996				147,854,471
Basic earnings per thousand shares			0.00466				0.24097				0.10703				0.35808
Diluted weighted average number of shares			153,371,935				148,209,383				152,336,552				148,209,383
Diluted earnings per thousand shares			0.00460				0.24081				0.10605				0.35722

 

(f)

Cumulative Translation Adjustments

 

The Company translates the financial information of its subsidiaries from their functional currency to U.S. dollars, which is the Company's and the Group's presentation currency. The effects of the translation are accounted for and presented on Equity under the caption "Cumulative Translation Adjustments".

 

(g)

Non-controlling interests

 

As of June 30, 2024, and December 31, 2023, the Group had three subsidiaries with non-controlling interests as per the table below.

 

		Equity			Income (Loss)
					Six-month periods ended
	Interest	June 30, 2024	December 31, 2023		2024	2023
Non-controlling interest in VBI Real Estate Gestão de Carteiras S.A.	50.00%	(37,370)	(37,564)		1,247	641
Non-controlling interest in Patria Asset Management (PAM)	49.00%	18,116	16,417		677	-
Non-controlling interest in Tria Energia (TRIA)	33.33%	(10,835)	-		308	-

 

Set below is summarized financial information for subsidiaries that have non-controlling interests. The amounts disclosed are before inter-company eliminations.

 

Summarized Condensed Consolidated Statement of Financial Position		VBI								PAM								TRIA
		June 30, 2024				December 31, 2023				June 30, 2024				December 31, 2023				June 30, 2024				December 31, 2023
Current assets			5,282				8,142				8,375				6,867				36,577				-
Current liabilities			(7,935	)			(8,285	)			(3,317	)			(1,364	)			(20,513	)			-
Current net assets			(2,653	)			(143	)			5,058				5,503				16,064				-
Non-current assets			27,109				26,613				18,070				16,317				8,158				-
Non-current liabilities			(200	)			(614	)			(914	)			(57	)			(5,375	)			-
Non-current net assets			26,909				25,999				17,156				16,260				2,783				-
Net assets			24,256				25,856				22,214				21,763				18,847				-

 

Summarized Condensed Income Statement		VBI								PAM								TRIA
		Allocated to NCI								Allocated to NCI								Allocated to NCI
		6-month period ended June 30, 2024								6-month period ended June 30, 2024								6-month period ended June 30, 2024
			100.0	%			50.00	%			100.0	%			49.00	%			100.0	%			33.33	%
Net revenue from services			8,456				4,228				6,138				3,008				-				-
Amortization of intangible assets - NCI			-				(656	)			-				-				-				-
Personnel expenses			(1,664	)			(832	)			(3,171	)			(1,554	)			(461	)			(154	)
Amortization of intangible assets			(576	)			(288	)			-				-				(1	)			-
General and administrative expenses			(844	)			(422	)			(460	)			(226	)			(198	)			(66	)
Share of profits of associates			(316	)			(158	)			-				-				-				-
Other income/(expenses)			-				-				(133	)			(65	)			-				-
Net financial income/(expenses)			(240	)			(120	)			(57	)			(28	)			2,062				687
Income before income tax			4,816				1,752				2,317				1,135				1,402				467

 

Income taxes			(1,010	)			(505	)			(935	)			(458	)			(477	)			(159	)
Current			(1,294	)			(647	)			(911	)			(446	)			-				-
Deferred			284				142				(24	)			(12	)			(477	)			(159	)
Net income for the period			3,806				1,247				1,382				677				925				308

 

Summarized Condensed Income Statement		VBI
		Allocated to NCI								PAM								TRIA
		3-month period ended								Allocated to NCI								Allocated to NCI
		June 30, 2024								3-month period ended June 30, 2024								3-month period ended June 30, 2024
			100.0	%			50.00	%			100.0	%			49.00	%			100.0	%			33.33	%
Net revenue from services			4,760				2,380				3,089				1,506				-				-
Amortization of intangible assets - NCI			-				(656	)			-				-				-				-
Personnel expenses			(808	)			(404	)			(1,724	)			(841	)			(461	)			(154	)
Amortization of intangible assets			954				477				-				-				(1	)			-
General and administrative expenses			(408	)			(204	)			(163	)			(79	)			(198	)			(66	)
Share of profits of associates			(106	)			(53	)			-				-				-				-
Other income/(expenses)			-				-				(146	)			(71	)			-				-
Net financial income/(expenses)			24				12				(50	)			(24	)			2,062				687
Income before income tax			4,416				1,552				1,006				491				1,402				467
Income taxes			(580	)			(290	)			(476	)			(232	)			(477	)			(159	)
Current			(548	)			(274	)			(452	)			(222	)			-				-
Deferred			(32	)			(16	)			(24	)			(10	)			(477	)			(159	)
Net income for the period			3,836				1,262				530				259				925				308

 

Summarized Condensed Consolidated Income Statement and Statement of Comprehensive Income		VBI				Allocated to NCI				VBI				Allocated to NCI
		3 month period ended June 30, 2023				3 month period ended June 30, 2023				6 month period ended June 30, 2023				6 month period ended June 30, 2023
Net revenue from services			2,716				1,358				5,032				2,516
Revenue from management fees			2,936				1,468				5,442				2,721
Taxes on revenue			(220	)			(110	)			(410	)			(205	)
Personnel expenses			(824	)			(412	)			(1,594	)			(797	)
Amortization of intangible assets			(316	)			(158	)			(630	)			(315	)
General and administrative expenses			(420	)			(210	)			(778	)			(389	)
Share of profits of associates			(42	)			(21	)			(2	)			(1	)
Net financial income/(expenses)			(142	)			(71	)			(140	)			(70	)
Income before income tax			972				486				1,888				944
Income taxes			(322	)			(161	)			(606	)			(303	)
Current			(266	)			(133	)			(516	)			(258	)
Deferred			(56	)			(28	)			(90	)			(45	)
Net income for the period			650				325				1,282				641

 

		VBI - non-controlling interest				PAM - non-controlling interest				TRIA - non-controlling interest
Balance at December 31, 2023			(37,564	)			16,417				-
Net income for the period			1,247				677				308
Dividends declared (a)			(4,709	)			(517	)			-
Capital contributions / business combinations			2,204				-				6,604
Gross obligation under put option			-				-				(17,117	)
Cumulative translation adjustment			1,452				1,539				(630	)
Balance at June 30, 2024			(37,370	)			18,116				(10,835	)

 

		VBI - non-controlling interest
Balance at December 31, 2022			(39,330	)
Net income for the period			641
Dividends declared (a)			(2,677	)
Capital contributions			2,728
Cumulative translation adjustment			(5,241	)
Balance at June 30, 2023			(43,879	)

 

(a)

The dividends declared to non-controlling interests represent the share of the subsidiary’s profits that are distributed to the shareholders who hold the non-controlling interests. These dividends are accounted for as a decrease in equity attributable to non-controlling interests.

 

Gross obligation – non-controlling interest

 

The VBI and Tria business combinations include put option arrangements related to the non-controlling interest as disclosed in note 21(d). The amounts payable under the option arrangements are recognized as financial instruments reflecting the present value of the expected gross obligation payable under the arrangements and form part of non-controlling interest in the Condensed Consolidated Statement of Changes in Equity. As of June 30, 2024, the gross obligations had a present value of US$ 87.0 million (December 31, 2023: US$ 81.6 million – only VBI).

 

30

Business combinations

 

The following business combinations were completed during the six-month period ending June 30, 2024 and year ending December 31, 2023, and accounted for in accordance with IFRS 3.

 

Six-month period ending June 30, 2024

 

(a)

Tria

 

On April 02, 2024, the Group closed on a transaction acquiring 66,67% interest in Tria Comercializadora de Energia Ltda. The business combination is a joined effort between the Group and individuals within the energy sector establishing an energy trading company. The Group invested R$ 100 million of capital for 66.67% of the company and at the same time granted 33.33% of capital to the energy sector individuals for no consideration.

 

The goodwill from the business combination with Tria enables the Group to expand and complement its current infrastructure vertical by adding expertise from the energy sector in Brazil. The goodwill recognized on the acquisition of Tria is not deductible for tax purposes until (i) there is a merger with the acquired company and remains unrecognized unless (ii) the acquired companies are able to generate sufficient taxable income after merger to utilize any tax benefit and (iii) considering the impact from local tax laws and regulations in the countries that the acquired companies operate in after merger.

 

Non-controlling interest was recognized at their share of net identifiable assets on acquisition date.

 

The acquired business contributed other financial income of US$ 2.1 million through unrealized MtM gains and net profit of US$ 0.9 million to the Group for the period from April 02, 2024, to June 30, 2024. The company has no previous operating history, therefor the impact on revenue, other financial income and net profit from the above transactions, had the acquisition taken place on January 1, 2024, is impractical to disclose.

 

Details of the purchase consideration paid, the net identifiable assets acquired, non-controlling interest and goodwill recognized are listed below and are provisional and pending receipt of the final valuation of those assets. The cash consideration is comprised of cash and accounts receivable paid by the Group for its investment in Tria. On a consolidated level there were no cash outflows for the Group.

 

(b)

Aberdeen

 

On April 26, 2024, the Group closed a transaction acquiring 100% interest in Aberdeen Plc, a European private equity business. The newly acquired business, together with Patria’s existing global private markets vehicles, will form a new vertical – Global Private Markets Solutions (“GPMS”), with an aggregate Fee Earning AUM (“FEAUM”) of over $10 billion.

 

The acquired business contributed revenue of US$ 7.7 million and net profit of US$ 4.3 million to the Group for the period from April 26, 2024, to June 30, 2024. The estimated impact of revenue and net profit from the above transactions, had the acquisition taken place on January 1, 2024, was US$ 21.9 million and US$ 9.9 million respectively. Acquisition-related costs, of US$ 3.6 million, are included under other expenses in the Group’s unaudited Condensed Consolidated Income Statement and in

 

operating cash flows in the unaudited Condensed Consolidated Statement of Cash Flows for the six-month period ending June 30, 2024.

 

The business combination with Aberdeen includes a contingent consideration recognized at a present value of US$ 20.8 million. The settlement of the contingent consideration will take place between 34 and 36 months after the closing date and depends on Aberdeen achieving revenue targets set. The maximum amount payable under the contingency arrangement is GBP 20 million (approximately US$ 25.3 million).

 

Details of the purchase consideration paid, the net identifiable assets acquired, non-controlling interest and goodwill recognized are listed below. The initial accounting for the business combination has been determined provisionally as the valuation and classification of certain assets and liabilities are still in progress. The purchase price allocation (PPA) was not finalized by the date of approval of these unaudited condensed consolidated interim financial statements as the Group awaits additional detail of certain balances recorded as other assets and other liabilities, amounting to US$ 46.4 and US$ 55.1, respectively, from the seller as determined by the share purchase agreement’s window period. The provisional amounts recognized in the financial statements are based on the best estimates available at the acquisition date. The PPA is expected to be completed within the measurement period, which will not exceed one year from the acquisition date. Upon the finalization of the PPA, these provisional balances may be adjusted and reclassified, resulting in a potential impact on goodwill.

 

The provisional goodwill from the business combination with Aberdeen enables the Group to further develop its capabilities to serve clients using the new GPMS vertical as a gateway to private markets on a global scale. The goodwill is not deductible for tax purposes given the jurisdiction and specific tax regulations applicable to the acquiring company.

 

(c)

CSHG

 

On May 24, 2024, the Group closed on a transaction with Credit Suisse acquiring 100% of its Real Estate business in Brazil (“CSHG”) that includes seven REITS. The goodwill from the business combination will enable the Group to add additional scale to its existing Real Estate business and to solidifies its position as a leading independent manager of REITs in Brazil and Latin America.

 

The acquired business contributed revenue of US$ 1.2 million and net profit of US$ 1.2 million to the Group for the period from May 24, 2024, to June 30, 2024. The estimated impact of revenue and net profit from the above transactions, had the acquisition taken place on January 1, 2024, was US$ 5.6 million and US$ 3.5 million respectively. Acquisition-related costs, of US$ 0.6 million, are included under other expenses in the Group’s unaudited Condensed Consolidated Income Statement and in operating cash flows in the unaudited Condensed Consolidated Statement of Cash Flows for the six-month period ending June 30, 2024.

 

Details of the purchase consideration, the net assets acquired, and the goodwill are listed below.

 

Acquisition date fair value of each major class of identifiable assets and liabilities recognized

		66.67% Tria April 02, 2024				100% Aberdeen April 26, 2024				100% Credit Suisse’s Real Estate business May 24, 2024
Total purchase consideration
Cash consideration paid			19,811				73,772				58,243
Consideration payable			-				24,037				70,338
Contingent consideration payable			-				20,774				-
Total consideration transferred			19,811				118,583				128,581
Non-controlling interest			6,604				-				-
Total consideration			26,415				118,583				128,581
The assets and liabilities recognized because of the acquisition are as follows:
Cash and cash equivalents			19,811				19,506				-
Other assets			-				46,470				-
Personnel liabilities			-				-				(1,903	)
Deferred consideration payable on acquisition			-				-				(4,368	)
Other liabilities			-				(58,223	)			-
Intangible assets: contractual rights			-				75,005				114,782
Non-compete			-				1,137				-
Net identifiable assets acquired			19,811				83,895				108,511
Total consideration less net identifiable assets acquired: Goodwill			6,604				34,688				20,070

 

Purchase consideration – cash outflow for the six-month period ending June 30, 2024 to acquire the subsidiary, net of cash acquired

		66.67% Tria April 02, 2024				100% Aberdeen April 26, 2024				100% Credit Suisse’s Real Estate business May 24, 2024
Cash flow reconciliation
Cash consideration paid			19,811				73,772				58,243
Less: Cash acquired			(19,811	)			(19,506	)			-
Net outflow of cash -investing activities			-				54,266				58,243

Year ended December 31, 2023

 

(a)

Kamaroopin and Hanuman

 

On April 12, 2023, the Group closed on the transaction with the controlling shareholder of Kamaroopin to acquire the remaining 60% interest and enter a business combination with Kamaroopin. The acquisition is structured as a combination of cash and equity consideration. Details of the purchase consideration, the net assets acquired and the goodwill are listed below and on the Annual Financial Statements. The first tranche of the acquisition of Kamaroopin was signed on December 8, 2021 and closed on February 1, 2022, and the second tranche was signed on March 16, 2023 and closed on April 12, 2023. The second stage completed the acquisition of the remaining 60%. As a result, Patria currently owns 100% of Kamaroopin.

 

(b)

Patria Asset Management

 

(formerly Gestoría Externa de Portafolios S.A.)

 

On November 1, 2023, the Group closed on a transaction with Banca de Inversión Bancolombia S.A. Corporación Financiera (“Bancolombia”), a financial conglomerate in Colombia entering into an agreement for the Group to subscribe to acquiring 50.74 per cent of the controlling shareholding in accordance with IFRS 10 in a Colombian entity Gestoría Externa de Portafolios S.A. renamed to Patria Asset Management. Bancolombia remains as the non-controlling interest shareholder entering into a shareholders agreement relating to the new entity. Details of the purchase consideration, the net assets acquired and the goodwill are listed below and on the Annual Financial Statements.

 

Acquisition date fair value of each major class of identifiable assets and liabilities recognized

		100% Kamaroopin April 12, 2023				50.74% Patria Asset Management November 1, 2023
Total purchase consideration
Cash consideration paid			2,024				4,787
Consideration payable			-				24,415
Contingent consideration payable			4,707				-
Equity consideration			10,130				-
Total consideration transferred			16,861				29,202
Non-controlling interest			-				15,147
Fair value of equity interest previously held			11,132				-
Total consideration			27,993				44,349
The assets and liabilities recognized as a result of the acquisition are as follows:
Cash and cash equivalents			178				-
Net working capital			(101	)			0
Intangible assets: contractual rights			-				30,911
Intangible assets: non-contractual customer relationships			10,560				-
Intangible assets: brands			868				-
Property and equipment			15				-
Net identifiable assets acquired			11,520				30,911
Total consideration less net identifiable assets acquired: Goodwill			16,473				13,438

31

Financial instruments

 

(a)

Financial instruments by categories

 

The Group classifies its financial instruments into the categories below:

 

Financial assets		Fair value Level		June 30, 2024				December 31, 2023
Financial assets at amortized cost
Accounts receivable					122,128				138,760
Cash and cash equivalents					28,949				16,050
Client funds on deposit					21,669				17,055
Project advances					18,125				19,586
Deposit/guarantee on lease agreement					2,028				2,012
Financial assets at fair value through profit or loss
Short term investments		1			70,074				204,510
Accounts receivable		1			10,817				3,503
Long-term investments - Lavoro		1			12,852				20,166
Long-term investments		2			8,739				9,945
Long-term investments - Patria Growth Capital Fund I Fundo de Investimento em Participações Multiestratégia		3			17,242				18,707
Long-term investments – KMP Growth Fund II		3			9,752				8,917
Other financial assets – The One Real Estate Investment Fund call options		2			-				310
Other financial assets – VBI Call options		3			2,522				2,896
Other financial assets – Energy trading contracts		2			28,449				-
Financial liabilities
Financial liabilities at amortized cost
Commitment subject to possible redemption					52,313				187,356
Gross obligation under put option					96,444				92,926
Loans					177,116				-
Client funds payable					21,669				17,055
Lease liabilities					17,218				15,836
Consideration payable on acquisition					148,174				35,029
Suppliers					12,206				4,808
Financial liabilities at fair value through profit or loss
Other financial liabilities – Warrants		1			481				321
Other financial liabilities – Energy trading contracts		2			25,017				-
Contingent consideration payable on acquisition		3			38,357				18,201

(b)

Financial instruments measured at fair value

 

The fair value measurement methodologies are classified according to hierarchical levels, as included in the Annual Consolidated Financial Statements.

 

Transfers

 

Transfers into and out of fair value hierarchy levels are analyzed at the end of each consolidated financial statement reporting period. A transfer into Level 3 would be deemed to occur where there is a change in liquidity or other inputs used in the valuation of the financial instrument.

 

There were no transfers between Levels 1, 2 and 3 for fair value measurements as of and for the six-month period ended June 30, 2024, and for the year ended December 31, 2023.

 

Unobservable inputs

 

The following analysis illustrates valuation techniques, unobservable inputs used to value Level 3 financial instruments and the sensitivity to reasonable changes in the most significant underlying variables used in measurement. The details for each instrument are disclosed in the Annual Consolidated Financial Statements.

 

Description		Note	Valuation technique	Unobservable inputs	Range of unobservable inputs	Sensitivity	Financial impact*
Consideration payable on acquisition	Contingent consideration payable on acquisition – VBI	21 (b)	Discounted cash flow	Discount rate Projected AUM	10.4% - 13.7% 1% to 26% AUM growth	10% growth	US$ 0.2 million
Long-term investments	Patria Growth Capital Fund I Fundo de Investimento em Participações Multiestratégia - Startse	12 (b)	Discounted cash flow	Discount rate Expected cash flows	17.1% - 18.2%	50 basis points	US$ 0.8 million
Long-term investments	KMP Growth II	12 (b)	Discounted cash flow	Discount rate Expected cash flows	18.0% - 19.2%	100 basis points	US$ 0.6 million
Derivative financial instruments	VBI call option	21 (d)	Monte Carlo simulation	Projected AUM at option exercise date	50% greater/(lower) than projected AUM	28.81% volatility	US$ 1.3 million
Consideration payable on acquisition	Contingent consideration payable on acquisition – Kamaroopin	21 (b)	Discounted cash flow	Discount rate Projected fundraising activity	11.5% - 13.7%	100 basis points	US$ 0.1 million
Consideration payable on acquisition	Contingent consideration payable on acquisition – Aberdeen	21 (b)	Discounted cash flow	Discount rate Projected revenue targets	5.5%	50 basis points	US$ 0.3 million (US$0.2 million)

 

* The sensitivity was calculated by using the discount rate of each instrument, when a decrease in discount rate cause an increase in the instrument fair value and an increase in discount rate cause a decrease in the instrument fair value

 

The following table presents a reconciliation of financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of June 30, 2024 and December 31, 2023.

 

		Contingent considerations payable (a)				Long term investments at fair value through profit or loss (b)				Other financial asset (c)
Fair value of Level 3 financial instruments at December 31, 2023			18,201				27,624				2,896
Cumulative translation adjustment			(2,515	)			-				(374	)
Additions – Aberdeen			20,774				-				-
Change in fair value*			1,897				(630	)			-
Fair value of Level 3 financial instruments at June 30, 2024			38,357				26,994				2,522

 

		Contingent considerations payable (a)				Long term investments at fair value through profit or loss (b)				Derivative Financial instruments (c)
Fair value of Level 3 financial instruments at December 31, 2022			21,963				24,240				6,322
Cumulative translation adjustment			275				2,955				572
Additions			5,425				-				-
Settlements			(718	)			-				-
Changes in fair value*			2,914				(273	)			(753	)
Fair value of Level 3 financial instruments at June 30, 2023			29,859				26,922				6,141

 

*Changes in fair value include impact from price risk and/or foreign exchange rate risk

 

(a)

Related to contingent consideration payable to sellers of VBI, Kamaroopin and Aberdeen (refer note 21 (b))

 

(b)

Relates to investments in Patria Growth Capital Fund I Fundo de Investimento em Participações Multiestratégia, and KMP Growth Fund II (refer note 12(b))

 

(c)

Relates to VBI Call option to purchase remaining non-controlling interest and other purchased options (refer note 21(d))

 

(c)

Financial instruments measured at amortized costs

 

As of June 30, 2024, and December 31, 2023, the book values of financial instruments measured at amortized cost correspond approximately to their fair values. Financial instruments are initially recognized at the present value of the future settlement value and subsequently adjusted for the time value of money where the future expected settlement value is significantly different from the present value. Time value of money is accounted for on loans, gross obligation under put options, consideration payable on acquisitions and lease liabilities. The remainder of financial instruments are considered short-term in nature and the current book value approximate its’ fair value.

 

(d)

Risk management

 

The Group is exposed to the following risks arising from the use of financial instruments:

 

(i)

Credit risk

 

(ii)

Liquidity risk

 

(iii)

Market risk

 

The Group determines concentrations of risk by assessing the nature, extent, and impact of risks in its investment portfolio. This assessment considers a range of factors that are relevant to its investment strategy and objectives, including geographic concentration, industry concentration, counterparty risk, market risk, and liquidity risk.

 

To manage concentrations of risk, the Group uses various risk management strategies, including diversification, hedging, and monitoring of counterparty credit risk. The Group also regularly reports on its risk management activities and the effectiveness of its risk management policies and procedures to its audit committee and board of directors.

 

While the Group uses quantitative measures, such as percentages of its portfolio invested in particular regions or industries, to help determine concentrations of risk, it also uses its judgment and experience in assessing the overall impact of concentrations of risk on its investment portfolio and making informed investment decisions.

 

i.

Credit risk

 

Credit risk is the possibility of incurring a financial loss if a client or a counterpart in a financial instrument fails to perform its contractual obligations.

 

The Group has low exposure to credit risk because its customer base is formed by investors in each investment fund. These investors are required to comply with the capital calls in order to repay related investment fund expenses. If capital calls are not complied with, the participation of that investor is diluted among the remaining investors of the investment fund. In addition, management fees could be settled by the sale of the underlying investments kept by the investment funds. The cash and the short-term investments are maintained in large banks with high credit ratings.

 

Furthermore, accounts receivable balances as of June 30, 2024 and December 31, 2023 are composed mainly of management fees, performance fees of investment funds, advisory fees and reimbursement of expenses to be received from investees of such investment funds.

 

The amounts receivable and project advances as of June 30, 2024, are expected to be received as demonstrated below:

 

		Overdue																				Due in
		Less than 90 days				91 to 180 days				181 to 270 days				271 to 360 days				Over 360 days				01 to 90 days				91 to 180 days				181 to 270 days				271 to 360 days				Over 360 days				Total
Accounts Receivable (a)			6,559				4,388				89				1,871				419				21,918				6,905				1,180				74,887				14,729				132,945
Project Advances			-				-				-				-				-				2,567				3,642				4,743				5,406				1,767				18,125
Total			6,559				4,388				89				1,871				419				24,485				10,547				5,923				80,293				16,496				151,070

(a)

The balances include US$ 82.7 million postponed collections of management fees of which US$ 5.9 is overdue. The postponed balances relate largely to PBPE VI LP. (“PBPE Fund IV”), Patria Real Estate III and Alpha Co-Investment Fund. Renegotiations and postponement of these collections commenced in prior periods and the management fees were recognized as receivable in prior years. (refer note 8). During July 2024, US$ 11 million was received for Patria Real Estate III as full settlement of amount outstanding (refer note 8).

 

ii.

Liquidity Risk

 

Liquidity risk is the possibility that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial assets which might affect the Group's payment ability, taking into consideration the different currencies and settlement terms of its financial assets and financial liabilities.

 

The Group performs the financial management of its cash and cash equivalents and short-term investments, keeping them available for paying its obligations and reducing its exposure to liquidity risk. In addition, the Group has the option for certain financial instruments to be settled either in cash or through its own equity instruments, Class A common shares.

 

Expected future payments reflect undiscounted future cash outflows to settle financial liabilities as of June 30, 2024, which are shown below.

 

			Expected liabilities to be paid in
			01 to 60 days				61 to 120 days				121 to 180 days				181 to 360 days				Over 360 days				Total
Suppliers			12,206				-				-				-				-				12,206
Leases			721				722				722				2,182				18,052				22,399
Loans (a)			3,351				3,564				3,570				31,236				176,858				218,579
Consideration payable on acquisition			542				596				98,814				1,192				59,546				160,069
Contingent consideration payable on acquisition			10,220				-				-				-				34,273				44,493
Commitment subject to possible redemption (b)			52,313				-				-				-				-				52,313
Gross obligation under put option (c)			69,883				-				-				-				54,832				124,715
Other financial liabilities – energy trading contracts			2,924				10,302				6,983				2,935				5,480				28,624
Client funds payable (d)			21,669				-				-				-				-				21,669
Total			173,829				15,184				110,089				37,545				349,041				685,067

 

(a)

Interest expected to be settled on a quarterly basis with capital to be settled on maturity

 

(b)

Future redemptions to be settled with proceeds held in SPAC’s trust account

 

(c)

Liability to be partly settled with Class A common shares

 

(d)

Settled with proceeds held in Client funds on deposit account (refer note 7)

 

iii.

Market risk

 

Market risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, such as interest rate, foreign exchange rate, and security prices. The Group's policy is to minimize its exposure to market risk.

 

The marketable securities as of June 30, 2024 and December 31, 2023 consist primarily of mutual fund money markets which reduces the Group’s exposure to market risk and investment funds whose

 

portfolios, dependent on the investment strategy are composed of product lines as discussed under Segment information (note 3). To manage its price risk arising from investment funds, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group. The Group has acquired Warrants as it relates to the SPAC PLAO that are listed. The fair value of the Warrants is subject to changes in market prices. However, the Group has determined

 

that the exposure to market risk from the warrants is not significant and therefore no sensitivity analysis is presented.

 

Security price risk:

 

Long-term investments made by the Group represent investments in investment fund products where fair value is derived from the reported Net Asset Values (“NAV”) for each investment fund, which in turn are based upon the value of the underlying assets held within each of the investment fund products and the anticipated redemption horizon of the investment fund product. Investment fund products expose the Group to market risk and therefore this process is subject to limits consistent with the Group’s risk appetite. To manage its price risk arising from investments in securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

 

Foreign exchange risk

 

Foreign exchange risk results from a possible change in foreign exchange rates that would affect the finance income or expenses and the assets or liability balances of contracts indexed to a foreign currency. The Group measures its foreign exchange exposure by subtracting its non-US dollar currencies liabilities from its respective denominated assets, thus obtaining its net foreign exchange exposure and the amount actually affected by exchange fluctuations.

 

Sensitivity analysis

 

Interest rate sensitivity

 

The sensitivity analyses have been determined based on the exposure for floating rate liabilities at the reporting date. The analysis is prepared assuming the amount of liability outstanding at the reporting date was outstanding for the whole year.

 

	Net risk Position	Sensitivity to 100bps Increase	Sensitivity to 100bps decrease
Sensitivity of net profit or loss before tax	7,134	(900)	900

 

Currency risk

 

The sensitivity analysis was based on financial assets and financial liabilities exposed to currency fluctuations against the US dollar, as demonstrated below:

 

As of June 30, 2024
		Balance in each exposure currency
		BRL(a)				HKD (b)				CLP (c)				COP (d)				GBP (e)				USD				Total Balance USD				Exchange Variation impact considering 10% decline in the year end rates.
Cash and cash equivalents			11,519				6,029				5,329,638				24,431,194				9,852				2,111				28,949				2,684
Short term investments			47,507				-				2,343,894				-				-				59,041				70,074				1,103
Client funds on deposit			-				-				20,422,760				-				-				-				21,669				2,167
Accounts receivable			145,363				1				7,001,477				4,369,839				27,771				63,213				132,945				6,973
Projects Advance			42,202				-				415,534				2,410,204				92				9,394				18,125				872
Deposit/guarantee on lease agreement			-				240				1,261,533				149,008				180				396				2,028				163
Long-term investments			6,343				-				348,706				-				118				46,925				48,585				166
Client funds payable			-				-				(20,422,760	)			-				-				-				(21,669	)			(2,167	)
Lease liabilities			(24,979	)			-				(3,734,462	)			(5,669,656	)			(737	)			(6,465	)			(17,218	)			(1,075	)
Suppliers			(4,910	)			(210	)			(1,497,392	)			(2,819,268	)			(1,387	)			(7,274	)			(12,206	)			(493	)
Other financial assets			172,166				-				-				-				-				-				30,971				3,097
Other financial liabilities			(139,065	)			-				-				-				-				(481	)			(25,498	)			(2,501	)
Loans			-				-				(100	)			-				-				(177,116	)			(177,116	)			-
Commitment subject to possible redemption			-				-				-				-				-				(52,313	)			(52,313	)			-
Gross obligation under put option			(536,126	)			-				-				-				-				-				(96,444	)			(9,645	)
Carried interest allocation			(10,694	)			-				-				-				-				(15,389	)			(17,312	)			(193	)
Consideration payable on acquisition			(409,575	)			-				-				(106,665,977	)			(19,268	)			(24,753	)			(148,174	)			(12,689	)
Contingent consideration payable on acquisition			(97,742	)			-				-				-				(16,653	)			-				(38,357	)			(4,137	)
Net Impact																															(15,675	)

 

(a) BRL - Brazilian Real, (b) HKD - Hong Kong dollar, (c) CLP - Chilean Peso, (d) COP - Colombian Peso, (e) GBP - Pound Sterling

 

32

Related parties

 

(a)

Key management compensation

 

The amounts paid to directors and officers for their roles as executives for the six-month period ended June 30, 2024 and 2023 included in “Personnel expenses” are shown below:

 

		Three-month periods ended June 30,								Six-month periods ended June 30,
		2024				2023				2024				2023
Key management compensation			(1,487	)			(1,808	)			(3,223	)			(3,314	)

 

Additionally, for the six-month period ended June 30, 2024, the Group has accrued US$ 4.3 million (US$ 2.4 million for the six-month period ended June 30, 2023) as bonuses payable to key management, and US$ 54 (US$ 90 for the six-month period ended June 30, 2023) as Strategic Bonus payable to key management as described in note 15(b). Both are included in "Personnel expenses".

 

(b)

Deferred consideration

 

As described in note 21(b), deferred consideration is payable to the management of Moneda and CSHG.

 

(c)

Long-term investments

 

As described in notes 12(b), the Group purchased shares on behalf of PBPE General Partner V, Ltd.’s investment fund Private Equity Fund V (PE V) in Lavoro Agro Limited (“Lavoro”) for approximately $8.2 million. Lavoro was a private equity investment of PE V prior to going public and entering into a business combination (closed February 28, 2023) with an independent SPAC entity, formerly known as TPB Acquisition Corporation I.

 

(d)

Carried interest allocation

 

As described in note 23(b), up to 35% of the performance fee receivable from certain of the Group’s investment funds are payable to the Group’s employees.

 

(e)

Share based incentive plan

 

As described in note 29(d), the Company has share based incentive plans to provide long-term incentives to certain employees, directors, and other eligible participants in exchange for their services.

 

(f)

Lease commitments

 

Note 21(a) details lease payments made for various office premises, a portion of which were paid by Moneda to its related party entity that was excluded from the Moneda acquisition. As a result, a lease contract was entered into by MAM I and MCB in 2021 and MAGF in 2022 with their related party entity Moneda III SpA (beneficially owned by Moneda’s former partners)

 

Related party lease - Santiago		June 30, 2024				December 31, 2023
Lease liabilities (current)			764				520
Lease liabilities (non-current)			3,198				2,604

 

		Three-month periods ended June 30,								Six-month periods ended June 30,
		2024				2023				2024				2023
Related party lease - Santiago
Principal paid			(190	)			(246	)			(373	)			(246	)
Depreciation of right-of-use assets			(193	)			(144	)			(381	)			(284	)
Interest on lease liabilities			(23	)			(21	)			(47	)			(42	)

 

(g)

SPAC

 

Refer to notes 5(d) and 21(c) for related party transaction with the SPAC.

 

33

Events after the reporting period

 

Acquisitions

 

Real Estate Platform in Colombia

 

On July 16, 2024, the Group completed an 80% acquisition of Nexus Capital, an independent alternative real estate asset manager in Colombia. The remaining 20% share in Nexis Capital was acquired on August 26, 2024. The transactions include a total consideration of up to COP 61.410 million (approximately US$ 15.4 million). The consideration structure comprises of an equity consideration in the form of Class A common shares of the company (approximately US$ 12.3 million) and a contingent consideration to be settled in cash dependent on the future performance of Nexus (approximately US$ 3.1 million).

 

On July 16, 2024, and August 26, 2024, the Group issued 903,988 and 245,355 Class A common shares of the Company, respectively, to the previous owners of Nexus as settlement of the abovementioned equity consideration. The contingent consideration is to be settled by 2027.

 

The transaction is projected to add approximately US$ 725 million to Patria’s Fee Earning AUM, including over US$ 680 million in Permanent Capital vehicles, and be immediately accretive to Patria’s Fee Related and Distributable Earnings.

 

At the date the financial statements were authorized for issue, the Group had not yet completed the purchase price allocation for the acquisition due to timing constraints, however, it is expected that the consideration payment shall be substantially allocated contractual rights and goodwill. Upon conclusion of the initial accounting for the business combination, the disclosures will be supplemented by the following required disclosures: 1) acquisition-date fair value of each major class of assets acquired and liabilities assumed; 2) acquisition-date fair value of each major class of consideration transferred, including contingent considerations; 3) fair value of any goodwill acquired including tax implications; 4) fair value of any contingent liabilities assumed; and 5) acquisition-related costs.

 

CSHG

 

On July 22, 2024, the transfer of funds acquired from Credit Suisse’s real estate business was finalized triggering the payment of the acquisition payable to the value of US $ 65,555 (refer note 21 (b)). The cash settlement will take place on December 9, 2024, and the amount payable is subject to Brazil’s interbank deposit rate (“CDI”) adjustments until the payment date.

 

The Group settled the deferred consideration to the value of US$ 4,048 issuing 303,388 Class A common shares of the Company on August 26, 2024 (refer note 21(b)).

 

The acquisition of CSHG triggered a R$ 50 million price adjustment to the consideration paid for the acquisition of VBI. R$ 25 million (US$ 4.9 million) was paid on April 01, 2024, issuing 337,992 Class A Common shares of the Company (refer note 29 (b)). The remainder amount of R$ 28.4 million (R$ 25 million CDI adjusted) became due and payable on the finalization of CSHG funds transfer of which R$ 8.3 million was settled in cash on August 01, 2024. R$20.1 million

 

remains outstanding and will be settled in cash on August 01, 2025 (R$ 9.5 million) and August 01, 2026 (R$ 10.6 million).

 

VBI contingent consideration

 

With the fundraising targets met during December 2023, the contingent consideration to the value of R$ 56.8 million (approximately US$ 10.0 million) was settled in cash on August 1, 2024 (refer note 21(b)).

 

VBI Option exercised

 

On August 01, 2024, the Group exercised its option to acquire the remaining 50% interest in VBI. The option arrangement was put in place between the Group and the non-controlling interest of VBI upon the business combination that took place during July 2022 (refer note 21(d)). The option arrangement includes the acquisition of 50% common shares and the preferred stock from previous owners of VBI.

 

The consideration of R$ 404.5 million (approximately US$ 72.8 million) for the 50% common shares of VBI will be settled through cash (R$ 229.2 million) and the issue of Class A common shares of the Company (R$ 175.3 million).

 

The cash consideration will be settled as follows:

 

i.

R$ 22.2 million on closing date – amount was paid on August 01, 2024;

 

ii.

R$ 98.4 million twelve months after closing date; and

 

iii.

R$ 108.6 million twenty-four months after closing date.

 

The equity consideration of R$ 175.3 million will be settled in two equal tranches during January 2025 and January 2026.

 

Preferred stock to the value of R$ 38.7 million (approximately US$ 7.0 million) will be settled in cash over the next two years. The first payment of R$ 3.8 million was made on August 01, 2024.

 

The original acquisition included an earn-out called “Fazendas Fund” to the value of R$ 12.8 million (approximately US$ 2.3 million) that was paid for in cash on August 01, 2024.

 

Share repurchase program

 

On July 22, 2024, the Board approved a share repurchase program running from August 2, 2024, to August 2, 2025. The program provides for a maximum of 1.8 million Class A common shares of the Company to be repurchased in the open market at prevailing market prices, or in privately negotiated transactions.

 

Dividends

 

A dividend of US$ 0.15 per share for quarter ending June 30, 2024, was approved by the Board to record holders of common stock at the close of business on August 19, 2024. The dividend to the value of US$ 23.0 million was paid on September 9, 2024.

 

After June 30, 2024, and up until the date of authorization for issuance of the unaudited consolidated interim financial statements, there were no further significant events that occurred after the reporting period for disclosure.

 

* * *

Eduardo Tomazelli

Chief Accounting Officer

 

Ana Cristina Russo

Chief Financial Officer

 

Alexandre T. A. Saigh

Chief Executive Officer

 

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