Patria Investments Ltd Q2 FY2024 Earnings Call

Good day, and thank you for standing by. Welcome to the Patria Second Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. Please be advised that today's conference is being recorded. I would now like to hand the conference call over to your first speaker for today, Rob Lee, Head of Shareholder Relations. Rob, please go ahead.

Thank you. Good morning, everyone, and welcome to Patria's second quarter 2024 earnings call. Speaking today on the call are our Chief Executive Officer, Alex Saigh; and our Chief Financial Officer, Ana Russo; and our Chief Economist, Luis Fernando Lopes for the Q&A session. This morning, we issued a press release and earnings presentation detailing our results for the quarter, which you can find posted on the Investor Relations section of our website or on Form 6-K filed with the Securities and Exchange Commission. This call is being webcast, and a replay will be available. Before we begin, I'd like to remind everyone that today's call may include forward-looking statements, which are uncertain, do not guarantee future performance and undue reliance should not be placed on them. Patria assumes no obligation and does not intend to update any such forward-looking statements. Such statements are based on current management expectations and involve risks, including those discussed in the Risk Factors section of our latest Form 20-F annual report. Also note that no statements on this call constitute an offer to sell or a solicitation of an offer to purchase an interest in any Patria fund. As a foreign private issuer, Patria reports financial results using International Financial Reporting Standards, or IFRS, as opposed to US GAAP. Additionally, we would like to remind everyone that we will refer to certain non-IFRS measures, which we believe are relevant in assessing the financial performance of the business but which should not be considered in isolation from or as a substitute for measures prepared in accordance with IFRS. Reconciliations of these measures to the most comparable IFRS measures are included in our earnings presentation. Now, I will turn the call over to Alex.

Thank you, Rob, and good morning, everyone. The second quarter of 2024 was a very busy quarter for Patria, as we continued to make solid progress towards our near and long-term goals. This morning, we are also excited to announce our first share repurchase program and an update to our capital management strategy, as well as the acquisition of the 50% of VBI we did not previously own. But first, let me summarize our second quarter results. Management fees reached over $70 million, up 14% year-over-year and 12% sequentially, while fee-related earnings reached $39.5 million, representing year-over-year and sequential growth of 17% and 13%, respectively. Expenses continue to be tightly managed, and we were able to deliver a 56% FRE margin despite the onboarding of our acquisition of the private equity solutions business of abrdn, which, we have previously indicated, has a lower margin. We expect that we can realize some synergies from our acquisition and our full-year FRE margin for 2024 to be in the 56% to 58% range, trending back towards 58% to 60% in 2025, as we realize expense synergies and the full impact of our fee revenue growth flows through the P&L. Moving on, we delivered close to $34 million of distributable earnings or $0.22 per share compared to $0.21 in the prior quarter. Next, focusing on AUM. We finished the quarter with more than $40 billion, a robust 43% increase compared to the second quarter 2023 and 26% versus first quarter 2024. Our AUM growth was driven both organically and inorganically by fundraising that remained strong with $1.3 billion of organic inflows in the quarter and approximately $5 billion over the last 12 months. We continue to see a clear path to achieving our previously communicated $5 billion organic fundraising target for the full year. On the inorganic front, the completion of the acquisition of abrdn's private equity solutions business at the end of April, combined with the transfer of about $570 million of real estate investment trust AUM from the Credit Suisse transaction, added over $10.1 billion of AUM in the second quarter. Please note that the addition of the real estate investment trust AUM occurred towards the end of the quarter, while the abrdn business was on our platform for only two months. We expect to see another step up in AUM in the third quarter as the transfer of the remaining REITs from Credit Suisse with an additional $1.5 billion of assets was completed by the end of July, while the acquisition of Nexus Capital with over $700 million of AUM closed also in July. And of course, we are moving full speed towards our target of $5 billion of organic inflows for the year, inclusive of the recently closed Nexus acquisition and the remaining Credit Suisse REIT assets. Pro forma AUM are around $43 billion, of which over 20% is in permanent capital vehicles. Also, while it won't impact AUM, in the current quarter, we concluded the acquisition of the remaining 50% of VBI. Full ownership of VBI, which has more than doubled its AUM since we made our initial investments from approximately R$5 billion in mid-2022 to approximately R$10 billion in mid-2024, should be additive to FRE. Putting it all together, our growing base of fee-earning AUM of $31 billion from acquisitions and fundraising, coupled with tight expense controls, gives us confidence that we remain firmly on track to deliver our FRE targets of over $170 million in 2024 and $200 million to $225 million in 2025. Importantly, now that we expect to issue fewer shares and use more cash to fund M&A and related payments over the coming quarters, we are slightly increasing our previously announced FRE per share guidance of at least $1.09 in 2024 to between $1.10 and $1.12, while our 2025 FRE per share guidance also rises slightly to $1.26 to $1.41, or $1.34 at the midpoint of our guidance range compared to $1.33 previously. Our FRE per share guidance reflects year-over-year growth at the midpoint of 12% and 20% for 2024 and 2025, respectively, and excludes the impact of future share repurchases. Looking back to December 2021, the year we went public, this FRE growth results in a strong 21% CAGR at the midpoint of our 2025 target range. As our already strong fee-earning AUM growth continues in the second half of 2024 and into 2025, we expect it will drive accelerating FRE growth as we start to reap the full benefits of our fee revenue growth. Coupling this revenue growth with tight expense control, both FRE per share and DE per share should accelerate as we move past the front loading of M&A-related debt and other expenses. Next, with regards to performance-related earnings or PRE, while we did not realize any performance fees in the quarter, we continued to generate attractive long-term investment returns for our clients and feel good about our potential to generate performance fees and meet our objective to realize $180 million from the date of our last Investor Day in 2022 through 2025, of which we have already realized $66 million. As a reminder, our Infrastructure Fund III is already through its waterfall and in its catch-up phase. We remain very proud of our long-term investment performance, and while the net accrued performance fee balance of $436 million, or $2.87 per share, did decline both year-over-year and sequentially, it was almost entirely due to foreign exchange movements. Before we dive deeper into our results for the quarter and expectations going forward, let me give you a little more color on an exciting and important evolution in our capital management strategy. First, the Board determined to pay a dividend for 2024 of 62.5 cents per share or $0.625 per share. And since we paid 17.5 cents per share or $0.175 per share in the first quarter, we declared a quarterly dividend of $0.15 per share, which will be fixed at this level for the next three quarters. Simultaneously, we are announcing a share repurchase program of up to 1.8 million shares over the next 12 months, reflecting our focus on creating long-term shareholder value. In our view, the price of our stock does not come close to reflecting our robust long-term outlook, and the Board believes that resetting the dividend and focusing incremental cash flow on share repurchase and/or reducing the level of debt are among the highest and best uses of returning capital to shareholders. Our confidence in our business outlook is further demonstrated by the fact that Patria Holding Limited, or PHL, the controlling shareholder of Patria Investments Limited and the vehicle through which senior management of Patria's stake is held, is committing to purchase up to an additional $12.5 million of PAX shares through the end of 2025 on top of the share repurchase program. As a reminder, PHL currently owns a majority stake of more than 53% in Patria. These actions, in addition to our intention to utilize up to $100 million of future PRE to fund M&A and/or pay down M&A related debt and now to potentially repurchase stock as well, demonstrate that we will be flexible and opportunistic as we look to use our capital to drive profitable FRE and DE growth and long-term returns to shareholders, while optimizing and maintaining a conservative balance sheet, which is of the highest priority and which Ana will review in more detail shortly. So, even with the change of our dividend at the current stock price, the current yield is a solid about 5%. Now, let's talk about our team's execution, of which I continue to be very proud. Starting with organic fundraising, overall, it was another solid quarter. As mentioned, we raised $1.3 billion in the second quarter, bringing our total fundraising over the first half of 2024 to $2.2 billion, or approximately $5 billion over the trailing four quarters. We are particularly proud that even without a closing on a flagship fund, fundraising in the quarter and year-to-date has been strong, further highlighting the importance of having a diversified business. As we are in the market with multiple strategies across our platform, I thought it would be helpful to highlight several strategies and initiatives that we believe will be key contributors to our hitting our fundraising and FRE objectives. First, our credit platform continues to exhibit strong momentum and is an important near-and-long-term driver of new business, as evidenced by over $350 million we have raised in these strategies in the second quarter and the $1.2 billion we have gathered over the trailing four quarters. Credit assets have grown close to 25% since our acquisition of Moneda. We have had great success with our real estate products, which are predominantly in permanent capital vehicles. We have raised about $380 million over the first half of 2024, including over $140 million in the second quarter and approximately $850 million over the trailing four quarters. With the transfer of the Credit Suisse REITs, we see the potential to raise additional permanent capital in several of our REITs products. Although we are limited in what we can say as several are in registration. Permanent capital is particularly valuable, and growing this part of our business is a priority. Our new global private market solutions platform has hit the ground running, and we expect to hold a significant first close of Secondaries Opportunity Fund V or SOF V before year-end. Also, a key highlight in the quarter was the closing of a $430 million SMA or Special Managed Account, which was a strong vote of confidence in our platform. We continue to work on additional SMAs with existing and prospective clients and see the traction in GPMS continuing to build. Over the balance of 2024, we expect to hold additional closings of our latest vintage Infrastructure Fund. We already have $1.1 billion of commitments and believe that we can ultimately raise between $2 billion to $2.5 billion for this fund. As we have discussed previously, we see a lot of opportunity to invest this capital and have already started to deploy it. Finally, as we have discussed in prior calls, while the fundraising environment in private equity remains very challenging, particularly in LatAm we still believe we can approach our $2 billion target over time and expect additional closings over the latter part of the year. At the same time, the investment environment remains very attractive, and we continue to focus on developing and investing in our targeted platforms. Sticking with the topic of fundraising, we also wanted to use this quarter's call to provide some additional perspective as to why we are excited about and confident in our long-term fundraising momentum, and most importantly, organic growth potential, which is supported by our M&A strategy. First, as we have talked about previously, alternative allocations from investors within the region remain extremely low compared to the rest of the world, and we expect those allocations to trend upwards, and for our investor base to diversify as we expand our regional platforms. In that regard, it's worth noting that over half of our fundraising in the second quarter and two-thirds year-to-date has come from LatAm investors, highlighting the success we are having in our strategy of being the gateway for local investors to invest in alternative products. Similarly, global investors remain under-allocated to the region. And while private entity demand has been impacted by the current global slowdown in demand mainly from U.S. pensions, we expect that to rebound eventually. In contrast to the current lackluster demand for private equity, global investor interest in infrastructure remains positive, and the potential in LatAm is being recognized by a growing number of investors, as evidenced by the Saudi sovereign wealth fund, also known as the Public Investment Fund, or the PIF, which stated its interest in infrastructure investment in the region and our signing of a memorandum of understanding with the Saudi's Ministry of Infrastructure that Patria remains one of their preferred investment partners in the region. We have a much more diverse investor base than ever, which helps de-risk the company even as it opens new potential investor segments. We are better positioned than we have ever been to grow our business as limited partners look to consolidate the number of managers they do business with, as the number of investment platforms, strategies, and investment vehicles we offer has grown substantially since our initial public offering. It's easy to lose sight of the fact that we have only been public for just over 3.5 years and most of our acquisitions have been with us for 2.5 years or much less. So many of the prospective benefits of our M&A strategy are new and in the very early stages of their life cycle, reflecting ample opportunity to scale. As an example, the launch earlier this year of our infrastructure private credit fund with a $1 billion target and initial cornerstone investors such as the International Finance Corporation or IFC; the Development Bank of Latin America or C-A-F; and the Brazilian Development Bank or BNDES highlights just one instance of how we are leveraging our expanded partnership with Moneda to bring new and differentiated investment solutions to our clients. Similarly, we are just in the early stages of building and leveraging our expanded distribution platform and reach. Our sales and marketing team has grown from less than 10 at the time of the IPO to over 60 people today, with plans for additional expansion. Our regional distribution capabilities in Brazil, Chile, and Colombia are each relatively new to Patria and still in their early stages of development. And with the completion of the Credit Suisse transaction, we have one million retail investors in Brazil on a Patria branded investment product, which we expect will provide additional cross-selling opportunities over time, strengthening our brand in the region. In addition, many retail clients also own a Patria branded product through our trust listed on the London Stock Exchange. Finally, while it is perhaps less obvious, our growing base of permanent capital enhances our ability to generate organic growth, as additional follow-on fundraising, particularly in permanent capital vehicles has a layer cake effect. All new permanent capital raised is incremental to management fee revenues and FRE and is therefore of particularly high value. So overall, we remain very excited about the outlook of our new capital management strategy and our ability to leverage our M&A into future organic growth and FRE and DE growth. Now, let me turn the call over to Ana to review the financials.

Thank you, Alex, and good morning, everyone. It has indeed been a very busy few months since we closed on several acquisitions, announced the update to our capital management strategy and new share repurchase program, and continue to invest in and build out our expanded product suite and distribution capabilities. Overall, we remain confident in our growth and FRE outlook over the balance of the year and into 2025. Let's now review the results for the second quarter and work our way down the P&L. Starting with total fee revenues, the $71 million we reported was a 20% increase over Q2 2023 and 17% over Q1 2024. The sequential increase was mainly driven by two months of revenues from the abrdn acquisition, which closed on April 26, as well as fees from net new flows into credit and real estate fee earnings AUM all partially offset by a reduction in public equities due to outflows and negative asset returns in the quarter, as well as negative FX impact. Higher year-over-year fee revenues also benefited from the November 2023 closing of our transaction with Bancolombia, new commitments, fundraisings, and deployments in various vehicles including Private Equity Fund VII, among other things. We expect fee revenues to continue to benefit over the coming quarters and into 2025 as we fully onboard our recent acquisitions. As a reminder, we closed on the abrdn acquisition at the end of April and $500 million of fee-earning AUM of Credit Suisse REITs were transferred at the end of June, with the remaining $1.5 billion transferred by the end of July. We also closed on the Nexus Capital acquisition with over $700 million of fee AUM in July. And finally, we closed on the acquisition of the remaining 50% of VBI that we did not own, all in addition to our ongoing fundraising. With regard to operating expenses of $31 million or personnel expenses plus G&A, the increase of $5.8 million versus Q2 2023 and $6.2 million versus Q1 2024 mainly reflects the impact of our acquisitions of the private equity solutions from abrdn, the Credit Suisse REITs business, and the subsidiary we formed with Bancolombia, in addition to incremental investments in marketing and technology resources. Looking ahead into the coming quarters, we expect expense growth to predominantly include the impact of the acquisitions noted above. After factoring the impact of acquisitions, we expect little growth in underlying expenses as we recognize expense synergies, much of which we reinvest back into the business. Accordingly, we expect the pace of expense growth will moderate over the latter half of the year, particularly in Q4 and into 2025. Shifting to fee-related earnings. As Alex highlighted earlier, Q2 2024 FRE of $39.5 million was up a healthy 17% versus Q2 2023 and 13% versus Q1 2024. The slightly slower growth in FRE relative to fee revenues reflects the impact from acquisitions as we onboarded new businesses with lower margins due to the structure of their fee rates, and we have not yet had an opportunity to realize any synergies from incorporating them onto our platform. Overall, however, we were very pleased to have sustained an FRE margin of 56% in Q2 2024, which only decreased one percentage point compared to last year and two percentage points from the prior quarter, but remained within our target range of 56% to 58% for the year. Looking ahead, we expect the pressure on the FRE margin to be transitory and for the margin to trend upwards, particularly in Q4 as we grow revenues, including the potential realization of incentive fees at the year-end, and we start to generate operating efficiencies. Moving on to the distributable earnings, Patria delivered DE of $33.8 million in Q2 2024, up 8% versus the previous quarter and lower than the second quarter of 2023, even though FRE was notably higher year-over-year. Q2 2023 included $10.7 million of performance-related earnings versus none in both Q1 2024 and Q2 2024. Also, in Q2 2023, net financial and other income was positive $0.6 million versus a negative $1 million in Q1 2024 and negative $3 million in Q2 2024, reflecting M&A financing costs, partially offset by about $0.6 million of income from our new energy trading venture in the second quarter. Finally, our effective tax rate in Q2 2024 came in at 7%, a function of our business and geography mix. We expect the tax rate in 2024 to remain between 7% to 9% and trending towards 10% in 2025. On a per-share basis, Q2 2024 DE of $0.22 was slightly higher than the $0.21 we reported in Q1 2024 due to the above-mentioned factors and despite a higher share count, reflecting shares issued for incentive and deferred compensation and contingent payments. Regarding the share count and excluding any potential benefit from share repurchase, we now expect the share count to finish 2024 and 2025 closer to $153 million and $158 million, respectively compared to our prior forecast of $155 million and $160 million. The more modest share count growth reflects our expectation that we will need to issue fewer shares in 2024 and 2025 to fund deferred M&A and other contingent payments at this point. So putting all together, we expect DE per share, excluding performance fees to accelerate in 2025 as we continue to grow revenue and FRE, move past the increase in and start to reduce M&A related finance costs and realize some expense synergies over the next 18 months, all before we factor in the potential benefit from debt reduction driven by PRE and incremental share repurchases. Finally, with regard to the balance sheet, we finished Q2 with approximately $176 million of debt outstanding, and we expect to use our credit facilities and our cash generation to fund the remainder of the Credit Suisse transaction in addition to the acquisition of the remaining 50% of VBI. We expect our debt to average approximately $130 million over the next six months and potentially reach a peak of around $190 million at the year-end, all depending on the timing of our obligations versus our cash generation in a particular month, and then to start to decrease again in Q1 2025. All the above excludes any prospective that pay down related to future PRE. Our balance sheet for this quarter includes the acquisition of the global private market solutions from abrdn, part of the REITs from Credit Suisse and our new energy trading venture. However, we are still finalizing the opening balance for the GPMS acquisition, which will not be available until the end of August as per the purchase agreement. We have considered a best estimate for our Q2 consolidated balance sheet based on the seller's regulatory filings for Q1 2024, and this methodology was agreed with our standard auditors and aligned with our Board. Rest assured that keeping a conservative balance sheet is a priority, and we continue to target a debt FRE ratio of one time or less on average. Accordingly, to echo what Alex mentioned, when our expected debt levels are placed within the context of our strong confidence that we will generate $170 million plus of FRE in 2024 and $200 million to $225 million in 2025, we expect to remain well within our target range, even excluding any potential debt pay down from PRE generation over the coming quarters. We also want to highlight that our expected share count and debt levels incorporate our expectation for any deferred or contingent payments that may come due over the balance of this year and into 2025, while excluding any prospective benefit from share repurchase and/or future PRE that may be used to pay down debt. In closing, let me reinforce once again our growth in terms of FRE and DE per share. We expect FRE per share to rise to $1.10 and $1.12 for 2024 from our previous guidance of $1.09, which reflects our expectation that the 2024 year-end share count will be modestly lower than we had previously guided to as we issue fewer shares and we use more cash to fund M&A and related contingencies. Our 2025 FRE per share guidance comes in at $1.26 to $1.41, with a midpoint of $1.34. At midpoint, this represents a 20% year-over-year growth. Looking back to December 2021, the year we went public, this FRE growth results in a strong 21% CAGR at the midpoint of our 2025 target range. Finally, we expected a strong FRE growth to also drive accelerated DE per share growth into 2025 as we move past the loaded M&A financing costs and excluding the DE impact of any performance fees. Overall, we are even more excited about the growth opportunity that lies ahead. I will now turn back to Alex for closing remarks.

Thank you, Ana. So to sum it up, there are several key takeaways from the quarter. First, we remain very comfortable with our fundraising, FRE, and FRE per share targets for 2024 and into 2025, and we expect to see accelerating DE growth in the second half of 2024 and into the next year as the full weight of our fee-earning AUM growth flows through and we move past the short-term headwinds resulting from M&A-related financing costs. We believe we have a long runway to grow fundraising, generate organic growth, and grow FRE and DE, as it remains early days in executing on the platforms we have added through our M&A strategy and the investments we have made in new products and distribution resources. We see multiple early proof points that this strategy is starting to pay off. And lastly, we are focused on maximizing returns to shareholders and believe redirecting a portion of our capital generation to share repurchase is a very attractive use of our capital. This demonstrates that we will be flexible and opportunistic as we look to use our capital to drive profitable FRE and DE growth, while maintaining a conservative balance sheet. Overall, we are very proud of the differentiated and diversified investment platform we have built both organically and inorganically, making us the largest alternative asset management platform in the region in terms of direct assets under management, revenues, and fee-related earnings. We remain very excited about our future growth prospects and look forward to providing a more complete update at our next Investor Day scheduled for December 9. We thank you for your time, and we are now happy to take your questions.

Thank you. Our first question comes from Tito Labarta with Goldman Sachs. Tito, please proceed.

Hi, good morning. Thank you for the call and taking my questions, Alex and Ana. A couple of questions. I guess first on the deployment of the $200 million in the quarter. Can you give us some color on how you – how that should impact the fees going forward from here? And which funds that is expected to go in? And then the second question on – if you look at the real estate management fee at least the implied fee was down a bit in the quarter. Can you give any color on that? Why that was a little bit lower?

Tito, this is Alex and the team here. Thank you very much for participating in the call. Thanks for your questions. Most of the investments were from our infrastructure fee-related earnings. So Private Equity Fund V, a little bit VI, and mostly VII are continuing to deploy capital and infrastructure – now Infrastructure V is already committing capital as well. Just reminding here the Private Equity VII already started deploying capital. We did acquire a food retailer in Brazil and are looking to grow in the sector as an example. An example on the infrastructure side, we did win the concession of a toll road in the state of Parana. We also committed to other investments in Private – in the Infrastructure Fund V. On the real estate side, I think we did divest a couple of assets from our legacy real estate funds. We have two families of funds now: private equity real estate, which have a drawdown nature to it, where we raise capital, call capital, and divest as a regular private active fund but focused on real estate assets. And this is exactly what happened here. We sold—among the assets that we sold, I'll name one as an example, which is a self-storage business that we did hold in Brazil. This fund did hold in Brazil as an example. And the second family of funds that we have in real estate are permanent capital nature funds, where we then raise money, and it increases the NAV, and we don't have to actually give that money back. So the divestments that you see there in that slide is related to the private equity real estate funds, which are now divesting assets. Namely, one of the assets or a significant asset that was divested over this quarter was our self-storage business in Brazil. I hope I answered your questions there.

Yes, perfect clear. Thank you, Alex.

Thank you. And our next question will come from Guilherme Grespan from JPMorgan. Your line is open.

Good morning, Alex and team. Thank you for the presentation and questions. Two on our side. The first one is just a little bit on fundraising again Alex just to confirm. You mentioned I think you expect some additional closings in the Private Equity VII and the infra. Just remind us a little bit the timetable, like you have this fundraising open then I think the expectations were $2 billion to $2.5 billion for each and with potential closes come in the second half. And then remember for how long does it remain open to fundraising? Should we see the closing of this fundraising by when? And then – and if you could also touch a little bit on the Fund V I think was the first time I heard you were planning to launch an Opportunity Fund V. And then the second question is just on GPMS. I saw – we saw this quarter a little outflow on the vertical I think was $800 million. I just want to confirm what exactly was that and if it's related to abrdn or not.

Hi, Guilherme. Thank you for your question and for joining the call. Regarding the fundraising topic, I want to discuss Fund V. Our organic fundraising has really accelerated, and I'm excited about the prospects I see for a few reasons. We now have more products to offer for fundraising, including new funds we've launched, and we've also added new products through recent acquisitions. Specifically, Private Equity Fund VII has raised about $1.5 billion, and we aim to raise an additional $500 million by the end of the year to reach the $2 billion target I mentioned earlier. We have a promising pipeline of investors currently in due diligence, primarily from Latin America, with strong interest from Brazilian and Colombian investors, as well as some from Peru, Chile, Europe, the US, and Asia. All of this contributes to our goal of reaching $2 billion. As for Infrastructure Fund V, we're currently at $1.1 billion and plan to reach between $2 billion and $2.5 billion. We have a strong pipeline of interested investors, with funding sources split equally between Latin American and international investors, including significant interest from Asia. Besides these major funds, we're also thrilled to be raising funds for other products we've launched, like the Brazil-focused infra credit fund and a dollar-denominated private credit fund for Latin America. We've had a successful fundraising effort for our Chilean PIPE fund and are beginning to invest in it. On the real estate front, our fundraising efforts for VBI products have also seen solid performance. I cannot share too much detail on current fundraising initiatives due to public offering restrictions, but we have successfully raised over $400 million for the GPMS platform, which has acquired a very significant client after our recent acquisition. We are seeing steady organic fundraising growth, raising between $800 million to $900 million in the first quarter and $1.2 billion to $1.3 billion in the second quarter, totaling around $2.2 billion to $2.3 billion in the first half of the year. This puts us close to $5 billion over the last 12 months, reinforcing our guidance to raise $5 billion organically in 2024. We anticipate even greater growth as we continue to offer more products and achieve strong returns across our funds. Regarding Fund V and the Opportunistic Fund V, we're currently focused on the Secondaries Opportunities Fund number 5 within the GPMS platform, which includes several key business areas such as managed accounts and secondary funds. We're planning to complete the first close for the SOF V fund this semester, which is generating positive interest from investors. Additionally, we will be launching our first blind co-investment fund next year. In response to your last question about GPMS outflows this quarter, the outflows are a normal part of our business as we sell assets and generate performance fees. We've successfully managed to do this with previous funds, and we expect to achieve $180 million in performance fees over the next three years, as guided. The nature of selling assets increases our performance fee capabilities, which is a positive indicator for our business. Let me know if I missed anything, Guilherme.

No. That's it Alex. Thank you for the very detailed answer here. Thank you so much.

Thank you, and our next question will come from Ricardo Buchpiguel from BTG Pactual. Your line is open.

Good morning, guys. And thank you for the opportunity to make a question. I have just one here on my side. We have a lot of acquisitions closing recently. And with part of your cash locked with the SPAC deal that you have, and also the announcement of the repurchase program, would it be necessary for Patria to look for new sources of funding in the coming quarters? And does it make sense for the company to keep its appetite for pursuing more M&As given this sort of capital constraint? Thank you.

Yeah. I think one of the reasons actually that we did, of course, review our whole capital management strategy here was exactly everything that you mentioned here, Ricardo. We are extremely comfortable with the way that we see our cash flow over the next six months and over the 18 months. As you know, we are a very healthy cash generation business with a very light balance sheet. We're a service provider. We don't do a lot of investments. We do see a couple of funds, but that's very insignificant versus the whole scheme of things. So as of today, you'll see the debt level that Ana mentioned, $175 million or $176 million at the end of the second quarter, because most of these acquisitions that you mentioned, the carve-outs of the abrdn business and the acquisition of the Brazilian real estate funds from Credit Suisse—they landed in the second quarter, which is good from one side because we're already integrating these businesses. We already have all of the revenues. But it does of course make us have to commit to more cash outflows in the second quarter. As we saw, conservatively as we projected this, we saw these businesses being incorporated in Patria over the second quarter. And we had good news because the shareholders' meetings of all of the Credit Suisse funds went very well, faster than we expected. They voted in favor of transferring the funds to Patria, also the regulatory approvals that we needed in the United Kingdom went faster than we expected. And we managed to then close these two deals in the second quarter. But as we move into the second half of the year, the beginning of the third quarter, we have a lot of cash coming in, where we receive most of our management fees in the beginning of the quarter, which is July and August. So you see the debt level coming down significantly to the $120 million to $130 million level that Ana mentioned in her part of the speech. And then we have a small peak in December, because we have a Credit Suisse payment there. And then again in the beginning of 2025, we have all the management fees coming back, and we should go down to the $120 million to $130 million level, which is a very, very comfortable level for us. Just as you know, we have $170 million of FRE, $200 million to $225 million of FRE for next year. So $120 million—whatever is 50%, 60% of our FRE, and we are not considering here any performance fees, which I mentioned a couple of minutes ago that we still see performance fees coming in. So all of these numbers, the $120 million, $130 million of debt, is 60% of the $170 million plus, and it is half of the $200 million to $225 million of FRE for 2025, not considering the performance fees. We mentioned in, I think, two earnings calls ago that we would use $100 million of the performance fees coming in to pay down debt. So if you apply $120 million, $130 million of debt and you use $100 million of performance fees over the next months, quarters to pay down debt, then the debt goes to insignificant numbers in my example here of $20 million to $30 million. So in a very comfortable position, and all that's already incorporating our dividends and our share repurchase program. So, however, now going back to your second part of your question, we will most probably not pursue any other acquisitions this year or early next year because we are integrating these businesses. So it has more to do with the integration. As we mentioned, we managed to close two of these deals in the second quarter. We were expecting to close them in the second half of 2024. So we're not going to—we are focusing on the integration and people, systems, processes, so it would not be very much advisable for us to do a large acquisition for that point of view, not from a balance sheet point of view, in the second half of 2024 early 2025. So our focus will be over the next quarters on the integration. But balance sheet-wise, we're comfortable. I hope that I answered your questions, Ricardo.

Thank you very much, guys.

Thank you. Our next question will come from Pedro Leduc from Itau BBA. Your line is open.

Thank you, guys, for taking the question. A few here. First on the personnel expenses that we saw it going up with the M&A integration, obviously wondering if it's here or on some other regions where we could start seeing synergies in the coming quarters. And in the reconciliation of IFRS to non-GAAP measures, we saw a lot of expenses flowing through it here and some are M&A related, some fees, tax. Wondering if we should see those fading out into the next quarter’s already so maybe a closer relation between the earnings IFRS and the non-GAAP. Thank you.

Hi, Pedro. Thanks for your question here. It's Alex again. And Ana is here also with Marcelo to help me answer the questions. But yes, personnel went up because of the integration. These businesses that we did incorporate in the second quarter are businesses with lower margins at the first month. We mentioned a couple of earnings calls ago that GPMS runs a 30% FRE margin business. And you know that we run an upper 50% level FRE margin business. And the same with the real estate business from Credit Suisse/VBI that will be incorporated in the second half of 2024. As we work into the synergies, you will see FRE margins go up. I think this year, it will become—it will land in the 56%, 58% level FRE margin. And we see it going up, trending up in 2025 back to the 58% to 60% level. And how do we do that? Through the integrations. We went already through that process with the acquisition of Moneda. Late 2021, we did sign the acquisition of Moneda. Moneda was running a 40%, approximately 40% FRE business. We were running a 60% FRE business. In 2022, you saw that margin also trending up. End of 2022, we were back to the 60% level—close to 60% level. So by integrating expenses—and our main expenses now are personnel, which is 80% to 70% to 80% of our expenses, and then rent and travel whatever is not a significant portion. So, it's personnel. And that's what we're going to do as we move on into this year and into 2025, through the trending up that I mentioned to you: 56% to 58% this year, and 58% to 60% FRE margin next year. We know how to do this. This is our day to day. You know, we run consolidation private equity buyout business. So we have done more than 100 of those consolidations in Brazil, in LatAm and whatever looking for synergies in processes, IT, and of course, sometimes in people as well. On the IFRS side, expenses yes, they did go up significantly this quarter. It has mostly to do with the expenses that we did run because of these two closings that happened in the second quarter. But I'll ask—I'll turn over the floor to Ana to comment— to make a few comments on that, please.

So the main variance we have for this quarter has to do with all the transactions M&As that we closed. And I just want to point out it was three that impacted the quarter. So we have all the abrdn acquisition that impacted significantly, the line of transaction costs, which means different expenses when you say—also the effort for the transferring of the Credit Suisse funds which also was hit this quarter. We also have a smaller—if not that segment—but we start having as well for our Nexus as well. And of course, what is normally part of the those transactions and remaining transactions in a small part. On top of that, when you see on the deferred and contingent consideration, it has to do with our option that we have to evaluate with VBI—option with VBI, which we have to evaluate every quarter. And actually specifically, this quarter there is an adjustment that also was included in this line of—that I have just mentioned. So I think all in all, that is the main variance that we have in this quarter in these two lines from other transaction costs and deferred and contingent consideration related to adjustment of our VBI option. If you just as minor, but if you look into our financial income expenses unrealized, which is $3 million, this is all related to FX or investment in reais, which impacts is unrealized as it impacts our this line because of the real devaluation.

Yes. So we—yes. And here, Pedro, I think one of the lines is cash related, which is the expense, the transaction expenses. The other ones are not cash-related costs and expenses. And just going back to your comment, as we move into the third and fourth quarter, as we did exercise the VBI option and we did close the abrdn transaction and the Credit Suisse transaction in the second quarter, these numbers should be washed out from our P&L, and we should go back to more normal levels in the next quarters. So yes, everything happened. It was a very busy quarter. I actually tried—I actually started my speech there. I'm very proud of the team to be honest, because we have such a very busy quarter of two closings, plus now the VBI option that we did and now the acquisition of the other 50%. And all of that is happening in the same three-month period. So, yes, so these will be washed out and we would go to more normal levels in the next quarters. Thank you.

Thank you. And I am showing no further questions from our phone lines. I'd now like to turn the conference back over to Alex Saigh for any closing remarks.

Okay. Thank you very much to all of you participating in the call, and thanks for your questions here. Tito, Pedro, Guilherme, Ricardo, thank you very much. I know that you guys have a very busy morning, with so many financial institutions also having their earnings calls. So, thanks for participating. Hope to see you guys in person soon in New York or some other place. Thanks again. Have a great day. Goodbye. Ciao. Gracias.

Thank you. This does conclude today's conference call. Thank you for your participation. You may now disconnect. Everyone have a wonderful day.