Interim / Quarterly Report • Sep 30, 2024
Interim / Quarterly Report
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US Solar Fund PLC
Interim Report and Financial Statements 2024
US SOLAR FUND PLC (USF OR THE COMPANY) IS A RENEWABLE ENERGY FUND THAT AIMS TO PROVIDE INVESTORS WITH ATTRACTIVE AND SUSTAINABLE DIVIDENDS WITH AN ELEMENT OF CAPITAL GROWTH BY INVESTING IN A DIVERSIFIED PORTFOLIO OF SOLAR POWER ASSETS IN NORTH AMERICA AND OTHER OECD COUNTRIES IN THE AMERICAS.
The Company develops, acquires or constructs solar power assets that are expected to have an asset life of at least 30 years and generate stable cash flows by selling electricity to creditworthy offtakers under long-term power purchase agreements. The Company's portfolio consists of 41 operational solar projects with a total capacity of 443MWDC, all located in the United States.
The Company is a closedend investment trust incorporated under the laws of England (company number 11761009).
The Company's portfolio comprises of 41 assets located in California, North Carolina, Oregon and Utah with a total capacity of 443MWDC.
The Company was admitted to the premium listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange on 16 April 2019.
Since 1 December 2023, the Company has been managed by Amber Infrastructure Investment Advisor, LLC (AIIA or the Investment Manager), part of the Amber Infrastructure Group (Amber). Prior to this date, the Company was managed by New Energy Solar Manager, Pty Ltd.
\$230.4 million Net Asset Value.
\$147.8 million market capitalisation.
The total number of Ordinary Shares in issue is 332,192,361 which are denominated in both US Dollars (ticker 'USF') and Sterling (ticker 'USFP'). Following the finalisation of the Tender Offer (announced on 11 June 2024) there are 24,358,974 shares held in treasury by the Company. The total number of voting rights in the Company is 307,833,387.
1 Half-Year Highlights
1 Figures as at 30 June 2024 unless otherwise specified.
Certain words and terms used throughout this Interim Report and Financial Statements are defied in the Glossary on pages 53 to 55. Where alternative performance measures (APMs) are used, these are identified by being marked with an *. In accordance with the ESMA Guidelines on APMs, the Board has considered what APMs are included in the Interim Report and financial statements which require further clarification. An APM is defined as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. APMs included in the Interim Report and financial statements are identified as non-GAAP measures and are defined within the Glossary.
Front cover: South Robeson (Granite Portfolio) 6.3 MWDC (North Carolina) Photo credit: US Solar Fund plc Inside cover: Freemont (Heelstone Portfolio)
6.4MWDC (North Carolina) Photo credit: US Solar Fund plc


Visit our company website https://www.ussolarfund.co.uk/
\$230.4m Net Asset Value (NAV)* 31 December 2023: \$258.2m
\$6.8m Dividends paid3 *
H1 2023: \$9.3m
(39.0%)
Total Shareholder Return (TSR) 6 * 31 December 2023: (34.4%)
\$0.75 NAV per share* 31 December 2023: \$0.78
0.62x
Operational dividend cover4 * 31 December 2023: 0.50x
\$0.48 Share price as at 30 June 2024 31 December 2023: \$0.54
(3.1%) NAV total return2 * 31 December 2023: (1.7%)
\$(2.0)m IFRS loss for the year5
H1 2023: Loss of \$(26.5)m
35.9% Discount to NAV7 * 31 December 2023: (30.8%)
2 NAV total return is based on dividends paid throughout the period and NAV movement since inception.
3 Includes Q1 2024 dividend declared in advance of the half-year end.
4 Presented on an operational coverage basis for a trailing 12 month period. As announced in April 2024, the Board revised the target dividend for 2024 to \$0.0225 per share in order to ____improve operational cash dividend coverage, which will begin to be captured in this metric as dividends are paid at this revised rate. The 2024 dividend target is forecast to be fully covered by ____cash generated from operations. See pages 26 to 27 for further dividend cover analysis.

41 Operating Solar Assets 31 December 2023: 41
365GWh
Total electricity generation H1 2023: 362 GWh (current portfolio)
11.4years Weighted average PPA term remaining 31 December 2023: 11.9 years
443MWDC
Total capacity 31 December 2023: 443MWDC
(6.8%)
Generation against forecast 31 December 2023: (7.2%) H1 2023: (8.3%) (current portfolio)
BBB+
Average offtaker credit rating 31 December 2023: BBB+
234,500 tCO2 emissions avoided
H1 2023: 279,200 tCO2 (excl. MS2)
33,700 Equivalent US homes powered H1 2023: 36,700 (excl. MS2)
55,800 Equivalent US cars removed from the road H1 2023: 60,700 (excl. MS2)
8 Environmental figures use actual generation figures for the period. The avoided CO2 emissions figure is calculated using data from the US Environmental Protection Agency's (EPA) 'AVoided Emissions and geneRation Tool' (AVERT). Equivalent US homes and cars removed figures are based on emissions avoided and data from the EPA and US Energy Information Administration (EIA). To note, these factors vary between reporting periods, so may result in relative increases or decreases in figures presented.
Consistent with the objectives stated earlier in the year, the Board's focus is on taking steps to ensure the Company's portfolio is robust, optimised and capable of being presented to the market for a future liquidity event in order to maximise shareholder value.
GILL NOTT CHAIR
I am pleased to present the Company's Interim Report and Financial Statements for the period from 1 January 2024 to 30 June 2024.
Over the period, the Board delivered on its previously stated commitment to return capital to shareholders, which was achieved via a tender offer that concluded in June. The Company acquired approximately 7% of the issued share capital in the Company at a significant premium to the prevailing market price, returning \$18.6 million to shareholders. This represented the balance of proceeds received by the Company from the sale of Mount Signal 2 available for distribution, and a successful outcome for all shareholders who participated in the offering.
In the light of this return of capital, and consistent with the Board's ongoing focus on disciplined management of capital, a reduction to the dividend target was announced during the period. Distributions of \$6.8 million were approved to be paid to investors during the period (see below).
Amber Infrastructure Investment Advisor, LLC (AIIA) completed its first six months as the Investment Manager and during the period has, in line with the Board's request, concluded a full review of the portfolio and valuation assumptions. We have been pleased with the approach AIIA has taken to proactive capital management of the Company as well as enhanced reporting disclosures. Consistent with the objectives stated earlier in the year, the Investment Manager remains focused on taking steps to ensure the Company's portfolio is robust, optimised and capable of being presented to the market for a future liquidity event in order to maximise shareholder value.
Interim Report and Financial Statements 2024
The Board continued to monitor market activity during the period which has remained slow for comparable transactions of solar portfolios when compared to 2021 and 2022. In 2023, the US renewables market faced headwinds such as sustained high interest rates, inflationary pressures and relatively low volume of capital raised for investments in renewable generation assets compared to prior years9 . During the current period, some modest improvement in activity has been observed across both capital raising for renewables and for sales of solar portfolios. Overall, the Board's view is that the market has not yet recovered to match the activity observed during 2021 and 2022 but that the market is showing early signs of improvement compared to 2023.
During the period to 30 June 2024, the Company's NAV decreased to \$230.4 million (31 December 2023: \$258.2 million) and NAV per share to \$0.75 per share (31 December 2023: \$0.78 per share). The primary reasons for the reduction in NAV was the return of capital to shareholders by way of the tender offer, a change in cash flow assumptions and an increase in risk free rates between 31 December 2023 and 30 June 2024 of 40bps (the US 20-year treasury rate has increased from 4.2% to 4.6%).

\$18.6m
Returned to shareholders via a tender offer concluded in June 2024
Total generation by the Company's portfolio was 365 GWh which was 6.8% below budget. Performance during the period was impacted by below forecast solar irradiance (3.2%) due to unfavourable weather impacting most of the portfolio during the first quarter, with a particular impact on Milford which is the Company's largest asset at c.128MWDC. AIIA have sought to improve the presentation of weather-related performance recognising the relatively high levels of weather-related variances for US based solar assets over recent years, with a review of historical weather variances and measured solar irradiance now included within the operating report below. A further 3.6% was attributable to unscheduled outages. While this represents an improvement on levels achieved in 2023 (5.2%) and the trend continues to improve due to the work being undertaken by the Investment Manager, we are still witnessing underperformance due to frequent, low impact outages of solar plant, utility grid outages, and delays to repair and restoration work. The Board support the work of the Investment Manager who continues to assess the performance of external contractors to ensure early detection and resolution of issues impacting generation.
During the period it was necessary to change the cash flow assumptions for expected revenue arising from the Renewable Energy Certificate (REC) contracts related to the Heelstone Oregon assets which were entered into in November 2023 under the direction of the Company's previous investment manager. In isolation, these cash flows amount to approximately \$8 million. Further details on this matter are provided in the announcement released immediately prior to the publication of this report as well as on pages 22 and 28 of this report.
As noted in the 2023 Annual Results, during the period the Company concluded its analysis of options available to it to return capital to shareholders. In April 2024, USF announced a tender offer to return up to \$19 million (less costs) to shareholders which represented the balance of proceeds received for the sale of Mount Signal 2 available for distribution. The tender price was \$0.764 per share, equal to the 31 December 2023 NAV less 2% for costs of administering the tender offer. The maximum number of shares were validly tendered and settlement was finalised during June 2024. The Board remains focused on the efficient and disciplined management of capital with the overriding objective of driving shareholder value.
Alongside the tender offer announced in April 2024, and consistent with its objective to improve operational cash dividend coverage, the Board determined it was prudent to reduce the target dividend for 2024 to \$0.0225 per share. Over the period, the Company has approved \$6.8 million in dividends (\$5.1 million of dividends paid out during the period and \$1.7 million dividend declared in advance of the halfyear end). In line with the Company's interim annual dividend target of 2.25 cents per ordinary share, the Q2 2024 dividend will be 0.56 cents per ordinary share which will be paid by 29 October 2024.
The Board intends to revise the dividend target for 2025 in light of any improvement in operational cash dividend coverage that may be achieved as a result of successfully completing the proposed refinancing.
9 National Renewable Energy Laboratory, Spring 2024 Solar Industry Update. (Spring 2024 Solar Industry Update (nrel.gov)).

Visit our company website https://www.ussolarfund.co.uk/
During the period, the Board determined it was prudent to reduce the revolving credit facility (RCF) from its previous size of \$40 million to \$20 million, given (among other factors) the Company does not currently intend to make further investments. The updated facility size reduces costs to the Company whilst maintaining a smaller facility which will continue to provide working capital flexibility and support the Company's operational/ongoing liquidity requirements.
The Board announced in April 2024 its intention to carry out a potential refinancing of existing debt facilities. The Investment Manager continues to make progress on the refinancing initiative with the primary objectives of any such refinancing being the improvement of near-term operational cash dividend coverage and financial returns to shareholders. The Board anticipates that the proposed refinancing would satisfy the near and medium-term requirements to refinance existing debt held in connection with the Euryalus, Heelstone and Milford portfolios.
Rachael Nutter, who has served on the Board since the Company's inception in 2019, did not stand for re-election at the AGM. We again thank Rachael for her valued contributions and wise counsel over the past five years.
During the period, the Board oversaw a recruitment process to select a new board member as part of broader succession planning. The Board is pleased to announce the appointment of Mark Lerdal as an independent non-executive director. Mark is based in the US and has over thirty years of experience in the energy and renewables sectors. He has a long-standing track record of realising value in the US solar sector which will be beneficial to the Board and the Company. Mark's appointment as a non-executive director of the Company will be effective as of 1 October 2024.
At the AGM held on 21 May 2024, shareholders voted against discontinuation, confirming continuation of the Company.
The Board, with the ongoing support of the Investment Manager, remains focused on ensuring robust asset management practices are established and maintained to optimise performance of the portfolio and further reduce unscheduled outages impacting generation.
Immediate plans for the Company, in addition to the continuing focus on improving performance, is progressing the proposed refinancing.
The Board will continue to monitor the market for similar assets as those held by the Company with a view to the realisation of value from the Company's assets when the time is right.
The Board has valued the constructive discussions held with shareholders during the period and looks forward to continued engagement. On behalf of the Board, thank you for your ongoing support.

GILL NOTT CHAIR 27 September 2024
Progress Solar 1 (Granite porfolio) 2.5MWDC (North Carolina)
As at 30 June 2024 the Company owned 41 utility scale solar projects, totalling 443MWDC. All assets in the Company's portfolio are operational and are generating revenue for the Company.
Oregon
Assets located in Oregon with a collective capacity of 140MWDC.
portfolio (four assets acquired by the Company in 2020 pre-COD) and a portion of the Heelstone portfolio (six assets acquired by the Company as operational assets in 2020).
10 Assets

41 Assets
4 States

The Company owns two Solar Assets located in southern California with a collective capacity of 7MWDC. These assets comprise a portion of the Heelstone portfolio acquired by the Company as operational assets in 2020.


1
The Milford asset is the Company's single largest asset with a capacity of 128MWDC. Milford was the Company's first investment acquired in 2019 pre-construction and achieved commercial operations in November 2020.


The Company owns 28 Solar Assets located in North Carolina with a collective capacity of 168MWDC.
These assets comprise the Granite (eight assets acquired by USF as operational assets in late 2019/early 2020) and the Olympos (six assets acquired by the Company in later 2019 pre-COD) portfolios as well as a portion of the Heelstone portfolio (14 assets acquired by the Company as operational assets in 2020).
28 Assets


MILFORD
1
Asset


6
Assets
39MWDC
Capacity
8 Assets
39MWDC Capacity
GRANITE

22 Assets

Capacity

4 Assets

| # | Portfolio | Asset | Capacity (MWDC) | Location | Commercial operation date | Acquisition date |
|---|---|---|---|---|---|---|
| 1 | Milford | Milford | 127.8 | UT | November 2020 | September 2019 |
| 2 | Olympos | Benson | 5.7 | NC | August 2020 | December 2019 |
| 3 | Olympos | Eagle Solar | 5.6 | NC | August 2020 | December 2019 |
| 4 | Olympos | Lane II | 7.5 | NC | July 2020 | December 2019 |
| 5 | Olympos | Pilot Mountain | 7.5 | NC | September 2020 | December 2019 |
| 6 | Olympos | Tate | 6.5 | NC | August 2020 | December 2019 |
| 7 | Olympos | Willard | 6.0 | NC | October 2020 | December 2019 |
| 8 | Granite | Faison | 2.3 | NC | June 2015 | December 2019 |
| 9 | Granite | Four Oaks | 6.5 | NC | October 2015 | December 2019 |
| 10 | Granite | Nitro | 6.2 | NC | July 2015 | December 2019 |
| 11 | Granite | Princeton | 6.5 | NC | October 2015 | December 2019 |
| 12 | Granite | Progress Solar 1 | 2.5 | NC | April 2012 | January 2020 |
| 13 | Granite | Progress Solar 2 | 2.5 | NC | April 2013 | January 2020 |
| 14 | Granite | S. Robeson | 6.3 | NC | July 2012 | January 2020 |
| 15 | Granite | Sarah | 6.3 | NC | June 2015 | December 2019 |
| 16 | Heelstone IX | County Home | 2.6 | NC | September 2016 | March 2020 |
| 17 | Heelstone IX | Mariposa | 6.4 | NC | September 2016 | March 2020 |
| 18 | Heelstone IX | Freemont | 6.4 | NC | December 2016 | March 2020 |
| 19 | Heelstone IX | Sonne Two | 7.0 | NC | December 2016 | March 2020 |
| 20 | Heelstone X | Sedberry | 6.2 | NC | December 2016 | March 2020 |
| 21 | Heelstone X | Siler 421 | 6.9 | NC | December 2016 | March 2020 |
| 22 | Heelstone X | Schell | 6.9 | NC | December 2016 | March 2020 |
| 23 | Heelstone X | Red Oak | 6.9 | NC | December 2016 | March 2020 |
| 24 | Heelstone X | Tiburon | 6.7 | NC | December 2016 | March 2020 |
| 25 | Heelstone X | Cotten Farm | 6.8 | NC | November 2016 | March 2020 |
| 26 | Heelstone X | Monroe Moore | 6.6 | NC | December 2016 | March 2020 |
| 27 | Heelstone XI | Granger | 3.9 | CA | September 2016 | March 2020 |
| 28 | Heelstone XI | Valley Center | 3.0 | CA | December 2016 | March 2020 |
| 29 | Heelstone XII | Turkey Hill | 13.2 | OR | December 2017 | March 2020 |
| 30 | Heelstone XII | Merrill | 10.5 | OR | January 2018 | March 2020 |
| 31 | Heelstone XII | Lakeview | 13.7 | OR | December 2017 | March 2020 |
| 32 | Heelstone XII | Dairy | 14.0 | OR | March 2018 | March 2020 |
| 33 | Heelstone XII | Chiloquin | 14.0 | OR | January 2018 | March 2020 |
| 34 | Heelstone XII | Tumbleweed | 14.0 | OR | December 2017 | March 2020 |
| 35 | Heelstone XIII | Davis Lane | 7.0 | NC | December 2017 | March 2020 |
| 36 | Heelstone XIII | Gauss | 7.0 | NC | October 2018 | March 2020 |
| 37 | Heelstone XIII | Jersey | 7.0 | NC | December 2017 | March 2020 |
| 38 | Euryalus | Alkali | 15.1 | OR | June 2020 | June 2020 |
| 39 | Euryalus | Rock Garden | 14.9 | OR | June 2020 | June 2020 |
| 40 | Euryalus | Suntex | 15.3 | OR | June 2020 | July 2020 |
| 41 | Euryalus | West Hines | 15.3 | OR | June 2020 | June 2020 |
Milford is the only asset within the Company's portfolio that is not a qualifying facility (QF), as defined under the Public Utility Regulatory Policies Act (PURPA). QFs are a special class of generating facility defined by law and categorised as either a cogeneration facility or small power production facility. In the case of the Company's portfolio, its assets (other than Milford) are eligible small power production facilities, being generating facilities with a production capacity of less than 80MW whose primary energy source is renewable. Among other benefits, being a QF affords the asset owner certain rights to sell energy or capacity to a utility, the right to purchase certain services from utilities such as back-up power at a reasonable rate, and relief from certain regulatory obligations.



| Portfolio details | |||
|---|---|---|---|
| USF Acquisition September 2019 (from Longroad Energy Partners, LLC) |
|||
| PPA | Investment grade offtaker Busbar PPA MW Weighted Avg. Remaining Term: 21.4 years10 Unbundled |
||
| REC Agreement | Investment grade offtaker MW Weighted Avg. Remaining Term: 21.4 years10 | ||
| QF Eligible | No11 | ||
| Site Control | Long-term lease | ||
| Debt | Mini-perm term loan + LC facility Legal maturity 2027 Outstanding balance \$46.5m10 | ||
| Tax Equity | Yes. Scheduled buy-out 2028. | ||


10 As at 30 June 2024.
11 Milford is the only asset within the Company's portfolio that is not a qualifying facility (QF), as defined under the Public Utility Regulatory Policies Act (PURPA). QFs are a special class of generating facility defined by law and categorised as either a cogeneration facility or small power production facility. In the case of the Company's portfolio, its assets (other than Milford) are eligible small power production facilities, being generating facilities with a production capacity of less than 80MW whose primary energy source is renewable. Among other benefits, being a QF affords the asset owner certain rights to sell energy or capacity to a utility, the right to purchase certain services from utilities such as back-up power at a reasonable rate, and relief from certain regulatory obligations.

| USF Acquisition | January 2020 (from Greenbacker Renewable Energy) |
|---|---|
| PPA | Investment grade offtaker Busbar PPA MW Weighted Avg. Remaining Term: 5.5 years12 Unbundled |
| REC Agreement | Rated and unrated offtakers Remaining term of 6 years12 |
| QF Eligible | Yes |
| Site Control | Long-term leases |
| Debt | None |
| Tax Equity | None (buy-out completed 2020). |
39MWDC
ANNUAL PRODUCTION (P50)
2013 (Progress Solar 2) 2015 (Faison; Four Oaks; Nitro; Princeton; Sarah)
8 # OF PLANTS
COD

| USF Acquisition | May 2020 (from Southern Current) |
|---|---|
| PPA | Investment grade offtaker Busbar PPA MW Weighted Avg. Remaining Term: 7.1 years12 Bundled |
| QF Eligible | Yes |
| Site Control | Long-term lease |
| Debt | Mini-perm term loan + LC facility Legal maturity 2026 Outstanding balance \$34.3m12 |
| Tax Equity | Yes. Scheduled buy-out 2025. |


12 As at 30 June 2024.

13 As at 30 June 2024.
The Company's investment objective is to provide investors with attractive and sustainable dividends with an element of capital growth by investing in a diversified portfolio of solar power assets in North America and other OECD countries in the Americas.
Over the next 10 years, approximately 88% of forecast revenue will be generated from contracted sources
of 41 assets within the Company's portfolio are certified as Qualifying Facilities, and are therefore eligible for favourable treatment for revenue recontracting
As at 30 June 2024, the Company's Gearing*, calculated as total debt outstanding to GAV, was approximately 39%
Freemont (Heelstone Portfolio) 6.4MWDC (North Carolina)
The installed base of US Solar Assets continues to grow strongly with record new installations in 2023 of approximately 32GW14, with the US Energy Information Administration (EIA) forecasting further record installations in 2024 and 2025.
The outlook for continued growth remains robust with several key drivers expected to continue to support solar development in the near-to-medium term, including:
While the demand picture remains strong, new development activity continues to be moderated by several factors including transmission system bottlenecks and lack of spare capacity, restrictive trade policy and tariffs increasing costs of imported equipment, and resistance to new development in urban and other populated areas.
In terms of average solar PPA prices across the US, according to data from LevelTen Energy16, while average prices fell slightly in early 2024, they remain materially higher than historical lows experienced in 2019.
The states in which the Company's assets are located, and its primary offtake counterparties, continue to provide a supportive backdrop for renewable generation.
| State | MWDC | State Mandates | Utility Targets17 |
|---|---|---|---|
| North Carolina | 168 | Net-zero emissions electricity by 2050 |
Duke Energy: in Carolinas aiming to add 2.7GW of solar by 2026, and to reach 4.1GW of solar by 2030 and growing to 16.3GW by 2040 |
| Oregon | 140 | Net-zero emissions electricity by 2040 |
Portland General Electric: corporate target of 80% carbon reduction by 2030 |
| Utah | 128 | Voluntary goal of 20% renewable by 2025 |
PacifiCorp: corporate target of ~74% reduction in carbon emissions from 2005 level by 2030 |
| California | 7 | Net-zero emissions electricity by 2045 |
California Public Utility Commission has identified a need for 57.5GW of new solar capacity by 2045 to achieve stated emissions reduction targets |
14 National Renewable Energy Laboratory, Spring 2024 Solar Industry Update. (Spring 2024 Solar Industry Update (nrel.gov)).
15 Grid Strategies (National-Load-Growth-Report-2023.pdf (gridstrategiesllc.com)).
16 LevelTen Energy, Q2 2024 North America PPA Price Index, (LevelTen 2024 Q2 PPA Index). 17 Sources: Duke Energy 2023 Carolinas Resource Plan and Duke Energy 2023 Impact Report ( https://duke-energy.com) | Portland General Electric: PGE 2023 Environmental, Social and Governance Report (www. https://portlandgeneral.com/) | PacifiCorp 2023 Integrated Resource Plan (https://pacificorp.com) | CPUC: 2023 Preferred System Plan (https://www.cpuc.ca.gov/).
Amber is an international infrastructure specialist, focused on investment origination, development, asset management and in Europe, fund management. Amber's core business focuses on infrastructure assets across the public, transport, energy, digital and demographic infrastructure sectors that support the lives of people, homes and businesses internationally.

Learn more at www.amberinfrastructure.com
With a presence across 12 countries, Amber manages >175 infrastructure investments representing total assets under management of £14 billion (c.\$17.5 billion). Amber currently manages or advises nine funds (two listed and seven private) with c.£5 billion (c.\$6 billion) in funds under management or advisement. Among other funds, Amber advises International Public Partnerships, a FTSE 250-listed Company with a market cap of approximately £2.4 billion and 15-year track record of long-term investment in infrastructure assets globally.
Amber is headquartered in London with offices in Europe, North America and Australia and employs c.180 infrastructure professionals. Amber has had a strategic partnership with the Hunt Companies, Inc. in the US since 2015 and completed their previously announced strategic transaction with US based Boyd Watterson in August 2024. Learn more at www.amberinfrastructure.com.

AIIA's objective as Investment Manager of the Company is to provide ongoing advice to the Board and shareholders to optimise, enhance and position the Company to maximise shareholder value. This is consistent with the objectives stated earlier in the year.
To the extent macro-economic conditions allow, in the future such options may include:
The Board acknowledges that, based on the outcome of the strategic review (which commenced in October 2022 and was conducted during the course of 2023, concluding in AIIA's appointment on 1 December 2023), prevailing market conditions and the current share price under performance, these options are not currently available to the Company. The Investment Manager's role includes advising the Board of changes which may create favourable conditions that are conducive to pursuing any of these options, whilst these have not yet arisen, they remain under close review.
AIIA's goal is to ensure that the performance of the Company's portfolio is robust, optimised and capable of being presented to the market by year end 2024. Doing so will ensure that the Company is in the best position to access and transact upon options that maximise shareholder value.
Amber Infrastructure Investment Advisor, LLC aims to act as a responsible steward for the Company and its assets in preparation for the potential options set out. This includes evaluating opportunities to enhance the attractiveness of the Company:
Improving the general approach to disclosure and providing information to shareholders allowing comparison across the peer group.
Under the Investment Manager's guidance, USF continues to improve disclosures and provide additional information in this Report for the benefit of existing and prospective shareholders.
As part of increased transparency in reporting, an operational dividend cover has been included in the annual and interim reports in addition to total dividend cover as previously reported. This also includes the provision of a table of figures that support the graphs and charts included in the Report on the Company's website. These are provided to enable analysis of the Company.
Disciplined approach to asset management focused on decreasing unplanned outages.
AIIA continues to focus on improving shareholder communication and will seek to address issues that are taking up time and attention for each shareholder.
The Investment Manager and the Board are committed to continuing to provide regular and transparent communications to the Company's shareholders.
To improve operational cash dividend coverage and financial returns to shareholders by reducing near term debt amortisation, an exercise has been undertaken to explore likely terms for a refinancing of the senior debt facilities.
The key objectives of the proposed refinancing include:



As at 30 June 2024, the Company has a portfolio with a total operational capacity of 443MWDC (329MWAC) comprised of 41 Solar Assets across four states, with no changes to report during the period since 31 December 2023.
Total generation by the Company's portfolio was 365 GWh for the six-month period to 30 June 2024 (H1 2023: 362 GWh (current portfolio)). The overall generation of the Company's portfolio was 6.8% below budget (2023: 7.2%), with 3.2% attributable to below forecast solar irradiance (2023: 2.0%), and 3.6% attributable to unscheduled outages and other non-irradiance related factors (2023: 5.2%). Performance during the first quarter was materially impacted by below forecast solar irradiance, and particularly impacting the Milford asset. In the second quarter solar irradiance met forecast levels although frequent, low impact unscheduled outages and failures of inverters and other electrical components remained a material cause of lost generation during the entire period. For the most part these outages were readily repairable, and the focus is now on reducing the time taken to identify individual outages, improving the availability of replacement parts, and reducing lead times for repair crews to mobilise to site. Initiatives to improve maintenance effectiveness and reduce the length of unscheduled outages are and continue to be key priorities for the remainder of 2024.
'Forecast' means the generation forecast per the base case (P50) generation forecasts prepared for each project by third-party technical advisors and inclusive of assumptions relating to solar irradiance (based on long-term average historical irradiance), module efficiency and degradation, scheduled downtime for maintenance activities, and performance degradation due to grid outages, and weather events (e.g. snow), measured in gigawatt hours (GWh).
'Weather-Adjusted' means the project base case forecasts adjusted for actual solar irradiance and other weather parameters impacting generation including ambient temperatures and average wind speeds experienced at each project during the applicable period, measured in GWh.
'Actual' means actual measured production in GWh.


Generation variances by portfolio are summarised below. Weather variance represents the variance from Forecast generation to Weather-Adjusted generation, and non-weather (technical) variance represents the variance from Weather-Adjusted generation to Actual generation.

Compared to the Forecast generation performance of the portfolio the first quarter of 2024 was 8.4% below expectations due to actual weather conditions and the second quarter was in line with expectations due to weather. The following chart shows the historic trend of generation performance related to weather conditions since IPO18.

18 Weather variances for Q1 2021 to Q2 2024 reflect the current 41 asset portfolio. Weather variances for 2020 reflect partial results given the Granite portfolio was acquired in Q1 2020, the Heelstone portfolio was acquired in Q2 2020, the Euryalus assets commenced operations in Q2 and Q3 2020, the Olympos assets commenced operations in Q3 and Q4 2020, and Milford commenced operations in November 2020.


Factors including actual irradiance, ambient temperatures, and performance specifications of solar modules contribute to variances in the Weather-adjusted generation of the portfolio in each period. The following chart shows the variance in the irradiance recorded at each asset compared to the forecasts of irradiance expected for each asset for each quarter since 2022.

IRRADIANCE MEASURED ON SITE VS FORECASTS (QUARTERLY)
The portfolio was impacted by unfavourable weather during the period, particularly during the first quarter of 2024. During the first quarter of 2024, data provided by the US National Oceanic and Atmospheric Administration (NOAA) indicates that above average precipitation (rain and snow) was recorded in Utah, Oregon, Southern California and western North Carolina, with "much above average" precipitation recorded in Beaver County, Utah where the Milford project is located. Whereas at or below average precipitation was recorded across all four operating states during the second quarter of 2024, leading to generation performance that was aligned with forecasts.
– Heelstone: Portfolio generation was approximately 6.2% below the Weather-Adjusted forecast, with the largest individual losses attributable to continuing intermittent feeder line outages at Chiloquin and inverter outages at Dairy within the portfolio's Oregon sites. The ongoing feeder line issues at Chiloquin are principally due to rodent activity at the site, with several possible rectification options continuing to be assessed by the asset management team. There were also tracker and intermittent inverter outages at the portfolio's two California sites (Granger and Valley Center). An ongoing decline in service quality from the O&M subcontractor for the California sites, including failures to adequately
respond to outage events and failures to adequately monitor site conditions, was identified by the Investment Manager's internal asset management team, leading to the replacement of that O&M subcontractor during the period
During the period the Investment Manager, led by its internal asset management team, continued to implement various initiatives targeted at reducing the frequency and duration of unscheduled outages and generally improving the operating performance of the portfolio. Examples of such initiatives progressed during the period included:
Current priorities for the Investment Manager continue to include:
88%
of forecast revenue over the next 10 years will be generated from contracted sources
STATISTIC
11.4years average remaining PPA term

In accordance with the Company's investment policy, a high level of revenue contracting is maintained across the Company's portfolio. To the end of 2033, approximately 88% of forecast revenue will be generated from contracted sources. While the energy offtake agreements in place for all of the Company's assets have fixed pricing with no escalation, as is common in the US market, these contracts provide substantial protection against merchant price fluctuations over the near-to-medium term.
Contracted revenue contribution over next ten years is illustrated in the chart below:

As of 30 June 2024, existing offtake contracting has a capacity-weighted average remaining life of 11.4 years (11.9 years as at 31 December 2023 due to the passage of time). The Company expects to seek precontracting opportunities for all assets at the appropriate time closer to the expiration of existing offtake agreements.
As announced in the RNS released immediately prior to this report, it was determined by the Company and the Investment Manager that the REC contracts related to the Heelstone Oregon assets executed in November 2023 under the direction of the Company's previous investment manager required termination. Consequent reductions in cash flow assumptions arising from the removal of the expected revenue associated with these REC contracts are reflected in the Company's 30 June 2024 interim reporting. In addition to these updates to cash flow assumptions, operating assumption revisions were made to calibrate forecasted project revenue to contracted PPA rates and PPA end dates. The NAV impact of these updates can be found in the Valuations section.
| Market | Number of assets | Capacity (MWDC) |
Share of total capacity (%) |
Average PPA term remaining years) |
|---|---|---|---|---|
| North Carolina | 28 | 168 | 38.0% | 7.3 |
| Oregon | 10 | 140 | 31.6% | 7.2 |
| California | 2 | 7 | 1.6% | 12.3 |
| Utah | 1 | 128 | 28.8% | 21.4 |
| Total | 41 | 443 | 100% | 11.4 (average) |
North Carolina has the largest capacity by market, accounting for 38% of the total portfolio. Oregon and Utah account for 32% and 29% of the portfolio capacity respectively.
Most of the Solar Assets in North Carolina and Oregon are expected to be recontracted in the next ten years. The assets in California have longer durations on existing PPAs and would be recontracted in the mid-2030s. Milford, the asset in Utah, is expected to be recontracted in the mid-2040s.
Tax equity was raised to support the construction of all assets within the Company's portfolio.
As at 30 June 2024, tax equity obligations remain active for the Milford, Euryalus and Olympos portfolios. Tax equity partnerships for the Granite and Heelstone portfolios were previously fully bought out in 2020 and 2023 respectively. Estimated cash payments to remaining tax equity obligations, incorporating both regular distributions and expected buyouts, are summarised in the table below. The Company expects buyout amounts in the order of approximately \$2.7 million in 2025 and \$3.5 million in 2028, which are considered in projected cash flows.

| US\$'000s | 2024F | 2025F | 2026F | 2027F | 2028F |
|---|---|---|---|---|---|
| Forecast cash distributions | \$4,500 | \$4,200 | \$3,000 | \$3,000 | \$1,900 |
| Forecast buyouts | – | \$2,700 | – | – | \$3,500 |
Non-recourse, portfolio-level debt is currently in place for the Milford, Euryalus and Heelstone portfolios, which collectively represent approximately 82% of total portfolio capacity. Each of these facilities include amortising loans that supported the construction or acquisition of those portfolios (as applicable), and associated letter of credit facilities to support collateral posting requirements. Both Olympos and Granite portfolios are unlevered, although are included in the collateral package supporting the Company's revolving credit facility.
Outstanding portfolio-level debt is summarised in the table below:
| Portfolio | Loan type | Outstanding loan balance19 |
LCs on issue | Legal maturity | Amortisation profile |
|---|---|---|---|---|---|
| Milford | Mini-perm term loan + LC facility |
\$46.5m | \$12.2m | 2027 (7yr term) |
2020-2045 (25yr profile) |
| Olympos | None | – | – | – | – |
| Granite | None | – | – | – | – |
| Heelstone | Mini-perm term loan + LC facility |
\$63.9m | \$6.8m | 2028 (7yr term) |
2021-2037 (16yr profile) |
| Euryalus | Mini-perm term loan + LC facility |
\$34.3m | \$4.5m | 2026 (6yr term) |
2020-2031 (11yr profile) |
| Total | \$144.7m | \$23.5m |
19 As at 30 June 2024.

A 'mini-perm term loan' is a loan where the amortisation period and the legal tenor of the loan are different. For example, the Company's portfolio-level facilities have longer amortisation periods aligned with the term of existing PPAs (see 'Amortisation Profile' in the above table), whereas the legal tenors are for shorter periods (see 'Legal Maturity' in the above table).
'LC' means letter of credit, which are used to satisfy collateral posting requirements under the Milford PPA and to support debt service reserve account requirements.
The amortisation schedule for the Milford, Heelstone and Euryalus debt is shown below.

As at 30 June 2024, the portfolio's level of Gearing, calculated as total debt outstanding to GAV, was approximately 39% (31 December 2023: 36%).
The Fair Value of the portfolio on an asset level is set out in the table below:
| Portfolio | Fair Value 30 June 2024 \$'m |
Fair Value 31 December 2023 \$'m |
|---|---|---|
| Milford | 34.8 | 32.8 |
| Olympos | 30.5 | 30.5 |
| Granite | 28.7 | 28.7 |
| Heelstone | 118.4 | 123.2 |
| Euryalus | 26.1 | 24.9 |
| Total20 | 238.6 | 240.1 |

20 Figures may not sum due to rounding.

The Company looks to maintain an efficient balance sheet, as well as identifying opportunities to optimise the capital structure of the portfolio to maximise returns.
| US\$m | 12 months to 30 June 2024 |
12 months to 30 June 2023 |
Year ended 31 December 2023 |
|---|---|---|---|
| Project revenue | 44.0 | 54.4 | 46.7 |
| Project operating expenses | (13.7) | (14.1) | (13.7) |
| Payments to tax equity | (5.0) | (10.4) | (7.1) |
| Portfolio debt expenses | (9.1) | (11.5) | (11.5) |
| Project cash flows after debt service | 16.2 | 18.4 | 14.4 |
| Management fees | (4.0) | (3.3) | (3.0) |
| Corporate operating expenses | (0.3) | (2.6) | (1.7) |
| Revolver interest and fees | (0.2) | (0.4) | (0.3) |
| Net operating cash generation (A) | 11.7 | 12.1 | 9.4 |
| One off payments related to the strategic review / tender offer | (3.5) | – | (3.2) |
| Cash flow reserve carried forward | – | 2.0 | 3.7 |
| Gain on sale of MS2 | – | 7.9 | 7.9 |
| Total cash generation (B) | 8.2 | 22.0 | 17.8 |
| Dividends paid (C) | (18.8) | (18.5) | (18.7) |
| Cash returned to shareholders via tender offer | (18.6) | – | – |
| Total dividend cover (B)/(C) | 0.44x | 1.19x | 0.95x |
| Operational dividend cover (A)/(C) | 0.62x | 0.65x | 0.50x |
The ongoing charges ratio for the Company on recurring costs were 1.53% for the period to June 2024 (June 2023: 1.39%). Whilst annualised expenditure has decreased in the period to June 2024, the reduction in average NAV over the period has caused an increase in this ratio. The ratio has been calculated using the Association of Investment Companies (AIC) recommended methodology and is set out in the table below.
| US\$m | Annualised position at 30 June 2024 |
Annualised position at 30 June 2023 |
Year ended 31 December 2023 |
|---|---|---|---|
| Annualised administrative expenses | (4.0) | (4.1) | (7.1) |
| Adjust for non-recurring costs | 0.2 | – | 3.1 |
| Total annualised recurring expenses for ongoing charges | (3.8) | (4.1) | (4.0) |
| Average NAV | 248.2 | 292.7 | 287.5 |
| Ongoing charges ratio | 1.53% | 1.39% | 1.39% |

NET ASSET VALUATION MOVEMENTS (US\$m)

Net Asset Value as at 30 June 2024 was \$230.4 million (NAV per share \$0.75), representing a decrease compared to the December 2023 NAV of \$258.2 million (NAV per share \$0.78). A primary factor in this decrease were the significant distributions to shareholders in the period. Cash returns to shareholders totalled c.\$25.7 million which included the return of funds by way of tender offer concluded in June 2024 as well as the quarterly dividends recognised in the period.
Underlying asset valuations were impacted by increase in the risk premiums, which resulted in an increase in the discount rates used in the valuation of the assets. There were also changes in underlying asset forecasts including changes in merchant curves. Further analysis of the NAV movement is provided.
The Company's annualised Total Shareholder Return (TSR) since inception to 30 June 2024 was a total loss of 39.0% (31 December 2023 total loss of 34.4%). The NAV total return from inception to 30 June 2024 was a loss of 2.1% (31 December 2023 a loss of 1.7%).
Note: Figures may not sum due to rounding.

The chart below forecasts the operating cash flow receipts as at 30 June 2024 based on the current portfolio financial models. The projections are provided on an indicative post-tax basis. The projections include project debt service, tax equity buyouts, operating costs, holding company costs, and estimated state and federal tax payable based on the current capital structure (i.e. assuming no further refinancing). The projections exclude cash flows carried forward, proceeds from the MS2 sale and investment management fees. This chart is not intended to provide profit guidance and actual outcomes may vary from those presented.
PROJECTED CASH FLOWS FROM USF's OPERATING PORTFOLIO


The NAV approved by the Board takes into account the overall valuations of portfolio assets assessed by the Independent Valuer on a semi-annual basis as at 30 June and 31 December. These valuations form part of the NAV calculation of the Company, which is subject to review/audit respectively.
The Company engaged KPMG as the Independent Valuer to calculate the fair value of its assets. KPMG is one of the largest valuation firms in the US with significant experience in estimating the fair value of solar and other renewable energy assets. In line with USF policy, all of its operating assets were externally valued at 30 June 2024.
The Administrator, in conjunction with the Investment Manager, calculates the NAV and the NAV per Ordinary Share, based on the valuation range provided by the Independent Valuer. This is submitted to the Board for its approval. The valuation has been calculated in accordance with Uniform Standards of Professional Appraisal Practice (USPAP) as applied to PV electricity generation systems in the US.
Fair value for operational Solar Assets is derived from a discounted cash flow (DCF) methodology using pre-tax cash flows and a pretax discount rate. In a DCF analysis, the fair value of the assets is the present value of the asset's expected future cash flows, based on a range of operating assumptions for revenues and costs and an appropriate discount rate range.
The Independent Valuer has reviewed a range of sources in determining the fair market valuation of the Solar Assets, including but not limited to:
A broad range of assumptions are used in valuation models. Where possible, assumptions are based on observable long-term historical market or market observations. The budgeted operational costs are based on observed market and/or technical data and the implicit financing costs for leveraged investments are based on market data. The Company also engages technical experts to provide a long-term electricity price forecast which is a critical datapoint used to forecast revenues.
The key assumptions the Directors believe would have a material impact upon the fair value of the investments are set out below.
A sensitivity analysis is used to assess the impact of changes in key assumptions on the fair value of the Company's investments. The sensitivities shown above assume the relevant input is changed over the entire useful life of each of the assets, while all other variables remain constant. All sensitivities have been calculated independently of each other.
Discount rates used in the valuation of the portfolio are derived from long term government bond yields, plus an investment specific risk premium, reflecting the risk of investing in that particular investment. The discount rate also reflects the Independent Valuer's view of the transactional activity in the relevant market along with implied execution discount rates.
As at 30 June 2024, the weighted average discount rate was 9.2% (December 2023: 8.8%). The discount rates are presented on a pre-tax basis.
The sensitivity demonstrates the impact of a change in the discount rate applied to the pre-tax cash flows from all of the Company's assets as at 30 June 2024. A range of +/- 1.0% has been considered to determine the resultant impact on the Company's NAV per share and the fair value of its assets. A sensitivity of +/-1.0% is considered reasonable given historic Company discount rate changes and is in line with discount rate sensitivities utilised by the Company's peers.


The Company's assets are valued based upon a forecast P50 solar energy generation profile (being a 50% probability that this generation estimate will be met or exceeded). A technical adviser has derived this generation estimate considering a range of irradiation datasets, satellite and groundbased measurements, and site-specific loss factors including module performance degradation, module mismatch and inverter losses. These items are then considered in deriving the anticipated production of the individual solar asset (MWh per annum) based upon a 50% probability of exceedance.
This sensitivity estimates the impact on the fair value of the assets and NAV per share of a change of production estimates to P90 (90% probability of being exceeded) and a P10 generation estimate (10% probability of being exceeded).
As P10 generation estimates were not independently obtained for each solar asset around the time of the asset acquisition, the Board has determined a proxy P10 estimate for those assets by assessing the relationship between the independently determined P50 and P90 generation estimates for each of the assets in the Operating Portfolio (e.g. a one year P90 generation estimate might be 92.5% of a one year P50 generation estimate, implying that it is 7.5% lower than the P50 generation estimate).
In determining the proxy P10 generation estimate, the Board has assumed that the relationship between a P50 generation estimate and a P10 generation estimate is the same as that between a P50 generation estimate and a P90 generation estimate in absolute terms. Therefore a one year P10 generation estimate by this methodology would be 107.5% (i.e. 100% +7.5%) of the asset's P50 generation estimate.
Each of the Company's assets have long-term PPAs in place with creditworthy offtakers. PPA prices are not impacted by energy price changes. For the post-PPA period of each asset, the Board uses longterm electricity price forecasts that have been prepared by market consultants in their determination of the fair value of the Company's assets. These forecasts from market consultants take into consideration climate change related factors when pricing the electricity price forecasts.
Long-term electricity price forecasts are obtained every six months from two leading independent power price forecasting firms for each jurisdiction in which the Solar Assets are located. The two most recent electricity price forecasts from each firm are averaged and provided to the Independent Valuer to project the prices at which existing PPAs will be recontracted.
The averaging of curves and providers is used to prevent the valuation of the portfolio being unduly influenced by one forecaster's set of assumptions; to mitigate potential forecaster errors in a particular period; and to reduce the timing risk inherent in valuing the portfolio shortly before curve updates are released. The Independent Valuer assesses these forecast prices for reasonableness against their own internal forecasts and others in the marketplace.
As at 30 June 2024, approximately 36% of the NAV is attributable to contracted cash flows, 62% of the NAV is attributable to uncontracted (merchant period) cash flows (assuming a constant discount rate for contracted and uncontracted cash flows for the purposes of this analysis) and the remaining balance is made up from cash and net working capital adjustments.
The sensitivities show the impact of an increase/decrease in power prices for each year of the power price curve over the remaining economic life after the conclusion of the existing PPAs. A flat 10% increase/ decrease in market electricity prices from forecasted levels over the remaining asset life of all plants has been used in the sensitivity analysis.


The operating costs of the Company's assets include annual operations and maintenance (O&M), asset management (AM), insurance expenses, land lease expenses, major maintenance, and general administration expenses. O&M and AM costs are mostly contracted for periods of up to five years, the costs of operations, maintenance and asset management activities for the assets covered by these contracts are subject to change upon recontracting.
The sensitivity above assumes a 10% increase/decrease in annual operating costs for all underlying assets and the resultant impact on the Company's fair value of investments and NAV per share.
The useful operating life of a solar asset is generally accepted by Independent Valuers to be the lesser of the lease term for the asset site and the independent engineer's assessment of the asset's useful life. The useful life assumption for each asset is typically 35–40 years.
The sensitivity above assumes a three year increase/decrease in the useful operating life of the Company's Solar Assets, and the resultant impact on the Company's fair value of investments and NAV per share.
The US imposes a tax on profits of US resident corporations at a rate of 21%. The sensitivity assumes the US corporate tax rate increases/decreases by 5% (to 26%/16%) and shows the resultant impact on the Company's fair value of investments and NAV per share.
USF considers inflation in terms of potential impact on cash flows from the existing portfolio and NAV. Following a period of higher inflation, there has been a gradual downward trend which is expected to continue.
Higher inflation generally has a positive impact on the Company's NAV through increased merchant pricing expectations, but would be expected to negatively impact the Company's short to medium term portfolio cash flows. This is a result of increased insurance costs, wage and equipment and other costs which may materialise on expiry of short-term O&M and AM contracts versus the more stable revenue from USF's long-term PPAs.
Where there are uncontracted operating costs, the Investment Manager has assumed these costs will be recontracted at existing price levels, escalated in accordance with long term inflation assumptions. The sensitivity above assumes a 10% increase/decrease in inflation rates applied to long term operating costs for all underlying assets and the resultant impact on the Company's fair value of investments and NAV per share.
Base interest rates on the Company's amortising debt facilities are fully hedged for the amortisation period of the relevant loan which includes the initial term and one or more subsequent refinancings. In general, the amortisation period on term loans matches the PPA term.
In line with the broader renewable energy infrastructure sector21, and in the wake of widespread macroeconomic volatility which was further compounded by the uncertainty created by the Company's strategic review and the departure of the USF's previous Investment Manager, the Company's share price traded at a sustained discount to NAV. This is consistent with the peer group due to a continuation of the trends already in place. These include a long period of nearzero interest rates, outgoing asset outflows and a reduced level of investor demand.
The Company's share price based on closing price as at 30 June 2024 was \$0.48, representing a 39.0% discount to the 30 June 2024 NAV. Dividends of \$5.1 million were paid to investors in H1 2024 (December 2023 \$18.7 million), representing a dividend per share* of 2.25 cents for the year.
The graph below represents the Company's performance over the reporting periods since the Company's Ordinary Shares were first listed on the London Stock Exchange, and shows share price total return and net asset value total return performance.
The share price total return exhibits share price appreciation plus dividends assumed to be reinvested since IPO. The NAV total return is based on the NAV appreciation plus dividends paid since the IPO.
All series are rebased to 100 at 16 April 2019, being the date the Company's shares were listed.

21 The average premium/discount to last published NAV as at 30 June 2024 for the renewable energy infrastructure investment company sector was -23.9% (weighted average) and -30.1% (simple average). (Morningstar, 28 June 2024).

USF was established to both capitalise on and contribute to the world's increasing awareness of the impacts of climate change and the need to better manage the world's resources for present and future generations. The Company is focused on sustainability, both in its driving purpose as an investor in solar generation capacity, and also in the way the Company is managed. In addition to USF's sustainable fundamentals, the Company also seeks to conduct its business in a sustainable way, to ensure that its impact on the communities in which it operates is positive and that the risk of potential adverse impacts is reduced or removed entirely.
For more information on the Company's approach to Responsible Investment, please refer to the most recent Sustainability Report22.
The Company recognises that the expanding ESG regulatory landscape means that its stakeholders require increasingly detailed information on the sustainability performance of investments. To support this, the Company has taken significant steps in recent years to align its disclosures with the Taskforce on Climaterelated Financial Disclosures, the EU Sustainable Finance Disclosure Regulation (SFDR) and more recently, alignment with the EU Taxonomy Regulation criteria.
During the period, the UK Sustainability Disclosure Requirements (SDR) came into force on 31 May 2024. Whilst the rule does not directly apply to USF, as it is not an FCA-authorised firm, the Board has a strong commitment to clear and transparent disclosures for investors and, working with the Company's Investment Manager, will always aim to comply with the anti-greenwashing rule and the published guidance23.
The Company draws on the SDGs to demonstrate the positive environmental and social characteristics of its investments. This page highlights the primary SDGs that are supported by the Company's investments, alongside alignment of the full portfolio by fair value. Please refer to Section 1 of the Sustainability Report for more information on the Company's approach to SDG alignment.
The 41 solar power projects in USF's portfolio have a combined capacity of 443 MWDC. These assets generated 365 GWh of renewable electricity in H1 2024, equivalent to powering 33,700 US homes. In addition the 234,500 tCO2 avoided over this same period is equivalent to removing 55,800 US cars from the road.

Solar farms drive innovation in technology and infrastructure related to solar energy generation, such as photovoltaic cell efficiency, energy storage solutions, and smart grid technologies. They contribute to the development of sustainable infrastructure by expanding the renewable energy infrastructure and enhancing energy access and reliability.

Solar farms create employment opportunities throughout their lifecycle, from construction and installation to operation and maintenance. These projects stimulate economic growth by attracting investment, fostering innovation in the renewable energy sector, and supporting local businesses involved in supply chains.

Solar farms play a crucial role in combating climate change by reducing reliance on fossil fuels and decreasing carbon emissions. By generating clean energy, they help to mitigate the impacts of climate change, such as extreme weather events, sea-level rise, and disruptions to ecosystems and communities. Solar energy also contributes to building climate resilience by diversifying energy sources and increasing energy security.

22 USF sustainability report: https://www.ussolarfund.co.uk/sites/default/files/45433_us_solar_fund_sr23.pdf
23 https://www.handbook.fca.org.uk/handbook/ESG/4/3.html
The statistics show the positive contributions the Company's investments are making in support of the SDGs described above.

c.>1.3m
Solar panels generating emissions-free electricity
33,700 US equivalent homes powered in H1 2024


365GWh Total electricity generation
in H1 2024
55,800
Equivalent US cars removed from the road in H1 2024

The Company is exposed to a broad range of events which have the potential to disrupt the Company's business model and/or adversely impact the Company's reputation, financial or operational performance. Utilising a well-developed risk management framework can mitigate the likelihood of occurrence and the impact of such events.
The Board is ultimately responsible for the oversight and effectiveness of the Company's system of internal controls and for setting the risk appetite of the Company. The Board defines the level and type of risk that the Company considers appropriate in accordance with the Company's investment objective and investment policy.
The Company's approach to risk and risk management is set out in the 2023 Annual Report and Financial Statements (pages 46-54), which provides an overview of the principal and emerging risks most relevant to the Company, and their mitigation.
On an ongoing basis, the Board and Investment Manager consider and review the risks to which the Company is exposed.
During the period, there have been no significant changes in the nature or assessment of the principal and emerging risks identified in the 2023 Annual Report. These risks will continue to be the principal risks and uncertainties relevant to the Company during the next six month period.
As noted within the 2023 Annual Report, the geopolitical environment (including the continued existence of major conflicts and territorial tensions) impacts global structures, relationships and the stability of financial markets. While this likely contributes to the ongoing trading discount of the Company shares, it has not directly impacted performance of the portfolio.
During the period, significant attention has been given to the mitigation of risks that do contribute to the performance of the portfolio – and specifically (i) the performance of operations and maintenance subcontractors and the internal processes in place to manage such performance (or underperformance) as the case may be and (ii) internal capabilities to more effectively identify and address performance issues – both through subcontractor management and data capture and analysis. Outcomes of this focus include (A) the replacement of certain subcontractors in connection with the Company's 2 California assets and the development of a broader replacement strategy to ensure optimal subcontracting arrangements and (B) ongoing investment in data capture and analysis tools to provides the Company's asset management team with direct data feeds from all the Company's assets providing granular project-level data to assist in the prompt identification of outages, proactive identification of performance issues within key project equipment, and monitoring of corrective maintenance work undertaken by subcontractors.
OVERVIEW OPERATING REVIEW CORPORATE GOVERNANCE FINANCIAL STATEMENTS
The Directors are responsible for the determination of the Company's investment objective and policy and its investment strategy and have overall responsibility for the Company's activities, including the review of investment activity and performance and the supervision and control of the Investment Manager. The Directors have delegated responsibility for managing the assets comprising the portfolio to the Investment Manager. Further information on the Board is provided at www.ussolarfund.co.uk.


DATE OF APPOINTMENT: February 15, 2019
Gill has spent the majority of her career working in the energy sector, including positions with BP. In 1994 she became CEO of ProShare, a not-for-profit organisation promoting financial education, savings and investment, and employee share ownership. She was a non-executive director of the Financial Services Authority from 1998 until 2004. Subsequently she has held numerous board roles, including being a non-executive director of Liverpool Victoria Friendly Society, a leading insurer, and deputy chair of the Association of Investment Companies. Mrs Nott has served as both a non-executive director and chair of a number of venture capital trusts and investment trusts. She is currently chair of Premier Miton Global Renewables Trust plc, PMGR Securities 2025 plc and Gresham House Renewable Energy VCT 1 plc.
Chair | Member of the Audit Committee, Remuneration and Nomination Committee and Management Engagement Committee

June 29, 2020
Thomas has almost 30 years of experience originating and executing financings and investments in energy and infrastructure assets. Thomas previously served as the chief financial officer for PosiGen Inc., a New Orleans based residential solar and energy efficiency company focused on energy efficiency upgrades and installation of solar on homes in low-income communities. Prior to that, Mr Plagemann was the chief commercial officer at Vivint Solar, a leading residential solar business in the US and held senior positions at Santander Global Banking and Markets, First Solar and GE Capital. Thomas is an elected director on the board of the Solar Energy Industry Association, a non-profit trade association of the solar-energy industry in the US.
Chair of the Management Engagement Committee | Member of the Audit Committee and the Remuneration and Nomination Committee
Each Director named above is or will be a member of the Audit, Remuneration and Nomination, and Management Engagement Committees.

DATE OF APPOINTMENT: February 15, 2019
Jamie is a chartered accountant and has 30 years' experience in fund management, banking and corporate recovery with a focus on the infrastructure and solar sector. Jamie was previously a partner at Foresight Group having joined in 2000. Between 2007 and 2018 he had overall responsibility from inception for the group's infrastructure and solar business in the UK, Australia, Italy, Spain and the US. As a member of the investment committee, he oversaw more than 100 solar projects representing the group's approximately £1.5 billion solar portfolio at the time and led the IPO of Foresight Solar Fund Limited. Prior to Foresight, Jamie worked at PwC, Citibank and Macquarie.
Chair of the Audit Committee, Chair of the Remuneration and Nomination Committee | Member of the Management Engagement Committee

MARK LERDAL NON-EXECUTIVE DIRECTOR
DATE OF APPOINTMENT: October 1, 2024
Mark will join the Company's Board on 1 October 2024. Mark is based in San Franscisco, and is an experienced board director with over thirty years' experience in the energy and renewables sectors. He began his career working with developers, including as CEO of Kenetech, a large wind and alternative energy developer, constructor and operator. He has held several other senior renewables roles including Executive Chair at Leaf Clean Energy, a renewable energy and sustainable technology investment firm formerly listed on the AIM division of the London Stock Exchange. He has a number of board/advisory roles including an adviser to Adapture Renewables and a board member of BluePath Finance.
The Directors are responsible for preparing the Interim Report and financial statements in accordance with applicable law and regulations.
As a Company listed on the London Stock Exchange, US Solar Fund plc is subject to the FCA's Listing Rules and Disclosure and Transparency Rules, as well as to all applicable laws and regulations in England and Wales where it is registered.
The financial statements have been prepared in accordance with UK-adopted international accounting standards. Under the UK Companies Act 2006, the Directors must not approve the financial statements unless they are satisfied they give a true and fair view of the state of affairs of the Company and of the profit or loss for the period. In preparing these financial statements, the Directors should:
The Directors are responsible for keeping proper accounting records which are sufficient to show and explain the Company's transactions and are to disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for preparing the Interim Report and financial statements and the Directors confirm that they consider that, taken as a whole, the Interim Report and financial statements are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy. In accordance with the FCA's Disclosure and Transparency Rules, the Directors confirm to the best of their knowledge that:
The Directors have acknowledged their responsibilities in relation to the financial statements for the period to 30 June 2024.
Signed by order of the Board,
GILL NOTT CHAIR 27 September 2024

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2024 which comprises the Condensed Statement of Profit and Loss and Other Comprehensive Income, the Condensed Statement of Financial Position, the Condensed Statement of Changes in Equity, the Condensed Statement of Cash Flows and related notes 1 to 16.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the halfyearly financial report for the six months ended 30 June 2024 is not prepared, in all material respects, in accordance with United Kingdom adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
We conducted our review in accordance with International Standard on Review Engagements (UK) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 2, the annual financial statements of the company are prepared in accordance with United Kingdom adopted international accounting standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with United Kingdom adopted International Accounting Standard 34, "Interim Financial Reporting".
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.
This Conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410; however future events or conditions may cause the entity to cease to continue as a going concern.
The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
In reviewing the half-yearly financial report, we are responsible for expressing to the company a conclusion on the condensed set of financial statements in the half-yearly financial report. Our Conclusion, including our Conclusion Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.
This report is made solely to the company in accordance with ISRE (UK) 2410. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.
DELOITTE LLP Statutory Auditor London, UK 27 September 2024
| 6 Months ended 30 June 2024 | 6 Months ended 30 June 2023 | ||||||
|---|---|---|---|---|---|---|---|
| Notes | Revenue USD '000 |
Capital USD '000 |
Total USD '000 |
Revenue USD '000 |
Capital USD '000 |
Total USD '000 |
|
| Net loss on investments at fair value through profit and loss |
8 | – | (6,812) | (6,812) | – | (35,273) | (35,273) |
| Dividends received MSA fee income Intercompany loan interest income Interest income |
4 | 3,764 2,069 997 – |
– – – – |
3,764 2,069 997 – |
7,916 2,436 992 8 |
– – – – |
7,916 2,436 992 8 |
| Total income | 6,830 | (6,812) | 18 | 11,352 | (35,273) | (23,921) | |
| Expenditure Administrative and other expenses |
5 | (2,053) | – | (2,053) | – (2,555) |
– | – (2,555) |
| Operating profit/(loss) for the period Loss on foreign exchange |
4,777 – |
(6,812) (12) |
(2,035) (12) |
8,797 – |
(35,273) (27) |
(26,476) (27) |
|
| Profit/(loss) before taxation Taxation |
6 | 4,777 – |
(6,824) – |
(2,047) – |
8,797 – |
(35,300) – |
(26,503) – |
| Profit/(loss) and total comprehensive income for the period Earnings per share (basic and diluted) |
4,777 | (6,824) | (2,047) | 8,797 | (35,300) | (26,503) | |
| – cents/share | 7 | 1.45 | (2.07) | (0.62) | 2.65 | (10.63) | (7.98) |
All items dealt with in arriving at the result for the period relate to continuing operations. There are no other sources of other comprehensive income, therefore no separate statement is presented.
The Total column of this statement represents the Company's profit and loss account. The financial statements have been prepared in accordance with UK-adopted international accounting standards. The supplementary revenue and capital columns are presented for information purposes, in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies, as further explained in Note 2.
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| Notes | USD '000 |
USD '000 |
| Non-current assets | ||
| Investment held at fair value 8 |
228,911 | 254,723 |
| 228,911 | 254,723 | |
| Current assets | ||
| Trade and other receivables 9 |
924 | 3,088 |
| Cash and cash equivalents 8 |
3,346 | 1,554 |
| 4,270 | 4,642 | |
| Total assets | 233,181 | 259,365 |
| Current liabilities | ||
| Trade and other payables 10 |
1,055 | 1,135 |
| Dividends payable 11 |
1,724 | – |
| 2,779 | 1,135 | |
| Net current assets | 1,491 | 3,507 |
| Total net assets | 230,402 | 258,230 |
| Shareholders equity | ||
| Share capital | 3,322 | 3,322 |
| Share premium | 128,036 | 128,036 |
| Capital reduction reserve | 156,067 | 175,008 |
| Capital reserve | (61,297) | (54,473) |
| Retained earnings | 4,274 | 6,337 |
| Total shareholders equity | 230,402 | 258,230 |
| Net asset value per share 12 |
0.75 | 0.78 |
GILL NOTT CHAIR 27 September 2024
| Share capital USD '000 |
Share premium USD '000 |
Capital reduction reserve USD '000 |
Capital reserve USD '000 |
Retained earnings USD '000 |
Total equity USD '000 |
|
|---|---|---|---|---|---|---|
| Balance at 1 January 2024 | 3,322 | 128,036 | 175,008 | (54,473) | 6,337 | 258,230 |
| Dividends | – | – | – | – | (6,840) | (6,840) |
| Return of capital | – | – | (18,610) | – | – | (18,610) |
| Share transaction costs | – | – | (331) | – | – | (331) |
| Profit/(Loss) and total comprehensive income | ||||||
| for the period | – | – | – | (6,824) | 4,777 | (2,047) |
| Balance at 30 June 2024 | 3,322 | 128,036 | 156,067 | (61,297) | 4,274 | 230,402 |
| Capital | ||||||
|---|---|---|---|---|---|---|
| Share | Share | reduction | Capital | Retained | Total | |
| capital | premium | reserve | reserve | earnings | equity | |
| USD | USD | USD | USD | USD | USD | |
| '000 | '000 | '000 | '000 | '000 | '000 | |
| Balance at 1 January 2023 | 3,322 | 128,036 | 175,008 | 8,471 | 5,186 | 320,022 |
| Dividends | – | – | – | – | (9,335) | (9,335) |
| Loss and total comprehensive income | ||||||
| for the period | – | – | – | (35,300) | 8,797 | (26,503) |
| Balance at 30 June 2023 | 3,322 | 128,036 | 175,008 | (26,829) | 4,648 | 284,184 |
| Capital | ||||||
|---|---|---|---|---|---|---|
| Share | Share | reduction | Capital | Retained | Total | |
| capital | premium | reserve | reserve | earnings | equity | |
| USD | USD | USD | USD | USD | USD | |
| '000 | '000 | '000 | '000 | '000 | '000 | |
| Balance at 1 January 2023 | 3,322 | 128,036 | 175,008 | 8,471 | 5,186 | 320,022 |
| Dividends | – | – | – | – | (18,736) | (18,736) |
| Profit/(Loss) and total comprehensive income for the year | – | – | – | (62,944) | 19,888 | (43,056) |
| Balance at 31 December 2023 | 3,322 | 128,036 | 175,008 | (54,473) | 6,337 | 258,230 |
| NOTES | 1 January 2024 to 30 June 2024 USD '000 |
1 January 2023 to 30 June 2023 USD '000 |
|---|---|---|
| Cash flows from operating activities Loss for the period Adjustments for: |
(2,047) | (26,503) |
| Net loss on investments at fair value through profit and loss 8 Losses on foreign exchange |
6,812 12 |
35,273 28 |
| Operating cash flows before movements in working capital | 4,777 | 8,797 |
| Increase/(decrease) in trade and other receivables Increase/(decrease) in trade and other payables |
2,165 (81) |
(98) (181) |
| Net cash generated in operating activities | 6,861 | 8,518 |
| Cash flows used in investing activities Return of capital from investments 8 |
19,000 | – |
| Net cash inflow from investing activities | 19,000 | – |
| Cash flows used in financing activities Cash paid on repurchase of shares Dividends paid |
(18,941) (5,116) |
– (10,099) |
| Net cash outflow from financing activities | (24,057) | (10,099) |
| Net increase/(decrease) in cash and cash equivalents for the period Effect of foreign exchange rate movements Cash and cash equivalents at the beginning of the period |
1,804 (12) 1,554 |
(1,581) (28) 7,326 |
| Cash and cash equivalents at the end of the period | 3,346 | 5,718 |
US Solar Fund Plc (the Company) was incorporated as a Public Company, limited by shares, in England and Wales on 10 January 2019 with registered number 11761009. The registered office of the Company is The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF. Its share capital is denominated in US Dollars and currently consists of Ordinary Shares. The Company's principal activity is to invest in a diversified portfolio of Solar Power Assets located in North America and other countries forming part of the Organisation for Economic Co-operation and Development (OECD) in the Americas.
The Condensed Consolidated Interim Financial Statements have been prepared in compliance with UK adopted International Accounting Standard 34 Interim Financial Reporting ("IAS 34") and using accounting policies consistent with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts", issued by the Association of Investment Companies, (the AIC SORP) in July, 2022. The financial statements have been prepared on a historical cost basis except for the investment portfolio at fair value through the profit or loss. The accounting policies and methods of computation are the same as those applied in the Company's Annual financial statements and should be read in conjunction with the Company's Annual financial statements as at 31 December 2023.
A copy of the statutory accounts for the year ended 31 December 2023 has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not draw attention to any matters by way of emphasis and did not contain statements under Section 498(2) or (3) of the Companies Act 2006.
In terms of the AIC SORP, the Company presents an Income Statement which shows amounts split between those which are revenue and capital in nature. The determination of the revenue or capital nature of a transaction is determined by giving consideration to the underlying elements of the transaction. Capital transactions are considered to be those arising as a result of the appreciation or depreciation in the value of assets, whether due to the retranslation of assets held in foreign currency or fair value movements on investments held at fair value through profit and loss. Revenue transactions are all transactions, other than those which have been identified as capital in nature.
The currency of the primary economic environment in which the Company operates (the functional currency) is US Dollar which is also the presentation currency.
In assessing the going concern basis of accounting the Directors have had regard to the guidance issued by the Financial Reporting Council. In addition, note 10 to the Annual financial statements includes the policies and processes for managing its capital, its financial risk management, details of its financial instruments and its exposure to credit risk and liquidity risk.
The Company generated a loss after tax of \$2.0 million which included a fair value loss of \$6.8 million and operating cash inflows of \$6.9 million for the period. As at 30 June 2024, the Company is in a net current asset position of \$1.5 million and has available cash of \$3.3 million. As of the same date, the Company's subsidiary, USF Holding Corp., has available cash of \$2.1 million, which is available to meet the obligations of the Company. The Directors and the Investment Manager have so far been able to ensure the operational and trading integrity of the Company, and based on the aforementioned the Company appears to have sufficient cash resources to continue its operations for a period of at least 12 months from the date of approval of the accounts. As such the Directors believe that the Company will continue into the foreseeable future and have adopted the going concern basis of preparation in preparing these financial statements. In addition, the Company (through a wholly owned US subsidiary) had access to a \$20 million revolving credit facility with Fifth Third Bank National Association (RCF). The RCF provides liquidity for capital expenditures, working capital and general corporate purposes. With an undrawn balance of \$20 million as at 30 June 2024 as well as at the date of this report, the RCF provides additional liquidity for capital expenditures, working capital and general corporate purposes.
The Board is of the opinion that the Company is engaged in a single segment business, being the investment in Solar Power Assets located in North America and other countries forming part of the Organisation for Economic Co-operation and Development in the Americas.
The accounting policies adopted in the preparation of the Condensed Consolidated Interim Financial Statements are consistent with those followed in the preparation of the Company's Annual Report and Accounts for the year ended 31 December 2023. The adoption of new standards, interpretations and amendments in the current year has not had a material impact. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective at 30 June 2024.
| 1 January 2024 | 1 January 2023 | |
|---|---|---|
| to 30 June 2024 | to 30 June 2023 | |
| USD | USD | |
| '000 | '000 | |
| Bank interest | – | 8 |
| – | 8 |
| 1 January 2024 | 1 January 2023 | |
|---|---|---|
| to 30 June 2024 | to 30 June 2023 | |
| USD | USD | |
| '000 | '000 | |
| Administrative fees | 150 | 72 |
| Director & officer insurance | 43 | 45 |
| Directors fees | 135 | 130 |
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 102 | 106 |
| Fees payable to the Company's auditor for non-audit services1 | 22 | 28 |
| Investment Management expenses | 8 | 4 |
| Investment Management fees | 1,209 | 1,497 |
| Legal and professional fees2 | 193 | 445 |
| Regulatory fees | 6 | 6 |
| Sundry expenses | 185 | 222 |
| 2,053 | 2,555 |
The non-audit services provided related to the review of the interim report as well as an agreed-upon procedures engagement.
Elevated levels in prior period due to one-off costs associated with the strategic review.
The Company has no employees and therefore no employee related costs have been incurred.
The Company is approved as an Investment Trust Company with effect as of 16 April 2019 and is subject to tax at the UK corporation tax rate of 19% up to 31 March 2023, after which the rate in corporation tax increased to 25% effective 1 April 2023. An Investment Trust Company can claim a corporation tax deduction for dividends designated as interest distributions that are derived from net interest income. Therefore, no UK corporation tax charge has been recognised by the Company for the period ended 30 June 2024.
| 1 January 2024 | 1 January 2023 | |
|---|---|---|
| to 30 June 2024 | to 30 June 2023 | |
| USD | USD | |
| '000 | '000 | |
| Tax charge in profit or loss: | ||
| – UK corporation tax | – | – |
Earnings per share amounts are calculated by dividing the profit or loss for the period attributable to ordinary equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period. As there are no dilutive instruments outstanding, basic and diluted earnings per share are identical.
| 1 January 2024 | 1 January 2023 | |
|---|---|---|
| to 30 June 2024 | to 30 June 2023 | |
| USD | USD | |
| '000 | '000 | |
| Net loss attributable to ordinary shareholders | (2,047) | (26,503) |
| Weighted average number of Ordinary Shares for the period | 329,649,467 | 332,192,361 |
| Earnings per share – Basic and diluted (cents per share) | (0.62) | (7.98) |
| 30 June 2024 USD '000 |
31 December 2023 USD '000 |
|
|---|---|---|
| Financial asset Financial assets at fair value through profit and loss: |
||
| Investment in subsidiary | 228,911 | 254,723 |
| Financial assets at amortised cost: Cash at bank |
3,346 | 1,554 |
| Total financial assets | 232,257 | 256,277 |
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| USD | USD | |
| '000 | '000 | |
| Financial liabilities | ||
| Financial liabilities at amortised cost: Trade and other payables | 1,055 | 1,135 |
| Dividends payable | 1,724 | – |
| Total financial liabilities | 2,779 | 1,135 |
At the balance sheet date, all financial assets and liabilities were measured at amortised cost except for the investment in subsidiary which is measured at fair value.
The following table analyses within the fair value hierarchy the Company's assets measured at fair value at 30 June 2024. The fair value hierarchy to be applied under IFRS13 is as follows:
– Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
| Investment in subsidiary | – | – | 228,911 |
|---|---|---|---|
| '000 | '000 | '000 | |
| USD | USD | USD | |
| Level 1 | Level 2 | Level 3 |
The following table analyses within the fair value hierarchy the Company's assets measured at fair value at 31 December 2023:
| Investment in subsidiary | – | – | 254,723 |
|---|---|---|---|
| '000 | '000 | '000 | |
| USD | USD | USD | |
| Level 1 | Level 2 | Level 3 |
The investment at fair value through profit or loss is a Level 3 in the fair value hierarchy and the reconciliation in the movement of this Level 3 investment is presented below. No transfers between levels took place during the period.
| 30 June 2024 USD |
31 December 2023 USD |
|
|---|---|---|
| '000 | '000 | |
| Opening balance Less: Capital returned in the year |
254,723 (19,000) |
317,634 – |
| Total fair value movement through the profit or (loss) | (6,812) | (62,911) |
| Closing balance | 228,911 | 254,723 |
The Company's policy is to recognise transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer.
In accordance with the guidelines of the Company's valuation policy, all assets held as at 30 June 2024 have been valued by an external valuation expert, as they are now fully operational.
The NAV approved by the USF Board takes into account the overall valuations of portfolio assets assessed by the Independent Valuer on a semi-annual basis as at 30 June and 31 December. These valuations form part of the NAV calculation of the Company, which is subject to review/audit.
The Company engaged KPMG as the Independent Valuer to calculate the fair value of its assets. KPMG is one of the largest valuation firms in the US with significant experience in estimating the fair value of solar and other renewable energy assets. In line with USF policy, all of its operating assets were externally valued at 30 June 2024.
Based on the valuation range provided by the Independent Valuer, the Administrator, in conjunction with the Investment Manager, calculates the NAV and the NAV per Ordinary Share, and submits the same to the Board for its approval. The valuation has been calculated in accordance with Uniform Standards of Professional Appraisal Practice (USPAP) as applied to PV electricity generation systems in the US. Fair value for operational Solar Assets is derived from a discounted cash flow (DCF) methodology using pre-tax cash flows and a pre-tax discount rate. In a DCF analysis, the fair value of the Solar Power Asset is the present value of the asset's expected future cash flows, based on a range of operating assumptions for revenues and costs and an appropriate discount rate range.
The Independent Valuer has reviewed a range of sources in determining the fair market valuation of the Solar Assets, including but not limited to:
A broad range of assumptions are used in valuation models. Where possible, assumptions are based on observable long-term historical market or market observations. The budgeted operational costs are based on technical data and the implicit financing costs for leveraged investments are based on market data. The Company also engages technical experts to provide long-term electricity price forecast which is a critical datapoint used to forecast revenues.
Discount rates used in the valuation of the portfolio are derived from long term government bond yields, plus an investment specific risk premium, reflecting the risk of investing in that particular investment. Such premium is considered to implicitly include the market's assessment of the risk posed by climate factors. The discount rate also reflects the Independent Valuer's view of the transactional activity in the relevant market along with implied execution discount rates. As at 30 June 2024, the weighted average discount rate was 9.2% (December 2023: 8.8%). The discount rates are presented on a pre-tax basis.
Set out below are the initial indications of the key assumptions the Directors believe would have a material impact upon the fair value of the investments should they change. In the absence of an operating business model for each underlying renewable energy asset, the sensitivities have been conducted on the acquisition models of these assets. The following sensitivities assume the relevant input is changed over the entire useful life of each of the underlying renewable energy assets, while all other variables remain constant. All sensitivities have been calculated independently of each other.
The Directors consider the changes in inputs to be within a reasonable expected range based on their understanding of market transactions. This is not intended to imply that the likelihood of change or that possible changes in value would be restricted to this range.
| Change in NAV per share | ||||
|---|---|---|---|---|
| Change in input | Change in NAV | USD (M) | USD (cents) | |
| Electricity production (change from P50) | P90 | -31.77 | -10.32 | |
| P10 | +32.18 | +10.45 | ||
| Discount rate | +1% | -25.29 | -8.21 | |
| -1% | +30.66 | +9.96 | ||
| Inflation rate | +1% | +26.66 | +8.66 | |
| -1% | -21.30 | -6.92 | ||
| Merchant period electricity prices | -10% | -22.74 | -7.39 | |
| +10% | +22.80 | +7.41 | ||
| Operating expenses | +10% | -18.64 | -6.05 | |
| -10% | +18.21 | +5.92 | ||
| Operating expenses inflation rate | +1% | -16.59 | -5.39 | |
| -1% | +14.11 | +4.58 | ||
| Operating life | - 3 years | -9.51 | -3.09 | |
| + 3 years | +7.57 | +2.46 | ||
| Tax rate | +5% | -4.52 | -1.47 | |
| -5% | +4.47 | +1.45 |
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| USD | USD | |
| '000 | '000 | |
| Amounts receivable from subsidiary | 842 | 2,888 |
| Prepayments | 82 | 67 |
| VAT receivable | – | 133 |
| 924 | 3,088 |
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| USD | USD | |
| '000 | '000 | |
| Creditors and operating accruals | 482 | 916 |
| Investment management fee accrual | 573 | 219 |
| 1,055 | 1,135 |
| Capital | Total Share | |||||
|---|---|---|---|---|---|---|
| Reduction | Capital | |||||
| Ordinary Shares | Treasury Shares | Share Capital | Share Premium | Reserve | Reserves | |
| Number | Number | USD | USD | USD | USD | |
| 000 | '000 | '000 | '000 | '000 | '000 | |
| As at 31 December 2023 | 332,192 | – | 3,322 | 128,036 | 175,008 | 306,366 |
| Return of capital | (24,359) | 24,359 | – | – | (18,610) | (18,610) |
| Share transaction costs | – | – | – | – | (331) | (331) |
| As at 30 June 2024 | 307,833 | 24,359 | 3,322 | 128,036 | 156,067 | 287,425 |
The Company has an authorised share capital of 500,000,000 Ordinary Shares.
On incorporation the Company issued one Ordinary Share of \$0.01 which was fully paid up.
Following a successful application to the High Court and lodgement of the Company's statement of capital with the Registrar of Companies, the Company was permitted to cancel its share premium account. This was effected on 21 June 2019 by a transfer of the balance of \$194 million from the share premium account to the capital reduction reserve. The capital reduction reserve is classed as a distributable reserve and dividends to be paid by the Company are to be offset against this reserve.
On 3 May 2024 the Company announced the commencement Tender Offer to return up to \$19 million to shareholders. On 11 June 2024 the Company announced that following the results of the Tender Offer, 24,358,974 shares would be repurchased under the Tender offer, at a price of \$0.764 per share. These shares are held in Treasury.
In line with its target dividend, the Company declared a dividend of 0.56 cents per share, totalling \$1.7 million for the period ending 30 June 2024.
Basic NAV per share is calculated by dividing the Company's net assets as shown in the statement of financial position that are attributable to the ordinary equity holders of the Company by the number of Ordinary Shares outstanding at the end of the period. As there are no dilutive instruments outstanding, basic, and diluted NAV per share are identical.
| 30 June 2024 | 31 December 2023 | |
|---|---|---|
| USD | USD | |
| '000 | '000 | |
| Net assets per Statement of Financial Position | 230,402 | 258,230 |
| Ordinary Shares in issue as at period end | 307,833 | 332,192 |
| NAV per share – Basic and diluted | 0.75 | 0.78 |
The nature and purpose of each of the reserves included within equity at 30 June 2024 are as follows:
The only movements in these reserves during the year are disclosed in the statement of changes in equity.
The Company and the Directors are not aware of any person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company. The Company does not have an ultimate controlling party.
Details of related parties are set out below:
Directors are paid fees of £44,100 per annum. In total, Gill Nott receives £68,040 per annum in respect of serving as Chair of the Board and Jamie Richards receives £55,125 per annum in respect of serving as Chair of the Audit Committee.
Total Directors' fees of \$0.1 million were incurred in respect of the period (30 June 2023: \$0.1 million) with none being outstanding and payable at the period end.
The Company previously issued loans totalling \$43 million to its subsidiary USF Holding Corp. The principal portions of the loans are repayable in 7 years from issuance. The loans bear interest at rates of 5% and 4.1% respectively, payable semi-annually in arrears.
The Investment Manager is entitled to management fees under the terms of the Investment Management Agreement. The Company shall pay to the Investment Manager an annual fee (exclusive of value added tax, which shall be added where applicable) payable quarterly in arrears calculated at the rate of:
| Assets under management | Fee based on NAV |
|---|---|
| < \$500 million | 1.0% per annum |
| \$500 million to \$1 billion | 0.9% per annum |
| > \$1 billion | 0.8% per annum |
Based on the Net Asset Value on the last Business Day of the relevant quarter.
The Management Fee due in respect of each quarter shall be invoiced by the Manager to the Company as at the final Business Day of the relevant quarter, and shall be due and payable in the following manner:
For the avoidance of doubt, where there are C Shares in issue, the advisory fee will be charged on the Net Asset Value attributable to the Ordinary Shares and C Shares respectively.
A management fee of \$1.2 million was incurred during the period (30 June 2023: \$1.5 million), of which \$0.6 million remained payable at 30 June 2024 (30 June 2023: \$0.7 million).
In addition to the management fee, the Manager shall also be entitled to payment of the following:
No debt arrangement fees and no asset construction services fees were paid during the period. As asset management fee of \$0.6 million was incurred during the period (30 June 2023: \$0.6 million) of which \$0.3 million remained payable at 30 June 2024 (30 June 2023: \$0.3 million)
The Company had no contingencies and no other significant capital commitments at the reporting date.
Other than those disclosed in this report, there were no events after the reporting date which require disclosure.
| AGM | The Company's Annual General Meeting |
|---|---|
| AIC | Association of Investment Companies |
| AIIA | The Company's Investment Manager, Amber Infrastructure Investment Advisor, LLC, a member of the Amber Infrastructure Group |
| Amber | Amber Infrastructure Group |
| Amber Infrastructure Group |
Amber Infrastructure Group Holdings Limited and its subsidiaries |
| APMs | In accordance with ESMA Guidelines on Alternative Performance Measures (APMs) the Board has considered what APMs are included in the Interim Report and financial statements which require further clarification. An APM is defined as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. APMs included in the Interim Report and financial statements are identified as non-GAAP measures and are defined within this glossary |
| Average NAV | Average of published NAVs for the relevant periods |
| Board | Board of Directors of the Company |
| Boyd Watterson | A real estate and fixed income investment manager headquartered in Cleveland. Strategic transaction announced with Amber Infrastructure in May 2024 |
| Cash Dividend Cover | Non-GAAP measure. Cash dividend payments to investors covered by the net cash generation from the portfolio. This measure shows the sustainability of the cash dividend payments made by the Company. As this measure is presented on a portfolio basis, there is no near comparable in the financial statements. Dividends paid can be found disclosed in the financial statements and notes to the financial statements |
| COD | Commercial Operations Date |
| Company | US Solar Fund plc (USF) or "the Group" when referring to the Company and its investment portfolio subsidiaries |
| Dividend paid | Non-GAAP measure. Represents dividends paid, as disclosed in the financial statements. This measure provides information on the Company's dividend performance. Dividends paid can be found disclosed in the financial statements and notes to the financial statements |
| Dividend per share | Non-GAAP measure. Represents dividends paid per Ordinary Share issued, as disclosed in the financial statements. This measure provides information on the Company's dividend performance. Dividends paid and number of issued shares can be found disclosed in the financial statements and notes to the financial statements |
| ESG | Environmental, Social and Governance |
| EU Taxonomy | EU Taxonomy for Sustainable Activities |
| FCA | Financial Conduct Authority |
| GAV | Gross asset value. Calculated as NAV plus outstanding debt |
| Gearing | Non-GAAP measure. The face value of drawn debt as a percentage of the Gross Asset Value (GAV – calculated as NAV plus outstanding debt). This measure shows the portfolio's debt ratio. As this measure is presented on a portfolio basis, there is no near comparable in the financial statements |
| IFRS | International Financial Reporting Standards |
| Investment Manager | Amber Infrastructure Investment Advisor, LLC, a member of the Amber Infrastructure Group appointed as the Company's Investment Manager on 1 December 2023. Prior to 1 December 2023, the Company was managed by New Energy Solar Manager, Pty Ltd |
| IOU | Investor-owned utility (a private company acting as a public utility) |
| IPO | The Company's initial public offering completed on 11 April 2019 made pursuant to a prospectus dated 26 February 2019 |
| Hunt | Amber's long-term investor, US-based, Hunt Companies, Inc |
| LSE | London Stock Exchange |
| MS2 | Mount Signal 2 Project: a 200MW solar farm located in southern California. The Company sold its 50% interest in MS2 in June 2023 |
|---|---|
| MSA | On 28 June 2019, the Company entered into a Management Services Agreement (MSA) with its subsidiary USF Holding Corp |
| NAV | Net Asset Value. Non-GAAP measure. Represents the equity attributable to equity holders of the parent in the Balance Sheet. This terminology is used as it is common investment sector terminology and so is the most understandable to the users of the Interim Report. Components of NAV are further discussed throughout the Interim Report, including from page 28 |
| NAV per Share | Non-GAAP measure. This is a measure of Net Asset Value (or NAV) per Ordinary Share in the Company and is calculated as the NAV divided by the total number of shares in issue at the balance sheet date. Represents the equity attributable per share to equity holders of the parent in the Balance Sheet. This terminology is used as it is common investment sector terminology and so is the most understandable to the users of the Interim Report |
| NAV total return | Non-GAAP measure. This is a measure of Net Asset Value (or NAV) total return. NAV total return is based on dividends paid throughout the period and NAV movement since inception. There is no direct reconciliation to the financial statements, being a calculation instead derived from the Company's NAV. However a nearest comparison were this measure based on a figure in the financial statements is provided in the Operating Review, Investor Relations, Total Shareholder Return and NAV total return paragraph |
| O&M | Operations and Maintenance |
| OECD | Organisation for Economic Co-operation and Development |
| Offtaker | Purchaser of electricity and/or RECs under a PPA and/or a REC Agreement (as defined in Part XI (Glossary of Terms) of the Prospectus) |
| Operational dividend cover |
Non-GAAP measure. Operational dividend cover excludes certain components to reflect the coverage from operational revenue generation in the period. As this measure is presented on a portfolio basis, there is no near comparable in the financial statements. Dividends paid can be found disclosed in the financial statements and notes to the financial statements |
| Ordinary Share | Ordinary Shares with a nominal value of \$0.01 each in the capital of the Company issued and designated as 'Ordinary Shares' of such class (denominated in such currency) as the Directors may determine in accordance with the Articles and having such rights and being subject to such restrictions as are contained in the Articles |
| Portfolio cash flows | Non-GAAP measure. Calculated as total project revenue after deducting project operating expenses, payments to tax equity and portfolio debt expenses as set out in the Operating Review: Financial Management section. As this measure is presented on a portfolio basis, there is no near comparable in the financial statements. Dividends paid can be found disclosed in the financial statements and notes to the financial statements |
| PPA | Power purchase agreement (as defined in Part XI (Glossary of Terms) of the Prospectus) |
| Project revenue | Non-GAAP measure. Defined as revenue derived from the Company's portfolio, excluding proceeds from the sale of Mount Signal 2. As this measure is presented on a portfolio basis, there is no near comparable in the financial statements. Dividends paid can be found disclosed in the financial statements and notes to the financial statements |
| Premium/(discount) to NAV |
Non-GAAP measure. The percentage by which the closing share price on comparable dates exceeds/(falls short of) the NAV per share. There is no direct reconciliation to the financial statements, being a calculation instead derived from the Company's share price |
| Prospectus | US Solar Fund Prospectus dated April 2021 |
| QF | Qualifying facility, as defined under PURPA. QFs are a special class of generating facility defined by law and categorised as either a cogeneration facility or small power production facility |
| REC | Renewable energy certificate (as defined in Part XI (Glossary of Terms) of the Prospectus) |
| REC Agreement | An agreement to purchase RECs (as defined in Part XI (Glossary of Terms) of the Prospectus) |
| RNS | Regulatory news service |
| RPS | Portfolio standards — regulatory mandates to increase energy production from renewable sources other than fossil fuels and nuclear energy |
| SDGs | Sustainable Development Goals |
|---|---|
| SDR | The proposed UK Sustainability Disclosure Requirements |
| SEC | US Securities and Exchange Commission (SEC) |
| SFDR | The EU Sustainable Finance Disclosure Regulation |
| Solar Power Assets | Utility-scale solar power plants and associated infrastructure, which may include transmission and co-located or remotely located energy storage systems such as batteries (as defined in Part XI (Glossary of Terms) of the Prospectus) |
| Total dividend cover | Non-GAAP measure. Total dividend cover is calculated as net portfolio cash generation divided by dividends paid in the year, with an adjustment for items such as cash flow reserves carried forward from operating cash flows generated in prior periods. As this measure is presented on a portfolio basis, there is no near comparable in the financial statements. Dividends paid can be found disclosed in the financial statements and notes to the financial statements |
| TSR | Total Shareholder Return. Non-GAAP measure. Share price appreciation plus dividends assumed to be reinvested since IPO. The total return based on the NAV appreciation plus dividends paid since the IPO. There is no direct reconciliation to the financial statements, being a calculation instead derived from the Company's share price. However a nearest comparison were this measure based on a figure in the financial statements is provided in the Operating Review, Investor Relations, Total Shareholder Return and NAV total return paragraph |
| Utility Scale Solar Power Plants |
Large-scale grid connected solar power plants, being solar photovoltaic generation power plants with capacity of at least 1MW but typically in a range of 20MW to 200MW (as defined in Part XI (Glossary of Terms) of the Prospectus) |
Gill Nott Jamie Richards Thomas Plagemann
Amber Infrastructure Investment Advisor LLC 1330 Avenue of the Americas, New York, NY 10019
COMPANY SECRETARY JTC (UK) Limited The Scalpel, 18th Floor 52 Lime Street, London, EC3M 7AF
Deloitte LLP 2 New Street Square, London, EC4A 3BZ
KPMG LLP Suite 1000, 620 South Tryon Street, Charlotte, North Carolina, 28202-1842
LEGAL ADVISER Hogan Lovells International LLP Atlantic House, Holborn Viaduct, London EC1A 2FG
Kaso Legg Communications 40 Queen Street London, EC4R 1DD Docusign Envelope ID: E2610212-78B7-498B-8052-C8382E802368
US Solar Fund PLC
Interim Report and Financial Statements 2024
The Scalpel, 18th Floor 52 Lime Street, London EC3M 7AF
www.ussolarfund.co.uk
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