Patria Investments Ltd
For the period ended Jul 31, 2025. Filed Aug 1, 2025.
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Jul 31, 2025 · Filed Aug 1, 2025
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EX-99.1 · Unobservable inputs
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.
| Description · Note · Valuation technique · Unobservable inputs · Range of unobservable inputs · Sensitivity · Financial impact | |||||||
|---|---|---|---|---|---|---|---|
| Other financial instruments | Tria call option | 12 (c) | Monte Carlo simulation | Average EBITDA | Risk neutral EBITDA with Standard deviation of 38.84% | 10% change | US$ 0.1 million |
| Consideration payable on acquisition | Contingent consideration payable on acquisition – Kamaroopin | 21 (b) | Discounted cash flow | Discount rate Projected fundraising activity | 16.2% | 100 basis points | US$ 0.1 million |
| Consideration payable on acquisition | Contingent consideration payable on acquisition – GPMS | 21 (b) | Discounted cash flow | Discount rate Projected revenue targets | 4.9% | 100 basis points | US$ 0.1 million |
| Consideration payable on acquisition | Contingent consideration payable on acquisition – Nexus | 21 (b) | Discounted cash flow | Discount rate Achieving benchmark fees | 6.8% | 100 basis points | US$ 0.1 million |
| Other financial instruments | Warrant liability | 12 (c) | Monte Carlo simulation | Business combination probability | 1.0% to 10% | 1.0% 10.0% | US$ 1.0 million US$ 1.3 million |
The fair value is calculated based on the underlying investment’s cash flows discounted using an unobservable discount rate range and cash flows inputs. The change in fair value of the Level 3 investment is presented in the accompanying Consolidated Statement of Profit or loss in net financial income or expenses as unrealized gains/(losses) on long-term investments.
Other financial instruments
| (i) | The Tria Call Option was valued using a Monte Carlo simulation, which is a Level 3 fair value measurement. The expected life of the Tria Option arrangements is in accordance with the timeline disclosed in note 12(c) with an estimated Earnings Before Interest, Taxation, Depreciation and Amortization (EBITDA) as the unobservable input. The derivative was recorded as a financial asset in the Group’s unaudited consolidated statement of financial position with the impact from this transaction presented in notes 12(c) and 26. |
| (ii) | The PLAO public warrants were valued using a Monte Carlo simulation until Class A ordinary shares and warrants began trading separately on May 4, 2022. From May 4, 2022, through September 30, 2024, the PLAO warrants have been measured using the listed market price. In the fourth quarter of the 2024 financial year, the PLAO public warrants ceased trading on Nasdaq as they did not meet the continued listing requirement of Nasdaq. As of December 31, 2024, the warrants were valued using a Monte Carlo simulation which is a Level 3 fair value measurement. |
Contingent consideration payable on acquisition
| (i) | Kamaroopin business combination |
The Group is required to make contingent payments, subject to the acquired entity achieving certain fundraising objectives per the terms of the purchase agreement (earn-out range between US$ 4.0 million and US$ 10.1 million). The contingent consideration payment (payable in BRL) had a fair value of US$ 4.7 million and US$ 7.2 million on acquisition date and March 31, 2025, respectively. The fair value was estimated on acquisition date by projecting future fundraising activity within a 30 month period from acquisition date to estimate the undiscounted contingent consideration payable in accordance with a predetermined range of payments that is based on the level of fundraising and applying a discount rate range to determine the fair value of contingent consideration to be settled in the Company’s Class A common shares by March 2027.
| (ii) | GPMS business combination |
The Group is required to make a contingent payment, subject to the acquired Aberdeen carve-out funds achieving set revenue targets per the terms of the purchase agreement with a GBP 20.0 million cap plus interest on the potential earn-out settlement. The contingent consideration payment (payable in GBP) had a fair value of US$ 24.1 million and US$ 25.3 million on acquisition date and March 31, 2025. The fair value was estimated on the acquisition date by projecting revenue target over thirty-four-month period from the acquisition date with the maximum outcome of GBP 20.0 million plus interest as potential settlement. The potential earn-out was calculated using unobservable revenue targets and discount rate as inputs to estimate the fair value at the acquisition date. The earn-out is expected to be settled by April 2027.
| (iii) | Nexus business combination |
The Group is required to make a contingent payment, subject to the acquired entity achieving set benchmark fees per the terms of the purchase agreement with no cap on the potential earn-out settlement. The contingent consideration payment (payable in COP) had a fair value of US$ 6.4 million and US$5.0 million on acquisition date and March 31, 2025, respectively. The potential earn-out was calculated using unobservable benchmark fees and discount rate as inputs to estimate the fair value at the acquisition date. The earn-out is expected to be settled by 2027.
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 March 31, 2025, and December 31, 2024:
| Contingent considerations payable (a) | Long term investments at fair value through profit or loss (b) | PLAO Warrant liability | Call options (c) | |
|---|---|---|---|---|
| Fair value of Level 3 financial instruments on December 31, 2023 | 18,201 | 27,624 | - | 2,896 |
| Cumulative translation adjustment | (2,774) | - | - | (393) |
| Additions | 30,445 | - | - | 791 |
| Derecognition / settlements - VBI | (10,118) | - | - | (2,522) |
| Transfer from level 1 to level 3 | - | - | 470 | - |
| Transfer from level 3 to level 2 | - | (27,624) | - | - |
| Change in fair value* | 2,874 | - | 5,673 | 2,806 |
| Fair value of Level 3 financial instruments on December 31, 2024 | 38,628 | - | 6,143 | 3,578 |
| Change in fair value* | (1,048) | - | 1,102 | 79 |
| Cumulative translation adjustment | - | - | - | (66) |
| Fair value of Level 3 financial instruments on March 31, 2025 | 37,580 | - | 7,245 | 3,591 |
- Changes in fair value include impact from price risk and/or foreign exchange rate risk.
| (a) | Include contingent consideration payable to sellers of VBI, Kamaroopin, Nexus and GPMS (refer note 21 (b)). The VBI contingent consideration was settled on August 01,2024. |
| (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) | Include VBI and Tria Call option to purchase remaining non-controlling interest and other purchased options (refer note 21(d)). The VBI call option was exercised on August 01, 2024. |
| (c) | Financial instruments measured at amortized cost |
As of March 31, 2025, and December 31, 2024, the recognized 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, lease liabilities and for postponed accounts receivable where cash inflows are only expected after a period exceeding twelve months from the postponement date. The remainder of financial instruments are considered short-term in nature and the current recognized value approximates 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 consists of investors in each investment fund. These investors are required to comply with the capital calls 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 short-term investments are maintained in large banks with high credit ratings.
Furthermore, accounts receivable balances as of March 31, 2025, and December 31, 2024, consist 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 March 31, 2025, 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) | 2,409 | 3,581 | 1,137 | 1,378 | 4,611 | 81,855 | 790 | 992 | 62,609 | 19,170 | 178,532 |
| Project Advances | - | - | - | - | - | 5,062 | 1,407 | 4,242 | 28 | - | 10,739 |
| Total | 2,409 | 3,581 | 1,137 | 1,378 | 4,611 | 86,917 | 2,197 | 5,234 | 62,637 | 19,170 | 189,271 |
| (a) | The balances include US$ 71.2 million in postponed collections of management fees. The postponed balance relates largely to PBPE VI LP. (“PBPE Fund IV”). Renegotiations and postponement of these collections commenced in prior periods and the management fees were recognized as receivable in prior years (refer to 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 March 31, 2025, 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 | 66,319 | - | - | - | - | 66,319 |
| Lease payments | 872 | 872 | 943 | 2,847 | 24,799 | 30,333 |
| Loans (a) | 2,964 | 2,146 | 881 | 57,296 | 197,866 | 261,153 |
| Consideration payable on acquisition | 1,242 | 739 | 18,816 | 14,489 | 84,032 | 119,318 |
| Contingent consideration payable on acquisition | - | - | - | - | 37,072 | 37,072 |
| Commitment subject to possible redemption (b) | - | - | 54,809 | - | - | 54,809 |
| Gross obligation under put option | - | - | - | 1,585 | 42,616 | 44,201 |
| Financial liabilities – energy trading contracts (c) | 8,813 | 14,311 | 65 | 43,201 | 14,121 | 80,511 |
| Client funds payable (d) | 24,100 | - | - | - | - | 24,100 |
| Total | 104,310 | 18,068 | 75,514 | 119,418 | 400,506 | 717,816 |
| (a) | Principal values are expected to be settled on maturity – refer to note 16 for maturity dates of loans with financial institutions. |
| (b) | Future redemptions to be settled with proceeds held in SPAC’s trust account. |
| (c) | The Group has an equivalent of US$ 94 million in energy contract financial assets which decreases the liquidity risk as the energy trading contracts are settled simultaneously – refer to note 12(c) for the aging of financial assets and liabilities on energy trading contracts. |
| (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 March 31, 2025, and December 31, 2024, consist primarily of mutual fund money markets which reduce 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.
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.
A 10% (2024: 10%) increase in the price of Level 2 Long-term investments, with other variables held constant, would have increased the net profit before tax by US$ 5.2 million (2024: US$ 4.9 million). A 10% decrease in the price would have had the equal but opposite effect.
In addition to the investments in investment fund products, the Group holds publicly traded shares in Lavoro, a Level 1 financial instrument. The Group is exposed to security price risk if the shares trade below US$ 3.50 as a price below US$3.50 will fall outside of the spread covered by the investment fund – refer to note 12(b). On March 31, 2025, the share price of Lavoro was trading for US$ 3.03 that resulted in a net unrealized loss of US$ 1.2 million recognized in the condensed consolidated statement of profit or loss for the three-month period ended then.
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 affected by exchange fluctuations.
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