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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-56544

CIM OPPORTUNITY ZONE FUND, L.P.

(Exact name of registrant as specified in its charter)

Delaware

83-2441037

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

4700 Wilshire Boulevard

Los Angeles,

California

90010

(Address of principal executive offices)

(Zip code)

(323)

860-4900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2024, there were 1,757,000 Limited Partnership Units of CIM Opportunity Zone Fund, L.P. outstanding.

Table of Contents

CIM OPPORTUNITY ZONE FUND, L.P. AND SUBSIDIARIES

Table of Contents


			Page
PART I — FINANCIAL INFORMATION			3
Item 1. Financial Statements (Unaudited)			3
Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023			3
Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023			4
Consolidated Statements of Changes in Partners’ Capital and Redeemable Partners’ Capital for the three and six months ended June 30 2024 and 2023			5
Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023			6
Notes to Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosures About Market Risk			35
Item 4. Controls and Procedures			35
PART II — OTHER INFORMATION			37
Item 1. Legal Proceedings			37
Item 1A. Risk Factors			37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 3. Defaults Upon Senior Securities			37
Item 4. Mine Safety Disclosures			37
Item 5. Other Information			37
Item 6. Exhibits			38
Signatures			39

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CIM OPPORTUNITY ZONE FUND, L.P.

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit amounts) (unaudited)


	June 30, 2024		December 31, 2023
ASSETS
Land	$	178,263	$	170,472
Building and improvements	465,489		449,844
Solar facilities	857,613		842,911
Intangible assets	14,246		13,381
Real estate under development	254,016		168,174
Total investments in real estate	1,769,627		1,644,782
Accumulated depreciation and amortization	(58,785)		(25,213)
Total investments in real estate, net	1,710,842		1,619,569
Investments in unconsolidated entities, at fair value	156,208		148,219
Cash and cash equivalents	329,793		401,476
Restricted cash	3,473		2,091
Accounts receivable, net	47,629		22,300
Contributions receivable	616		971


Right of use asset	32,920		33,327
Property acquisition deposits	—		12,019
Prepaid expenses and other assets	8,052		22,507
Total Assets	$	2,289,533	$	2,262,479
LIABILITIES
Notes payable, at fair value	$	291,497	$	275,957
Accounts payable and accrued expenses	68,707		86,354
Prepaid rent and other liabilities	3,729		4,841

Lease liability	35,681		35,441
Intangible liabilities, net	32,821		34,564
Due to related party	493		7,504
Distributions payable	33		2,603

Advance capital contributions	500		—


Total Liabilities	433,461		447,264
COMMITMENTS AND CONTINGENCIES (NOTE 11)
REDEEMABLE PARTNERS’ CAPITAL: 1,756,452 and 1,737,820 limited partnership units issued and outstanding as of June 30, 2024 and December 31, 2023	2,119,576		2,019,090
PARTNERS’ CAPITAL
GENERAL PARTNER: 548 and 543 limited partnership units issued and outstanding as of June 30, 2024 and December 31, 2023	883		866
Retained earnings (deficit)	(378,143)		(316,191)
Total partners’ capital excluding noncontrolling interests	(377,260)		(315,325)
Non-controlling interests	113,756		111,450
Total Partners’ Capital	(263,504)		(203,875)
TOTAL LIABILITIES, REDEEMABLE PARTNERS’ CAPITAL AND PARTNERS’ CAPITAL	$	2,289,533	$	2,262,479

The accompanying notes are an integral part of these consolidated financial statements.

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CIM OPPORTUNITY ZONE FUND, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands) (unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues:			(As Restated)				(As Restated)
Solar revenue	$	38,216	$	—	$	65,455	$	—
Rental and other property income	9,175		5,415		17,959		10,154
Total Revenues	47,391		5,415		83,414		10,154
Expenses:
Management fees to related party	9,252		7,934		18,336		15,669


Expense reimbursement to related parties	771		395		1,590		908
Interest expense and other	3,525		2,950		6,964		5,634
General and administrative expense	190		1,095		3,166		1,909
Depreciation and amortization expense, net	11,982		3,019		24,565		5,995
Real estate tax	1,341		1,391		2,666		2,800

Solar and property operating expense	10,861		1,971		19,627		3,657
Total Expenses	37,922		18,755		76,914		36,572
Other income (expense):
Other income	—		—		2,923		—
Interest and other income	2,481		1,578		5,190		3,453


Gain (loss) on investments in unconsolidated entities	2,709		(2,240)		7,989		(1,439)
Change in fair value of notes payable	(5,216)		149		(7,010)		301
Total other (expense) income	(26)		(513)		9,092		2,315

Net income (loss)	9,443		(13,853)		15,592		(24,103)
Net income (loss) attributable to non-controlling interests	920		(1,361)		59		(2,580)
Net income (loss) attributable to CIM Opportunity Zone Fund, L.P.	$	8,523	$	(12,492)	$	15,533	$	(21,523)

The accompanying notes are an integral part of these consolidated financial statements.

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CIM OPPORTUNITY ZONE FUND, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL AND REDEEMABLE PARTNERS’ CAPITAL

(in thousands) (unaudited)


	Redeemable Partners’ Capital
	Limited Partners		Affiliated Limited Partners		General Partner		Retained Earnings (Deficit)		Non-Controlling Interests		Total Partners’ Capital
Balance as of January 1, 2024	$	1,964,897	$	54,193	$	866	$	(316,191)	$	111,450	$	(203,875)
Fixed return decrease	(116)		(3)		—		—		—		—
Fixed return increase	119		—		—		—		—		—
Capital contributions	25,570		—		—		—		1,715		1,715
Distributions	—		(32,530)		—		—		—		—




Net income (loss)	6,530		472		8		—		(861)		(853)
Change in fair value of redeemable Limited Partners’ capital	8,062		246		—		(8,308)		—		(8,308)
Balance as of March 31, 2024	2,005,062		22,378		874		(324,499)		112,304		(211,321)
Fixed return decrease	(74)		(1)		—		—		—		—
Fixed return increase	75		—		—		—		—		—
Capital contributions	29,978		—		—		—		547		547
Distributions	—		—		—		—		(15)		(15)
Net change in unrealized incentive allocation	(14,845)		14,845		—		—		—		—



Net income	8,327		187		9		—		920		929
Change in fair value of redeemable Limited Partners’ capital	53,113		531		—		(53,644)		—		(53,644)
Balance as of June 30, 2024	$	2,081,636	$	37,940	$	883	$	(378,143)	$	113,756	$	(263,504)


	Redeemable Partners’ Capital
	Limited Partners		Affiliated Limited Partners		General Partner		Retained Earnings (Deficit)		Non-Controlling Interests		Total Partners’ Capital
Balance as of January 1, 2023 — As Restated	$	1,656,821	$	26,836	$	956	$	(44,974)	$	109,040	$	65,022
Fixed return decrease	(338)		(5)		—		—		—		—
Fixed return increase	343		—		—		—		—		—
Capital contributions	63,785		—		—		—		11,827		11,827
Distributions	—		(4,900)		—		—		—




Net loss	(9,010)		(20)		(1)		—		(1,219)		(1,220)
Change in fair value of redeemable Limited Partners’ capital	(14,690)		(238)		—		14,928		—		14,928
Balance as of March 31, 2023 — As Restated	1,696,911		21,673		955		(30,046)		119,648		90,557
Fixed return decrease	(274)		(3)		—		—		—		—
Fixed return increase	277		—		—		—		—		—
Capital contributions	56,417		—		—		—		3,066		3,066





Net loss	(12,434)		(55)		(3)		—		(1,361)		(1,364)
Change in fair value of redeemable Limited Partners’ capital	(10,905)		(142)		—		11,047		—		11,047
Balance as of June 30, 2023 — As Restated	$	1,729,992	$	21,473	$	952	$	(18,999)	$	121,353	$	103,306

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

CIM OPPORTUNITY ZONE FUND, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)


	Six Months Ended June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES			(As Restated)
Net income (loss)	$	15,592	$	(24,103)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization, net	24,565		5,995
Straight-line rental income	(127)		(5,413)
Amortization of right-of-use asset	407		415


(Gain) loss on investments in unconsolidated entities	(7,989)		1,439
Change in fair value of notes payable	7,010		(301)
Changes in operating assets and liabilities:


Prepaid expenses and other assets	13,097		1,293
Accounts payable and accrued expenses	(4,712)		15,411
Lease liabilities	240		231
Due to related party	(6,742)		(11,753)

Prepaid rent and other liabilities	(1,112)		137
Accounts receivable, net	(25,202)		(3,475)



Net Cash Provided by (Used In) Operating Activities	15,027		(20,124)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of investments	(9,799)		(10,082)
Additions to investments	(107,609)		(533,910)


Net Cash Used In Investing Activities	(117,408)		(543,992)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions received	58,665		134,984
Distributions paid	(35,115)		(4,900)
Notes payable borrowing	10,442		29,302
Repayment of notes payable	(1,912)		—

Net Cash Provided by Financing Activities	32,080		159,386
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(70,301)		(404,730)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF THE PERIOD	403,567		685,265
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH- END OF THE PERIOD	$	333,266	$	280,535
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	329,793	$	279,379
Restricted cash	3,473		1,156
Total cash and cash equivalents and restricted cash	$	333,266	$	280,535

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

1. ORGANIZATION

CIM Opportunity Zone Fund, L.P., (the “Fund”), a Delaware limited partnership, was formed on November 1, 2018 and commenced operations on January 21, 2019 (the “Initial Closing”). The Fund is governed by the Fifth Amended and Restated Limited Partnership Agreement, dated as of March 18, 2024 (as amended and restated, the “Partnership Agreement”). The Fund is organized as an open-ended vehicle for the purpose of investing in infrastructure and real estate, through entities that acquire, own, develop or re-develop and operate infrastructure and real estate assets, including assets in low-income communities in the United States that have been designated as “Opportunity Zones” pursuant to Section 1400Z-1 of the Internal Revenue Code of 1986 (the “Code”) and which meet the criteria described in the Partnership Agreement. The Fund’s objective is generating returns from capital appreciation and operating income once development of these assets is complete. The Fund’s assets under development had plans in place or were operating at the time of the Fund’s acquisition that are strategic to each asset achieving current income and appreciation of value. The Fund engages third parties or affiliates of the Manager (also referred to as the “development manager”) to provide development management services and in consideration pays development management fees.

At least 90% of the Fund’s assets will consist of “qualified opportunity zone property”, which enables the Fund to be classified as a “qualified opportunity fund” within the meaning of Section 1400Z-2 of the Code (a “QOF”). The Fund qualified, and intends to continue to qualify, as a QOF beginning with its taxable year ended December 31, 2020.

The general partner of the Fund is CIM Opportunity Zone Fund GP, LLC, a Delaware limited liability company (the “General Partner”), and an affiliate of CIM Group, LLC (together with its controlled affiliates, “CIM”). One or more affiliates of CIM acts as the manager of the Fund (the “Manager”). The Fund also has limited partners (the “Limited “Partners”, affiliated limited partners (the “Affiliated Limited Partners”) and, together with the General Partner, the “Partners”)).

The Fund shall continue until it is dissolved and subsequently terminated upon (a) a determination made by the General Partner at any time in its discretion, (b) the bankruptcy, termination, dissolution or withdrawal of the General Partner, (c) the consent of a majority of the Limited Partners by number and the consent of 75% of Limited Partners by units to dissolve the Fund or (d) the entry of a decree of dissolution with respect to the Fund.

Subject to legal, tax, regulatory and other similar considerations, all calls for capital from the Limited Partners shall be made pursuant to a notice, and unless otherwise determined in the General Partner’s discretion, capital contributions will be drawn first from all commitments made during the same closing date pro rata, and 100% of such commitments will be funded prior to calling capital from partners admitted during subsequent closings.

As of June 30, 2024, total capital commitments and capital contributions from the partners are summarized as follows (in thousands):


Capital Commitments		Capital Contributions		Unfunded Commitments
$	2,001,547	$	2,001,547	$	—

2. CHANGE IN BASIS OF ACCOUNTING (RESTATEMENT)

As previously disclosed in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2023, following the filing of the Fund’s Form 10, in May 2023 the staff of the Securities and Exchange Commission (the “Staff”) began a review of the Fund’s Form 10. Part of this review focused on the appropriateness of the Fund’s application of Accounting Standards Codification 946, Financial Services – Investment Companies (“ASC 946”). Ultimately, the Staff advised the Fund that it did not agree with the Fund’s application of ASC 946 in its financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Following the review process and after further consideration, the Fund concluded that its historical interim financial statements for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023 should be restated.

Description of Restatement Adjustments

The Fund has historically presented its annual audited and interim unaudited financial statements using investment company accounting methods based on its interpretation of the criteria prescribed under ASC 946. These accounting and financial reporting methods generally resulted in the presentation of the assets and liabilities of the Fund on a fair value

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

basis, rather than at historical cost. The restated financial statements will generally reflect the assets and liabilities of the Fund at historical cost, net of depreciation and amortization, rather than at fair value. Additionally, the restated financial statements include the consolidated accounts and results of operations for the entities in which the Fund has determined that it has a controlling financial interest, and redeemable limited partners’ capital is classified as non-permanent equity. The Fund’s financial statements previously included a Schedule of Investments, which is not a required schedule for a historical cost-basis entity.

Restatement Reconciliation Tables

In light of the foregoing, in accordance with ASC 250, Accounting Changes and Error Corrections, the Fund has restated the previously issued consolidated financial statements for the three and six months ended ended June 30, 2023 to reflect the effects of the restatement adjustments, and to make certain corresponding disclosures. The following tables present a reconciliation of the consolidated statements of operations, consolidated statement of changes in partners’ capital, and consolidated statements of cash flows as previously reported for such prior periods to the restated amounts (in thousands).


	Three Months Ended June 30, 2023						Six Months Ended June 30, 2023
	As Previously Reported		Adjustment		As Restated		As Previously Reported		Adjustment		As Restated
Statements of Operations / Consolidated Statements of Operations
Rental and other property income	$	—	$	5,415	$	5,415	$	—	$	10,154	$	10,154
Total Revenues	—		5,415		5,415		—		10,154		10,154
Management fees to related party	7,934		—		7,934		15,669		—		15,669


Expense reimbursement to related parties	—		395		395		—		908		908
Interest expense and other	625		2,325		2,950		625		5,009		5,634
General and administrative expense	—		1,095		1,095		—		1,909		1,909
Depreciation and amortization expense	—		3,019		3,019		—		5,995		5,995
Real estate tax	—		1,391		1,391		—		2,800		2,800
Property operating expense	—		1,971		1,971		—		3,657		3,657
Organization costs	12		(12)		—		81		(81)		—
Administrative expenses	965		(965)		—		1,987		(1,987)		—
Total Expenses	9,536		9,219		18,755		18,362		18,210		36,572
Other income (expense):

Interest and other income	27		1,551		1,578		244		3,209		3,453


Loss on investments in unconsolidated entities	—		(2,240)		(2,240)		—		(1,439)		(1,439)
Net change in unrealized (loss) gain on investments	(14,033)		14,033		—		(29,388)		29,388		—
Change in fair value of notes payable	—		149		149		—		301		301
Total other (expense) income	(14,006)		13,493		(513)		(29,144)		31,459		2,315

Net loss	(23,542)		9,689		(13,853)		(47,506)		23,403		(24,103)
Net loss attributable to non-controlling interests	—		(1,361)		(1,361)		—		(2,580)		(2,580)
Net loss attributable to CIM Opportunity Zone Fund, L.P.	$	(23,542)	$	11,050	$	(12,492)	$	(47,506)	$	25,983	$	(21,523)

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)


	Redeemable Partners’ Capital
Statement of Changes in Net Assets - As Previously Reported	Limited Partners		Affiliated Limited Partners		Limited Partners		Affiliated Limited Partners		General Partner		Retained Earnings (Deficit)		Non-Controlling Interests		Total Partners’ Capital
Balance as of January 1, 2023 - as reported	$	—	$	—	$	1,656,821	$	26,836	$	519	$	—	$	—	$	1,684,176
Net investment loss before fixed return	—		—		(8,595)		(14)		—		—		—		(8,609)
Fixed return decrease	—		—		(338)		(5)		—		—		—		(343)
Fixed return increase	—		—		343		—		—		—		—		343
Net change in unrealized gain on investments	—		—		(15,105)		(244)		(6)		—		—		(15,355)
Capital contributions	—		—		63,785		—		—		—		—		63,785
Distributions	—		—		—		(4,900)		—		—		—		(4,900)



Balance as of March 31, 2023 - as reported	$	—	$	—	$	1,696,911	$	21,673	$	513	$	—	$	—	$	1,719,097
Net investment loss before fixed return	—		—		(9,488)		(20)		(1)		—		—		(9,509)
Fixed return decrease	—		—		(274)		(3)		—		—		—		(277)
Fixed return increase	—		—		277		—		—		—		—		277
Net change in unrealized gain on investments	—		—		(13,851)		(177)		(5)		—		—		(14,033)
Capital contributions	—		—		56,417		—		—		—		—		56,417




Balance as of June 30, 2023 - as reported	$	—	$	—	$	1,729,992	$	21,473	$	507	$	—	$	—	$	1,751,972


	Redeemable Partners’ Capital
Statement of Changes in Partners’ Capital and Redeemable Partners’ Capital- Adjustments	Limited Partners		Affiliated Limited Partners		Limited Partners		Affiliated Limited Partners		General Partner		Retained Earnings (Deficit)		Non-Controlling Interests		Total Partners’ Capital
Balance as of January 1, 2023	$	1,656,821	$	26,836	$	(1,656,821)	$	(26,836)	$	437	$	(44,974)	$	109,040	$	(1,619,154)
Net investment loss before fixed return	—		—		8,595		14		—		—		—		8,609
Fixed return decrease	(338)		(5)		338		5		—		—		—		343
Fixed return increase	343		—		(343)		—		—		—		—		(343)
Net change in unrealized gain on investments	—		—		15,105		244		6		—		—		15,355
Capital contributions	63,785		—		(63,785)		—		—		—		11,827		(51,958)
Distributions	—		(4,900)		—		4,900		—		—		—		4,900

Net income	(9,010)		(20)		—		—		(1)		—		(1,219)		(1,220)
Change in fair value of redeemable Limited Partners’ capital	(14,690)		(238)		—		—		—		14,928		—		14,928
Balance as of March 31, 2023	$	1,696,911	$	21,673	$	(1,696,911)	$	(21,673)	$	442	$	(30,046)	$	119,648	$	(1,628,540)
Net investment loss before fixed return	—		—		9,488		20		1		—		—		9,509
Fixed return decrease	(274)		(3)		274		3		—		—		—		277
Fixed return increase	277		—		(277)		—		—		—		—		(277)
Net change in unrealized gain on investments	—		—		13,851		177		5		—		—		14,033
Capital contributions	56,417		—		(56,417)		—		—		—		3,066		(53,351)


Net income	(12,434)		(55)		—		—		(3)		—		(1,361)		(1,364)
Change in fair value of redeemable Limited Partners’ capital	(10,905)		(142)		—		—		—		11,047		—		11,047
Balance as of June 30, 2023	$	1,729,992	$	21,473	$	(1,729,992)	$	(21,473)	$	445	$	(18,999)	$	121,353	$	(1,648,666)

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)


	Redeemable Partners’ Capital
Statement of Changes in Partners’ Capital and Redeemable Partners’ Capital- As Restated	Limited Partners		Affiliated Limited Partners		Limited Partners		Affiliated Limited Partners		General Partner		Retained Earnings (Deficit)		Non-Controlling Interests		Total Partners’ Capital
Balance as of January 1, 2023 - as restated	$	1,656,821	$	26,836	$	—	$	—	$	956	$	(44,974)	$	109,040	$	65,022

Fixed return decrease	(338)		(5)		—		—		—		—		—		—
Fixed return increase	343		—		—		—		—		—		—		—

Capital contributions	63,785		—		—		—		—		—		11,827		11,827
Distributions	—		(4,900)		—		—		—		—		—		—

Net income	(9,010)		(20)		—		—		(1)		—		(1,219)		(1,220)
Change in fair value of redeemable Limited Partners’ capital	(14,690)		(238)		—		—		—		14,928		—		14,928
Balance as of March 31, 2023 - as restated	$	1,696,911	$	21,673	$	—	$	—	$	955	$	(30,046)	$	119,648	$	90,557

Fixed return decrease	(274)		(3)		—		—		—		—		—		—
Fixed return increase	277		—		—		—		—		—		—		—

Capital contributions	56,417		—		—		—		—		—		3,066		3,066


Net income	(12,434)		(55)		—		—		(3)		—		(1,361)		(1,364)
Change in fair value of redeemable Limited Partners’ capital	(10,905)		(142)		—		—		—		11,047		—		11,047
Balance as of June 30, 2023 - as restated	$	1,729,992	$	21,473	$	—	$	—	$	952	$	(18,999)	$	121,353	$	103,306

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)


	Six Months Ended June 30, 2023
	As Previously Reported		Adjustment		As Restated
Consolidated Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(47,506)	$	23,403	$	(24,103)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities
Purchase of/additions to investments	(302,048)		302,048		—
Depreciation and amortization, net	—		5,995		5,995
Straight-line rental income	—		(5,413)		(5,413)
Amortization of right-of-use asset	—		415		415


Loss (gain) on investments in unconsolidated entities	—		1,439		1,439
Net change in unrealized gain on investments	29,388		(29,388)		—

Change in fair value of notes payable	—		(301)		(301)
Changes in operating assets and liabilities:
Property acquisition deposits	34,727		(34,727)		—

Prepaid expenses and other assets	(103)		1,396		1,293
Accounts payable and accrued expenses	90		15,321		15,411
Lease liabilities	—		231		231
Due to related party	(284)		(11,469)		(11,753)

Prepaid rent and other liabilities	—		137		137
Accounts receivable, net	—		(3,475)		(3,475)

Management fees payable to related party	(249)		249		—
Interest payable	625		(625)		—
Net Cash Provided by (Used In) Operating Activities	(285,360)		265,236		(20,124)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of investments	—		(10,082)		(10,082)
Additions to investments	—		(533,910)		(533,910)

Net Cash (Used In) Provided by Investing Activities	—		(543,992)		(543,992)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions received	120,202		14,782		134,984
Distributions paid	(10,416)		5,516		(4,900)
Notes payable borrowing	—		29,302		29,302
Proceeds from notes payable to Fund’s investments	50,000		(50,000)		—

Net Cash Provided by Financing Activities	159,786		(400)		159,386
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(125,574)		(279,156)		(404,730)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF THE PERIOD	139,958		545,307		685,265
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH- END OF THE PERIOD	$	14,384	$	266,151	$	280,535
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	14,384	$	264,995	$	279,379
Restricted cash	—		1,156		1,156
Total cash and cash equivalents and restricted cash	$	14,384	$	266,151	$	280,535

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements include all adjustments, consisting of normal recurring items, necessary for their fair statement in conformity with U.S. GAAP. Interim results are not necessarily indicative of results for a full year. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The information included in this Quarterly Report on Form 10-Q should be read in

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

conjunction with the audited financial statements and notes thereto of CIM Opportunity Zone Fund, L.P. for the fiscal year ended December 31, 2023.

Principles of Consolidation — The accompanying interim consolidated financial statements include the accounts of the Fund and its wholly-owned subsidiaries. The portions of equity in consolidated subsidiaries that are wholly-owned and are not attributable, directly or indirectly, to the Fund are presented as non-controlling interests. All intercompany balances and transactions have been eliminated in consolidation.

In determining whether the Fund has controlling interests in an entity and is required to consolidate the accounts in that entity, the Fund analyzes its investments in accordance with standards set forth in U.S. GAAP to determine whether the entities are variable interest entities (“VIEs”), and if so, whether the Fund is the primary beneficiary. The Fund’s judgment with respect to its level of influence or control over an entity and whether the Fund is the primary beneficiary of a VIE involves consideration of various factors, including the form of the Fund’s ownership interest, the Fund’s voting interest, the size of the Fund’s investment (including loans), and the Fund’s ability to participate in major policy-making decisions. The Fund’s ability to correctly assess its influence or control over an entity affects the presentation of its investments on the Fund’s consolidated financial statements.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Investments in Real Estate and Infrastructure — Investments in real estate and infrastructure are stated at cost, less accumulated depreciation and amortization. The Fund considers the period of future benefit of each respective asset to determine the appropriate useful life. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives as follows:


Buildings and improvements			15 - 40 years
Furniture, fixtures, and equipment			3 - 5 years
Tenant improvements			Lesser of useful life or lease term
Intangible lease assets and liabilities			Lease term
Solar batteries			13 years
Solar assets			35 years

Capitalized Project Costs

The Fund capitalizes project costs, including pre-construction costs, interest expense, property taxes, insurance, and other costs directly related and essential to the development, redevelopment, or construction of a project, while activities are ongoing to prepare an asset for its intended use. Costs incurred after a project is substantially complete and ready for its intended use are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. Ordinary repairs and maintenance are expensed as incurred.

Recoverability of Investments in Real Estate and Infrastructure — The Fund continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate investments may not be recoverable. Investments in real estate and infrastructure are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If, and when, such events or changes in circumstances are present, the recoverability of assets to be held and used requires significant judgment and estimates and is measured by a comparison of the carrying amount to the future undiscounted cash flows expected to be generated by the assets and their eventual disposition. If the undiscounted cash flows are less than the carrying amount of the assets, an impairment is recognized to the extent the carrying amount of the assets exceeds the estimated fair value of the assets. The process for evaluating real estate impairment requires management to make significant assumptions related to certain inputs, including rental rates, lease-up period, occupancy, estimated holding periods, capital expenditures, growth rates, market discount rates and terminal capitalization rates. These inputs require a subjective evaluation based on the specific property and market. Changes in the assumptions could have a significant impact on either the fair value, the amount of impairment charge, if any, or both. Any asset held for sale is reported at the lower of the asset’s carrying amount or fair value, less costs to sell. When an asset is identified by the Fund as held for sale, the Fund will cease recording depreciation and amortization of the asset. The Fund did not recognize any impairment of long-lived assets during the three and six

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

months ended June 30, 2024 and 2023. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in detail in Note 4 — Fair Value Measurements. See also Note 5 — Investments in Real Estate for further discussion regarding real estate investment activity.

Allocation of Purchase Price of Real Estate and Infrastructure Investments — The Fund determines whether a purchase qualifies as an asset acquisition or meets the definition of an acquisition of a business. Acquisition of real estate and infrastructure assets for development are generally recognized at cost, including the related transaction costs, as asset acquisitions. The Fund applies the acquisition method to all acquired real estate and infrastructure investments. The purchase consideration of the real estate, which includes the transaction costs incurred in connection with such acquisitions, is recorded on a relative fair value basis to the acquired tangible assets, consisting primarily of land, land improvements, building and improvements, tenant improvements, and furniture, fixtures, and equipment, and identified intangible assets and liabilities, consisting of the value of acquired above-market and below-market leases, above and below-market solar agreements, in-place leases and ground leases, if any, based in each case on their relative fair values. Assumed debt is recorded at fair value based upon the present value of the expected future payments and current interest rates.

In allocating the purchase consideration of the identified intangible assets and liabilities of an acquired property, above-market, below-market, and in-place lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the remaining non-cancelable term of the lease, and for below-market agreements, over a period equal to the initial term plus any below-market fixed-rate renewal periods. Acquired above-market and below-market leases are amortized and recorded to rental and other property income over the initial terms of the respective leases.

The aggregate value of other acquired intangible assets, consisting of in-place leases and tenant relationships, is measured by the estimated cost of operations during a theoretical lease-up period to replace in-place leases, including lost revenues and any unreimbursed operating expenses, plus an estimate of deferred leasing commissions for in-place leases. The value of in-place leases is amortized over the remaining non-cancelable periods of the respective leases. If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are written-off.

Investments in Unconsolidated Entities, at Fair Value — The Fund accounts for its investments in unconsolidated entities under the equity method, as the Fund has the ability to exercise significant influence over the investments. The Fund’s investments in unconsolidated entities are carried under the fair value option pursuant to ASC 825, Financial Instruments on the Fund’s consolidated balance sheets, with any changes in the fair value of such investments recognized in the consolidated statements of operations.

The fair values of investments are estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. Investments without a public market are valued based on applicable valuation techniques. Such valuation techniques include discounted cash flow analysis, applying market capitalization rates or earnings multiples to earnings from the investment, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties, consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, as well as independent external appraisals. In general, multiple valuation techniques are taken into consideration when measuring the fair value of an investment. However, in certain circumstances, a single valuation may be appropriate, such as during the development phase of the project, where the “Cost Method” may be most appropriate for construction in progress, with the “Comparative Sales Approach” applied to the value of the underlying land. Upon completion, the investment would typically be valued utilizing the Discounted Cash Flow (“DCF”) and Comparative Sales approaches. Weighting of the appraisal methods represents an approximation of how marketplace participants would underwrite the investment in current market conditions as of the measurement date.

Notes Payable, at Fair Value — The Fund has elected the fair value option for its notes payable, and records the changes in fair value in the consolidated statements of operations. See Note 4 — Fair Value Measurements for further details on the assumptions used.

Accounts Payable and Accrued Expenses — Accounts payable and accrued expenses include accrued capital expenditures of $49.0 million and $61.9 million, respectively, as of June 30, 2024 and December 31, 2023.

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

Noncontrolling Interests — Noncontrolling interests represent the interests in various properties owned by third parties.

Leases — The Fund has lease agreements with lease and non-lease components. The Company has elected to not separate non-lease components from lease components for all classes of underlying assets (primarily real estate assets) and will account for the combined components as rental and other property income. Non-lease components included in rental and other property income include certain tenant reimbursements for maintenance services (including common-area maintenance services or “CAM”), real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. As a lessor, the Fund has further determined that this policy will be effective only on a lease that has been classified as an operating lease and the revenue recognition pattern and timing is the same for both types of components.

Significant judgments and assumptions are inherent in not only determining if a contract contains a lease, but also the lease classification, terms, payments, and, if needed, discount rates. Judgments include the nature of any options, including if they will be exercised, evaluation of implicit discount rates and the assessment and consideration of “fixed” payments for straight-line rent revenue calculations.

Lease costs represent the initial direct costs incurred in the origination, negotiation and processing of a lease agreement. Such costs include outside broker commissions and other independent third-party costs and are amortized over the life of the lease on a straight-line basis. Costs related to salaries and benefits, supervision, administration, unsuccessful origination efforts and other activities not directly related to completed lease agreements are expensed as incurred. Upon successful lease execution, leasing commissions are capitalized.

Redeemable Partners’ Capital — Limited Partners may request a partial or total redemption of their units upon the expiration of the applicable lock-up period, which is four years from the date of the initial capital contribution made by such limited partner in respect of such capital commitment. As such, the redeemable limited partnership units are presented at the redemption amount in temporary equity under redeemable partners’capital in the consolidated balance sheets. The redemption amount is initially recorded as the contribution amount and is subsequently remeasured at the net asset value as determined in accordance with the Partnership Agreement. Net asset value is calculated as U.S. GAAP partners’ equity adjusted for the redemption value of our limited partnership units. Increases or decreases in the value of limited partnership units will be reflected in retained earnings (deficit). The difference between the carrying amount and the redemption amount is reflected in change in fair value of redeemable limited partners’ capital in the consolidated statements of changes in partners’ capital and redeemable partners’ capital.

Revenue Recognition and Lease Receivables — Rental and other property income is primarily derived from fixed contractual payments from operating leases, and therefore, is generally recognized on a straight-line basis over the term of the lease, which typically begins the date the tenant takes control of the space. When the Fund acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. Variable rental and other property income consists primarily of tenant reimbursements for recoverable real estate taxes and operating expenses which are included in rental and other property income in the period when such costs are incurred, with offsetting expenses in real estate taxes and property operating expenses, respectively, within the consolidated statements of operations. The Fund defers the recognition of variable rental and other property income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved.

The Fund continually reviews whether collection of lease-related receivables, including any straight-line rent, and current and future operating expense reimbursements from tenants is probable. The determination of whether collectability is probable takes into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Upon the determination that the collectability of a receivable is not probable, the Fund will record a reduction to rental and other property income for amounts previously recorded and a decrease in the outstanding receivable. Revenue from leases where collection is deemed to be not probable is recorded on a cash basis until collectability becomes probable. Management’s estimate of the collectability of lease-related receivables is based on the best information available at the time of estimate. The Fund does not use a general reserve approach and lease-related receivables are adjusted and taken against rental and other property income only when collectability becomes not probable.

Solar revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Solar revenue is recognized when the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) services have been rendered; (iii) the price to the customer is fixed or determinable; and (iv) collectability is reasonably assured. Solar revenue from contracts with customers is derived from the generation and sale of renewable electric energy

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

and the environmental attributes and capacity attributes generated by or associated with the facility. For these types of sales, the Fund recognizes revenue at the point in time the electric energy, environmental attributes and capacity attributes are delivered or made available, consistent with the amounts billed to or paid from customers based on rates stipulated in the respective contracts as well as an accrual for amounts earned but not yet billed.

Investment tax credits — Certain of the Fund’s investments generate investment tax credits (“ITC”), which it generally expects to monetize through sale and transfer to third parties for cash consideration. The Fund has elected to account for these types of credits under a government grant model, by analogy to IAS 20. At the time the ITC is generated, the Fund records the ITC at its estimated market value as an other asset and a reduction to the cost of solar facilities, as presented in the consolidated balance sheets. The credit is being recognized over the useful life of the solar facilities, which have a weighted average useful life of 26.7 years, as a reduction to depreciation and amortization expense, net, in the consolidated statement of operations. Upon sale of the ITC, the Fund will recognize the difference between the sales proceeds and the recorded value of the other asset in other income (expense) in the consolidated statement of operations. To date, as of June 30, 2024, the Fund’s investments have generated approximately $334.8 million of investment tax credits that were recorded at their estimated market value of $308.1 million. During the three and six months ended June 30, 2024, amortization of the ITC was $3.6 million and $7.3 million, respectively, and is reflected as a reduction to depreciation and amortization expense, net, in the consolidated statements of operations. The Fund sold the ITC during the year ended December 31, 2023, and during the six months ended June 30, 2024, the Fund recognized an additional $2.9 million gain included in other income in the consolidated statement of operations. No additional gains were recognized during the three months ended June 30, 2024.

Cash and Cash Equivalents — Cash represents cash deposits held at high-quality financial institutions. Cash equivalents include short-term, highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have maturities of three months or less when purchased. Cash equivalents are carried at cost, plus accrued interest, which approximates fair value. Cash equivalents are held to meet short-term liquidity requirements, rather than for investment purposes.

Restricted Cash — Restricted cash for real estate taxes, insurance, and other miscellaneous reserves, is recorded on the consolidated financial statements in accordance with agreements that require segregation of funds related to the operations of the respective real estate investment or related mortgage payable agreements.

Concentration of Credit Risk — Cash held at major financial institutions is subject to credit risk to the extent those balances exceed the applicable Federal Deposit Insurance Corporation limitations, of up to $250,000 per financial institution.

Contributions Receivable — Contributions receivable represents contributions with an effective date before the period presented but received from investors subsequent to period end.

Property Acquisition Deposits — The Fund may advance certain amounts to acquirees as refundable deposits for impending acquisitions. Upon successful execution of the acquisition, amounts advanced will be reclassified to investments in real estate.

Risk Management — In the normal course of business, the Fund encounters economic risk such as market risk and concentration of investment risk. Market risk reflects changes in the valuation of investments in real estate and equity method investees held by the Fund. Concentration of investment risk represents the risk associated with investments that are concentrated in certain geographic regions and industries.

Income Taxes — The Fund intends to operate in a manner that will allow it to qualify as a partnership for U.S. federal income tax purposes. Generally, an entity that is treated as a partnership for U.S. federal income tax purposes is not a taxable entity and incurs no U.S. federal income tax liability. Accordingly, the Fund does not record a provision for U.S. federal, state, or local income taxes because the partners report their share of the Fund’s income or loss on their income tax returns. If the Fund fails to qualify as a partnership for U.S. federal income tax purposes in any taxable year, and if the Fund is not entitled to relief under the Code for an inadvertent termination of its partnership status, the Fund will be subject to federal and state income tax on its taxable income at regular corporate income tax rates.

The Fund currently qualifies as a QOF commencing with its taxable year ended December 31, 2020 under Section 1400Z-2 of the Code. If, in future periods, the Fund does not satisfy the requirements to be a QOF, it may be subject to penalty taxes as provided under the Code (unless it is eligible for a reasonable-cause exception).

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

ASC 740, Income Taxes (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current period.

Reportable Segments — The Fund’s real estate investments consist of infrastructure and real estate assets located within qualified opportunity zones. The Fund’s management evaluates operating performance on an overall portfolio level; therefore the Fund’s real estate investments are one reportable segment.

Recent Accounting Pronouncements — In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Fund is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements and disclosures.

4. FAIR VALUE MEASUREMENTS

In determining fair value, the Fund uses various valuation approaches. The definition of estimated fair value is applied on a consistent basis with that required by ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 establishes a fair value measurement framework, provides a single definition of fair value, and requires expanded disclosure summarizing fair value measurements. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability.

The FASB issued guidance that establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value in a market-based measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the FASB established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or through corroboration with observable market data; and

Level 3 — Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as internally developed valuation models.

In instances where the determination of a fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

The following describes the methods the Fund uses to estimate the fair value of the Fund’s financial assets and liabilities:

Investments in unconsolidated entities, at fair value — Investments in unconsolidated entities are generally valued using Level 3 inputs. The Fund’s valuations are prepared by third-party valuation firms in accordance with the Uniform Standards of Professional Appraisal Practice (“USPAP”). The fair values of investments are estimated based on the price that would be received to sell the Fund’s interests in the unconsolidated entity in an orderly transaction between marketplace participants at the measurement date. Investments without a public market are valued based on assumptions made and valuation techniques. Such valuation techniques include discounted cash flow analysis, prevailing market capitalization rates or earnings multiples applied to earnings from the investment, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties, consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, as well as independent external appraisals. In general, multiple valuation techniques are taken into consideration when measuring the fair value of an

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

investment. However, in certain circumstances, a single valuation may be appropriate, such as during the development phase of the project, where the “Cost Method” may be most appropriate for construction in progress, with the “Comparative Sales Approach” applied to the value of the underlying land. Upon completion, the investment would typically be valued utilizing the Discounted Cash Flow (“DCF”) and Comparative Sales approaches. Weighting of the appraisal methods represents an approximation of how marketplace participants would underwrite the investment in current market conditions as of the measurement date.

Notes payable — The fair value of notes payable is determined by a third-party appraiser who discounts the difference between contract and market debt service cash flows using market interest. The third-party appraiser also considers multiple valuation techniques (e.g., par, prepayment penalty) and applies a reconciliation among relevant methods. The fair value analysis is updated quarterly and reviewed by senior management. The market rate is determined by giving consideration to one or more of the following criteria, as appropriate: (i) interest rates for loan of comparable quality and maturity and (ii) the value of the underlying collateral. The Fund’s notes payable are classified within Level 3 of the fair value hierarchy.

Other financial instruments — The Fund considers the carrying values of its cash and cash equivalents, restricted cash, tenant receivables, accounts payable and accrued expenses, other liabilities, due to affiliates and distributions payable to approximate their fair values because of the short period of time between their origination and their expected realization as well as their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments.

Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Fund could realize, or be liable for, upon disposition of the financial assets and liabilities. The Fund evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. The Fund does not expect that changes in classifications between levels will be frequent.

Items Measured at Fair Value on a Recurring Basis

In accordance with the fair value hierarchy described above, the following tables show the fair value of the Fund’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, are as follows (in thousands):


Description	Total Fair Value as of June 30, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in unconsolidated entities	$	156,208	$	—	$	—	$	156,208
Notes payable	$	291,497	$	—	$	—	$	291,497


Description	Total Fair Value as of December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in unconsolidated entities	$	148,219	$	—	$	—	$	148,219
Notes payable	$	275,957	$	—	$	—	$	275,957

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s financial assets and liabilities that are categorized within Level 3 of the fair value hierarchy as of June 30, 2024:


Investment	Fair Value as of June 30, 2024 (in thousands)		Valuation Techniques		Unobservable Input	Range/Amount (Weighted Average)
Investments in Unconsolidated Entities
Renewable Energy	$	156,208	Sales comparison		Value per acre	$	35,000
			Blended approach		Discounted cash flow weighting	60.0		%
					Cost approach weighting	40.0		%
			Discounted cash flow		Discount rate	7.3% - 12.5%
						(8.1%)
					Investment tax credit rate	30.0		%
					Investment tax credit eligibility	94.9		%
					Economic useful life	35 years
Debt
Notes Payable	$	291,497	Net present value		Market interest rate	6.4% - 8.8%
						(8.0%)
			Discounted cash flow	(1)	Discount rate	6.0		%
					Investment tax credit rate	30.0		%
					Investment tax credit eligibility	97.5		%
					Economic useful life	40 years

___________________

(1)Represents the valuation techniques and unobservable inputs for the underlying value of the solar project that the respective notes payable value is tied to.

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)


Investment	Fair Value as of December 31, 2023 (in thousands)		Valuation Techniques	Unobservable Input	Range/Amount (Weighted Average)
Investments in Unconsolidated Entities
Renewable Energy	$	148,219	Sales comparison	Value per acre	$	35,001
			Blended approach	Discounted cash flow weighting	60.0		%
				Cost approach weighting	40.0		%
			Discounted cash flow	Discount rate	7.3% - 12.5%
					(7.9%)
				Investment tax credit rate	30.0		%
				Investment tax credit eligibility	94.9		%
				Economic useful life	35 years
Debt
Notes Payable	$	275,957	Net present value	Market interest rate	6.4% - 8.9%
					(8.0%)
			Discounted cash flow	Discount rate	6.0		%
				Investment tax credit rate	30		%
				Investment tax credit eligibility	97.5		%
				Economic useful life	40 years

Under the sales comparison technique, the significant unobservable input used in the fair value measurement of the Fund’s investments is value per acre. Increases or decreases in the value per acre may result in a lower or higher fair value measurement, respectively.

Under the discounted cash flow technique, the significant unobservable input used in the fair value measurement of the Fund’s investments is the discount rate, investment tax credit rate, investment tax credit eligibility and economic useful life, as applicable. Increases or decreases in the rates in isolation may result in a higher or lower fair value measurement, respectively. An increase or decrease in the discount rate used to determine fair value would result in a decrease or increase to the fair value, respectively. An increase or decrease in the investment tax credit rate or investment tax credit eligibility would result in an increase or decrease to the fair value, respectively.

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

The following table presents the changes in assets and liabilities classified in Level 3 of the fair value hierarchy for the six months ended June 30, 2024 and 2023 (in thousands):


Description	Investments in Unconsolidated Entities		Notes Payable
Beginning balance, January 1, 2024	$	148,219	$	275,957

Notes payable borrowing	—		10,442
Repayment of notes payable	—		(1,912)

Unrealized gain on investments in unconsolidated entities	7,989		—
Change in fair value of notes payable	—		7,010

Ending balance, June 30, 2024	$	156,208	$	291,497

Beginning balance, January 1, 2023	$	151,066	$	232,937

Notes payable borrowing	—		29,302
Unrealized loss on investments in unconsolidated entities	(1,439)		—
Change in fair value of notes payable	—		(301)

Ending balance, June 30, 2023	$	149,627	$	261,938

5. INVESTMENTS IN REAL ESTATE

2024 Transactions — During the six months ended June 30, 2024, the Fund acquired an interest in three properties under development for an aggregate purchase price of $9.8 million (the “2024 Property Acquisitions”), which were accounted for as asset acquisitions and includes $25,000 of acquisition-related expenses that were capitalized. The following table summarizes the 2024 Property Acquisitions (dollar amounts in thousands):


Real Estate Investment	Ownership	Acquisition Date	Purchase Price
Hotel — Los Angeles, CA	99%	March 26, 2024	$	5,001
Multifamily — Los Angeles, CA	99%	March 26, 2024	$	3,103
Retail — Los Angeles, CA	99%	May 13, 2024	$	1,695

2023 Transactions — During the six months ended June 30, 2023, the Fund acquired an interest in four properties for an aggregate purchase price of $44.8 million (the “2023 Property Acquisitions”), which were accounted for as asset acquisitions and includes $109,000 of acquisition-related expenses that were capitalized. The following table summarizes the 2023 Property Acquisitions (dollar amounts in thousands):


Real Estate Investment	Ownership	Acquisition Date	Purchase Price
Office — Los Angeles, CA	99%	March 1, 2023	$	7,022
Multifamily — Los Angeles, CA	99%	March 15, 2023	$	13,542
Multifamily — Los Angeles, CA	99%	March 30, 2023	$	19,903
Office — Los Angeles, CA	99%	April 20, 2023	$	4,342

The results of operations of the properties the Fund acquired have been included in the consolidated statements of operations from the dates of acquisition. The following table summarizes the purchase price allocation for the 2024 and 2023 Property Acquisitions (in thousands):


	2024 Property Acquisitions		2023 Property Acquisitions
Land	$	7,768	$	28,028
Building and improvements	2,031		16,771
Intangible assets (1)	—		10

Total purchase price	$	9,799	$	44,809

___________________

(1)The amortization period for acquired intangible assets is 5.1 years for 2023 Property Acquisitions.

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

Consolidated Joint Ventures — The Fund’s consolidated joint ventures, as described below, are variable interest entities and the Fund has been determined to be the primary beneficiary.

As of June 30, 2024, the Fund had a 62% interest in a joint venture (the “Dallas Consolidated Joint Venture”) with total assets of $335.3 million, which included $286.1 million of real estate assets, net of accumulated depreciation and amortization of $17.7 million, and total liabilities of $182.9 million, including debt outstanding of $142.3 million. The Fund has the ability to control operating and financial policies of the Dallas Consolidated Joint Venture. There are restrictions on the use of these assets as the Fund may be required to obtain the partner’s (the “Dallas Consolidated Joint Venture Partner”) approval in accordance with the joint venture agreement for certain major transactions. The Fund and the Dallas Consolidated Joint Venture Partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls.

As of June 30, 2024, the Fund had a 91% interest in a joint venture (the “Washington D.C. Consolidated Joint Venture”) with total assets of $124.7 million, which included $119.3 million of real estate assets, net of accumulated depreciation and amortization of $11.2 million, and total liabilities of $66.5 million, including debt outstanding of $64.9 million. The Fund has the ability to control operating and financial policies of the Washington D.C. Consolidated Joint Venture.

6. INTANGIBLE ASSETS AND LIABILITIES

Intangible assets and liabilities consisted of the following as of June 30, 2024 and December 31, 2023 in thousands, except weighted average life remaining):


	June 30, 2024		December 31, 2023
Intangible lease assets:
In-place leases and other intangibles, net of accumulated amortization of $2,608 and $1,997, respectively (with a weighted average life remaining of 9.3 years and 9.3 years, respectively)	$	11,638	$	11,384
Intangible liabilities:
Acquired below-market renewable energy certificate (“REC”) agreement, net of accumulated amortization of $2,179 and $436, respectively (with a weighted average life remaining of 9.5 years and 10.0 years, respectively)	$	32,821	$	34,564

Amortization expense for the in-place leases and other intangibles and the below-market REC agreement is included in depreciation and amortization expense, net, in the accompanying consolidated statements of operations.

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

The following table summarizes the amortization related to the intangible lease assets and liabilities for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
In-place lease and other intangible amortization	$	304	$	307	$	610	$	605
Below-market REC agreement amortization	$	872	$	—	$	1,743	$	—

As of June 30, 2024, the estimated amortization relating to the intangible assets and liabilities is as follows (in thousands):


	Amortization
	In-Place Leases and Other Intangibles		Below-Market REC Agreement
Remainder of 2024	$	607	$	1,727
2025	1,225		3,455
2026	1,273		3,455
2027	1,283		3,455
2028	1,282		3,455
Thereafter	5,968		17,274
Total	$	11,638	$	32,821

7. INVESTMENTS IN UNCONSOLIDATED ENTITIES

The following table details the Fund’s investments in unconsolidated entities (dollars in thousands):


			Carrying Value
Property	Ownership	Acquisition Date	June 30, 2024		December 31, 2023
Solar — Lemoore, CA	27%	December 13, 2019	$	137,242	$	134,637
Solar — Lemoore, CA	15%	December 13, 2019	18,966		13,582
Total investments in unconsolidated entities			$	156,208	$	148,219

The Fund’s investments in unconsolidated entities includes debt of $10.1 million and $10.4 million, respectively, as of June 30, 2024 and December 31, 2023. The Fund’s proportional share of the asset level encumbrances are included in the Fund’s net equity investment within investments in unconsolidated entities in the consolidated balance sheets.

8. DEBT

The following table summarizes the debt balances as of June 30, 2024 and December 31, 2023, and the debt activity for the six months ended June 30, 2024 (in thousands):


			Six months ended June 30, 2024
	December 31, 2023		Debt Issuances & Assumptions		Repayments		Fair Value Adjustment		June 30, 2024
Notes Payable:
Fixed rate notes payable	$	146,000	$	—	$	—	$	—	$	146,000
Variable rate notes payable	133,725		10,442		(1,912)		—		142,255
Total notes payable	279,725		10,442		(1,912)		—		288,255
Fair value adjustment	(3,768)		—		—		7,010		3,242
Total notes payable, at fair value	$	275,957	$	10,442	$	(1,912)	$	7,010	$	291,497

As of June 30, 2024, the aggregate outstanding principal balance of the Fund’s notes payable was $288.3 million and the fair value was $291.5 million. The Fund’s mortgage notes payable are collateralized by the respective property on which the debt was placed. The mortgage notes payable are nonrecourse, and contain various restrictions and covenants

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

with which the Fund was in compliance as of June 30, 2024. The Fund’s notes payable are held at fair value, as reflected on the consolidated balance sheets, as further described in Note 4 — Fair Value Measurements.

Fixed Rate Notes Payable

As of June 30, 2024, the Fund had a $71.0 million fixed rate note payable with an interest rate per annum of 3.23%, with monthly payments of interest only, maturing on August 12, 2031. As of June 30, 2024, the Fund had a non-interest bearing $75.0 million note payable maturing on December 31, 2047 (the “Convertible Note”) with an affiliated vehicle managed by CIM (the “Lender”). Under the loan agreement, the Lender may convert the outstanding principal balance into equity in the investment. The Convertible Note may be increased to $100 million upon securing a third-party senior construction loan. Payments under the Convertible Note will be made on each date that the Fund makes a distribution, in an amount equal to the Lender’s pro rata share of the total distribution.

Variable Rate Notes Payable

As of June 30, 2024, the Fund had a $142.3 million variable rate note payable with an interest rate per annum of the one-month forward-looking SOFR rate plus a spread of 2.85%, with monthly payments of interest only, maturing on April 24, 2025. As of June 30, 2024, the weighted average interest rate of the Fund’s variable rate notes payable was 8.18%.

Maturities

The following table summarizes the scheduled aggregate principal repayments for the Fund’s outstanding debt subsequent to June 30, 2024 (in thousands):


	Principal Repayments
Remainder of 2024	$	—
2025	142,255
2026	—
2027	—
2028	—
Thereafter	146,000
Total	$	288,255

9. PARTNERS’ CAPITAL AND REDEEMABLE PARTNERS’ CAPITAL

Contributions

Admission, and timing thereof, of new partners into the Fund is at the general discretion of the General Partner. Each Limited Partner may be required on or soon after such Limited Partner’s admission to the Fund, to make a capital contribution to the Fund with respect to its capital commitment in an amount specified in a notice delivered by the General Partner at least three business days prior to the due date of such capital contribution. Thereafter, each Limited Partner shall generally make capital contributions at the discretion of the General Partner in an amount specified in a notice delivered by the General Partner at least ten business days prior to such date and only up to the amount of such Limited Partner’s undrawn commitment.

In connection with each capital contribution, a Limited Partner shall be issued Units based on the Fund’s net asset value (“NAV”) as of such quarter-end. If a Limited Partner makes a capital contribution on a date other than on or around the last day of a quarter, such capital contribution shall generate a fixed return equivalent to an effective rate of 3.0% per annum from the date of such capital contribution until the next date on which the NAV is determined (generally the last calendar day of the quarter in which such capital contribution was made) and such partner will not participate in any other profit or loss, other than management fees, with respect to such capital contributions. The intra-quarter contributions generated fixed returns of $75,000 and $194,000 for the three and six months ended June 30, 2024, and $277,000 and $620,000, respectively, for the three and six months ended June 30, 2023, which are included in the statements of changes in partners’ capital and redeemable partners’ capital as fixed return increase and fixed return decrease. As of June 30, 2024,

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

the Fund had $616,000 of contributions receivable and $500,000 of advance capital contributions in the consolidated balance sheets.

Distributions

The Fund will make distributions pro-rata to the Limited Partners at such time and in such amounts as determined by the General Partner in its discretion. As of June 30, 2024, the Fund had $33,000 of distributions payable in the consolidated balance sheets.

Redeemable Partners’ Capital

Limited Partners may request a partial or total redemption of their units upon the expiration of the applicable lock-up period, which is four years from the date of the initial capital contribution made by such limited partner in respect of such capital commitment, by providing written notice to the General Partner no later than the last calendar day of the quarter immediately preceding such redemption date, subject to certain restrictions as specified in the Partnership Agreement. Redemptions are only made to the extent that the Fund has sufficient cash available to honor redemption requests, as determined in the discretion of the General Partner. In addition, the General Partner or its affiliates may make a partial or total redemption of their units attributable to incentive allocation without notice to the Limited Partners at any time in their discretion.

10. MANAGEMENT FEES, INCENTIVE ALLOCATION AND OTHER RELATED-PARTY TRANSACTIONS

Management fees

The Manager provides investment management services to the Fund. For these services, the Fund pays the Manager management fees in advance on a quarterly basis (the “Management Fees”). The Management Fees are calculated based on each Limited Partner’s Management Fee percentage, which ranged from 1.25% to 2.0% as of June 30, 2024, multiplied by their proportionate share of NAV as of the beginning of the quarter.

Incentive allocation

Pursuant to the Partnership Agreement, the General Partner or an affiliate thereof or other designee of the General Partner, will be allocated net profits (the “Incentive Allocation”) from the Limited Partners at the end of an incentive allocation period, subject to certain performance hurdles being met. The General Partner receives an Incentive Allocation of 20% annually, which is the portion of profits or gains that the General Partner is entitled to above a minimum return threshold. The high watermark is a mechanism that ensures the General Partner only receives an Incentive Allocation if the Fund’s value surpasses the highest previous value. This means that if the Fund’s value decreases below the high watermark, the General Partner will not receive any Incentive Allocation until the value exceeds the previous high point. The hurdle rate, which is set at 6%, is a minimum rate of return that the Fund needs to achieve before the General Partner becomes eligible for the Incentive Allocation. The General Partner is entitled to an 80% catch-up provision once the hurdle rate is met, which means that once the hurdle rate is surpassed, the General Partner will receive 80% of the profits or gains until they have caught up to their entitled share.

The General Partner has designated CIM Opportunity Zone Fund SLP, LLC (the “SLP”), an affiliated Limited Partner, to receive the Incentive Allocation. The General Partner may, in its discretion, waive, reduce or defer Incentive Allocation of all or a portion of the Incentive Allocation attributable to any Units of any Limited Partner. Since inception through June 30, 2024, the Fund has incurred incentive fees and allocation totaling $60.0 million.

Servicing Fees

The General Partner or its affiliates may also provide to the Fund and/or its investments part or all of other services (“Other Services”) that would otherwise be provided by a third party, including servicing fees and reimbursement of allocable costs and expenses incurred in connection with or relating to the performance of any Other Services. Pursuant to such provided services, the General Partner or its affiliates may receive from the Fund and/or its Portfolio Assets, (i) property management fees, (ii) development management fees, (iii) leasing brokerage fees, (iv) fees associated with arranging financings for Portfolio Assets, (v) multifamily residential sales fees, (vi) fees relating to servicing and administering the Portfolio Assets, including special servicing, (vii) fees in connection with or following a foreclosure on the Portfolio Asset and (viii) other related fees in connection with a Portfolio Asset (collectively, “Servicing Fees”). Such Servicing Fees will be either (x) at rates which do not exceed the limits set forth immediately below, (y) at rates that are no

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

less favorable to the Partnership and/or such Portfolio Asset than the arm’s-length rates on which the Fund and/or such Portfolio Asset could obtain comparable services from an unaffiliated service provider taking into account the nature of the relevant asset type and the special services required or (z) at rates that receive the consent of a Review Agent or the Limited Partners:


Fee Type						Limit
Property Management Fees						Not to exceed 5.0% of gross property revenues, plus Allocable Costs and Expenses
Development Management Fees						Not to exceed 4.0% of gross contract price for development, tenant improvements or other capital expenditures, as applicable, plus Allocable Costs and Expenses
Leasing Brokerage Fees						Not to exceed 4.0% of base rent during lease years one through five; 2.0% of base rent after lease year five, in each case, plus Allocable Costs and Expenses. In transactions where there is a participating broker(s), not to exceed 2.0% of base rent during lease years one through five; 1.0% of base rent after year five, in each case, plus Allocable Costs and Expenses
Multifamily Residential Sales Fees						Not to exceed 6.0% of the gross sales price of a residential unit, plus Allocable Costs and Expenses.

The Fund recorded fees and expense reimbursements as shown in the table below for services provided by related parties related to the services described above during the periods indicated (in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Management fees		$	9,252		$	7,934		$	18,336		$	15,669
Expense reimbursement to related parties		$	771		$	395		$	1,590		$	908

Organizational costs (1)		$	40		$	—		$	78		$	63
Development fees and allocable costs and expenses (2)		$	7,229		$	6,726		$	11,497		$	17,097
Property management fees (3)		$	455		$	19		$	715		$	38

______________________

(1)Organizational costs are capitalized to prepaid expenses and other in the consolidated balance sheets, and subsequently amortized over five years to general and administrative expenses in the consolidated statements of operations.

(2)Represents development fees and development-related Allocable Costs and Expenses incurred by the Fund’s consolidated investments. These amounts have been capitalized to real estate under development in the consolidated balance sheets. Does not include $11,000 and $14,000 respectively, which were incurred by the Fund’s investments in unconsolidated entities that were allocated to the Fund based on its respective ownership percentage of the investment, for the three and six months ended June 30, 2024 and $18,000 and $85,000, respectively, which were incurred by the Fund’s investments in unconsolidated entities that were allocated to the Fund based on its respective ownership percentage of the investment, for the three and six months ended June 30, 2023.

(3)Property management fees are expensed to property operating expense in the statement of operations.

Of the amounts shown above, the following amounts had been incurred, but not yet paid for services provided by related parties as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		December 31, 2023
Management fees	$	94	$	574
Incentive allocation	$	—	$	6,378
Administration and other reimbursable expenses	$	399	$	552

Related Party Investments

To achieve the Fund’s stated investment program and meet timelines required under the Opportunity Zone legislation, a significant percentage of the investments in the Fund have been transferred into the Fund from CIM and its affiliates. In these instances, such investments and co-investments are reported as transactions with related parties of the Fund.

The Fund may coinvest with other entities that are related parties of CIM. As of June 30, 2024, the Fund held investments with a total fair value of $690.1 million that was coinvested with funds that are related parties of CIM. In addition, the General Partner owns a nominal interest in the Fund’s investments.

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

The Fund also enters into certain agreements with other CIM affiliated entities from time to time.

11. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Fund enters into contracts and agreements. These contracts and agreements commit the Fund to various specific and contingent obligations. In addition, the Fund may be subject to legal claims in the ordinary course of business.

As previously disclosed in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2023, the Fund incurred a $9.0 million expense under a dispute with a previous customer over a solar contract. The Fund is currently seeking to recover this expense from the counterparty. On April 24, 2024, the previous customer countersued certain subsidiaries of the Fund along with affiliates of CIM, seeking more than $200 million (without specifying or explaining the basis of the alleged damages) from all defendants in the aggregate, including the Fund. The litigation is in process and the outcome cannot be estimated or predicted at this time. CIM and the other affiliated defendants deny the allegations and will continue to pursue their claim against the customer.

Other than as described above, the Fund is not currently involved in any material pending or threatened legal proceedings nor, to our knowledge, are any material legal proceedings currently threatened against us, other than routine litigation arising in the ordinary course of business.

The Fund is subject to various environmental laws of federal, state, and local governments. Compliance with these laws has not had a material adverse effect on the consolidated financial statements, and management does not believe it will have such an impact in the future.

The Fund acts as a guarantor of certain debt obligations to its underlying investments. In certain scenarios, the Fund may have limited or full recourse exposure.

12. LEASES

Future minimum rental revenue under long-term operating leases as of June 30, 2024, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, are as follows (excludes unconsolidated properties, in thousands):


	Future Minimum Rental Income
Remainder of 2024	$	9,669
2025	19,698
2026	22,222
2027	23,059
2028	23,480
Thereafter	125,544
Total	$	223,672

The Fund has an investment in a real estate property that is subject to a ground lease with a remaining term of 94.5 years, for which a right of use (“ROU”) asset of $32.9 million and $33.3 million and a lease liability of $35.7 million and $35.4 million was recorded as of June 30, 2024 and December 31, 2023, respectively. The ROU asset and lease liability were initially measured at the present value of the future minimum lease payments using a discount rate of 3.6%. This reflects the Fund’s incremental borrowing rate, which was calculated based on the interest rate the Fund would incur to borrow on a fully collateralized basis over a term similar to the lease.

The Fund recognized $511,000 and $1.0 million of ground lease expense during the three and six months ended June 30, 2024, of which $200,000 and $400,000 was paid in cash during the period it was recognized. As of June 30, 2024, the Fund’s scheduled future minimum rental payments related to its operating ground lease is approximately $400,000 for the remainder of 2024, $800,000 annually for 2025 through 2029, and $196.2 million thereafter through the maturity date of the lease in December 2118.

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CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

13. SUPPLEMENTAL CASH FLOW DISCLOSURES

Supplemental cash flow disclosures for the six months ended June 30, 2024 and 2023 are as follows (in thousands):


	Six Months Ended June 30,
	2024		2023
			(As Restated)
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Distributions payable	$	33	$	—
Contributions receivable	$	616	$	170
Accrued capital expenditures	$	48,908	$	76,150
Reclassification of property acquisition deposits to investments	$	12,019	$	34,727



Supplemental Cash Flow Disclosures:
Interest Paid	$	6,781	$	5,386

14. SUBSEQUENT EVENTS

The following events have occurred subsequent to June 30, 2024:

The Fund accepted additional capital commitments of approximately $11.4 million.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. Certain risks may cause our actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a complete discussion of such risk factors, see Item 1A — Risk Factors of this Quarterly Report on Form 10-Q and the Fund’s Annual Report on Form 10-K for the year ended December 31, 2023. Capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to those terms in “Part I — Financial Information” of this Quarterly Report on Form 10-Q, including the notes to the financial statements contained therein, and the terms “we,” “us,” “our” and the “Company” refer to CIM Opportunity Zone Fund, L.P.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that reflect our expectations and projections about our future results, performance, prospects and opportunities. We have attempted to identify these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “plans” or similar expressions. These forward-looking statements are based on information currently available to us and are subject to a number of known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those discussed below. In addition, these risks and uncertainties include those associated with general economic, market and other conditions. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or new information, future events or otherwise, except as may be required to satisfy our obligations under federal securities law. The forward-looking statements should be read in light of the risk factors identified in Item 1A — Risk Factors of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2023.

The following are some, but not all, of the assumptions, risks, uncertainties and other factors that could cause our actual results to differ materially from those presented in our forward-looking statements:

•our future operating results;

•our business prospects and the prospects of the real estate and infrastructure in which we may invest;

•historic correlations among economic growth, inflation and rents resulting in the loss of the potential inflation hedging attributes of real estate;

•any recent perceived improvement in real estate fundamentals, corporate earnings, stock market performance and the supply and demand characteristics of commercial real estate, any one of which could adversely affect the performance of the Fund;

•the availability of capital markets, including the debt financing expected to be employed by the Fund;

•the predictive value of real estate and infrastructure capitalization rates compared with intermediate U.S. Treasury bonds;

•the impact of the investments that we expect to make;

•our ability to raise sufficient capital to execute our investment strategy;

•our ability to source adequate investment opportunities to efficiently deploy capital;

•the ability of our portfolio companies to achieve their objectives;

•our current and expected financing arrangements and investments;

•changes in the general interest rate environment;

•the adequacy of our cash resources, financing sources and working capital;

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•the timing and amount of cash flows, distributions and dividends, if any, from our properties;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with CIM or any of its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•our use of financial leverage;

•the ability to locate suitable investments and to monitor and administer our investments;

•the ability to attract and retain highly talented professionals;

•our ability to structure investments in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and

•the tax status of the enterprises in which we may invest.

Overview

The Fund was formed on November 1, 2018 and commenced operations on January 21, 2019, and is governed by the Partnership Agreement. The Fund is organized as an open-ended vehicle for the purpose of investing in infrastructure and real estate, through entities that acquire, own, develop or re-develop and operate infrastructure and real estate assets in Opportunity Zones, with the objective of generating returns from capital appreciation and operating income once development of these assets is complete. The Fund’s assets under development had plans in place or were developed at the time of the Fund’s acquisition that are strategic to each asset achieving current income and appreciation of value. The Fund engages third parties or affiliates of the Manager (also referred to as the “development manager”) to provide development management services, and in consideration the Fund pays development management fees.

Portfolio Information

As of June 30, 2024, we had investments in 22 assets, including investments in unconsolidated entities, with an aggregate net book value of $1.8 billion. During the six months ended June 30, 2024, we acquired 99% ownership interests in three properties under development located in Los Angeles, California.

Results of Operations

The Fund’s consolidated financial statements for the three and six months ended June 30, 2023 have been restated, the impact of which is detailed in Note 2 — Change in Basis of Accounting (Restatement) to our consolidated financial statements. The following table provides summary information about our results of operations for the three and six months ended June 30, 2024 and 2023 (in thousands):

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	Three Months Ended June 30,						Six Months Ended June 30,
	2024		2023		Change		2024		2023		Change
			(As Restated)						(As Restated)
Solar revenue	$	38,216	$	—	$	38,216	$	65,455	$	—	$	65,455
Rental and other property income	9,175		5,415		3,760		17,959		10,154		7,805
Total Revenues	47,391		5,415		41,976		83,414		10,154		73,260

Management fees to related party	9,252		7,934		1,318		18,336		15,669		2,667


Expense reimbursement to related parties	771		395		376		1,590		908		682
Interest expense and other	3,525		2,950		575		6,964		5,634		1,330
General and administrative expense	190		1,095		(905)		3,166		1,909		1,257
Depreciation and amortization expense, net	11,982		3,019		8,963		24,565		5,995		18,570
Real estate tax	1,341		1,391		(50)		2,666		2,800		(134)

Solar and property operating expense	10,861		1,971		8,890		19,627		3,657		15,970
Total Expenses	37,922		18,755		19,167		76,914		36,572		40,342
Other income	—		—		—		2,923		—		2,923
Interest and other income	2,481		1,578		903		5,190		3,453		1,737


Gain (loss) on investments in unconsolidated entities	2,709		(2,240)		4,949		7,989		(1,439)		9,428
Change in fair value of notes payable	(5,216)		149		(5,365)		(7,010)		301		(7,311)
Total other (expense) income	(26)		(513)		487		9,092		2,315		6,777
Net income (loss)	9,443		(13,853)		23,296		15,592		(24,103)		39,695
Net income (loss) attributable to non-controlling interests	920		(1,361)		2,281		59		(2,580)		2,639
Net income (loss) attributable to CIM Opportunity Zone Fund, L.P.	$	8,523	$	(12,492)	$	21,015	$	15,533	$	(21,523)	$	37,056

Solar revenue

The increase in solar income of $38.2 million and $65.5 million, respectively, during the three and six months ended June 30, 2024, compared to the same periods in 2023 was due to the Fund’s solar assets being place into service during the fourth quarter of 2023.

Rental and other property income

The increase in rental and other property income of $3.8 million and $7.8 million, respectively, during the three and six months ended June 30, 2024, compared to the same periods in 2023 was primarily due to increased rental income and tenant reimbursements at our office property located in Dallas, Texas.

Management fees to related party

Management fees to related party are calculated based on each Limited Partner’s Management Fee percentage multiplied by their proportionate share of NAV as of the beginning of the quarter.

The increase in management fees of $1.3 million and $2.7 million, respectively, during the three and six months ended June 30, 2024, compared to the same periods in 2023 was primarily due to an increase in NAV driven by additional capital raised. From June 30, 2023 to June 30, 2024 the Fund accepted an additional $291.1 million in capital contributions.

Expense reimbursement to related parties

The Manager receives reimbursement for performing certain services for the Fund and its subsidiaries.

The increase in expense reimbursement to related parties of $376,000 and $682,000, respectively, during the three and six months ended June 30, 2024, compared to the same periods in 2023 was primarily due to the increased assets at

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June 30, 2024 compared to June 30, 2023. With an increase in total assets, the scale of operations and the complexity of managing the assets also increases.

Interest expense and other

Interest expense and other also includes amortization of deferred financing costs.

The increase in interest expense and other of $575,000 and $1.3 million, respectively,during the three and six months ended June 30, 2024, compared to the same periods in 2023 was primarily due to increased borrowings on our notes payable during the period, along with increased interest rates subsequent to June 30, 2023.

General and administrative expenses

General and administrative expenses consist of legal, third-party administrator expenses, audit and tax expenses, banking fees and corporate expenses.

The decrease in general and administrative expenses of $905,000 during the three months ended June 30, 2024, compared to the same period in 2023, was primarily due to a non-recurring expense related to a tax assessment which was incurred in the previous period. The increase in general and administrative expenses of $1.3 million during the six months ended June 30, 2024, compared to the same period in 2023, was primarily due to the increase in total assets at June 30, 2024 compared to June 30, 2023, as further described above. With an increase in total assets, the scale of operations and the complexity of managing the assets also increases. This generally leads to higher administrative expenses, as more resources and personnel are required.

Depreciation and amortization expense, net

The increase in depreciation and amortization expense, net of $9.0 million and $18.6 million, respectively, during the three and six months ended June 30, 2024, compared to the same periods in 2023 was primarily due to depreciation expense on the Fund’s solar assets after being placed into service during the fourth quarter of 2023. These increases in depreciation expense were partially offset by the amortization of the ITC beginning in the first quarter of 2024, as further described in Note 3 — Summary of Significant Accounting Policies.

Real estate tax

Real estate tax during the three and six months ended June 30, 2024 remained relatively consistent compared to the same periods in 2023.

Solar and property operating expense

The increase in solar and property operating expense of $8.9 million and $16.0 million, respectively, during the three and six months ended June 30, 2024, compared to the same periods in 2023 was primarily due to the increased expenses on the Fund’s solar assets after being placed into service during the fourth quarter of 2023, in addition to the acquisition of three properties subsequent to June 30, 2023.

Interest and other income

Interest and other income consists of amounts received on interest-bearing accounts.

The increase in interest and other income of $903,000 and $1.7 million, respectively during the three and six months ended June 30, 2024, compared to the same periods in 2023 was primarily due to higher balances in our interest-bearing accounts during the six months ended June 30, 2024.

Gain (loss) on investments in unconsolidated entities

Gain (loss) on investments in unconsolidated entities reflect the changes in fair value of the Fund’s investments in unconsolidated entities.

The gain on investments in unconsolidated entities was $2.7 million and $8.0 million, respectively, during the three and six months ended June 30, 2024, compared to a loss on investments in unconsolidated entities of $2.2 million and $1.4 million for the same periods in 2023. The change was due to an increase in the valuation of the portfolio assets held by the unconsolidated entities as a result of increased operational performance.

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Change in fair value of notes payable

We have elected the fair value option for our notes payable. Changes in fair value are recorded in the consolidated statements of operations.

The decrease in the change in fair value of notes payable of $5.4 million and $7.3 million, respectively, during the three and six months ended June 30, 2024, compared to the same periods in 2023 was primarily attributable to an increased valuation of our solar asset subsequent to June 30, 2023, which impacts the fair value of the Fund’s $75.0 million Convertible Note, as further described in Note 4 — Fair Value Measurements and Note 8 — Debt.

Net income (loss) attributable to non-controlling interests

The net income attributable to non-controlling interests was $920,000 and $59,000, respectively, during the three and six months ended June 30, 2024, compared to a net loss attributable to non-controlling interests of $1.4 million and $2.6 million. The change was primarily due to the proportional allocation of net income (loss) to the non-controlling interest holder during the three and six months ended June 30, 2024.

Financial Condition, Liquidity and Capital Resources

General

We expect to utilize proceeds from net cash provided by operations and capital contributions received to finance our future acquisitions of and additions to investments. The sources of our operating cash flow will primarily be provided by rental income received from current and future leased properties and solar income from infrastructure assets.

Liquidity and Capital Resources

We expect to generate cash primarily from the net proceeds from our continuous private offering of our Units in reliance on exemptions from the registration requirements of the Securities Act, cash flows from our operating assets, and any financing arrangements we may enter into in the future.

Our primary needs for liquidity and capital resources are to fund our investments in portfolio entities and other investments, pay our operating fees and expenses (including the Management Fee and Incentive Allocation), pay any distributions that we make to the holders of our units, periodic repurchases under the Redemption Program, and pay interest on any outstanding indebtedness that we incur.

We expect to obtain the liquidity and capital resources that we need over the short and long-term from cash on hand, the proceeds of our private offerings and from any undistributed funds from operations. For additional detail regarding our private offering, see “Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities-Use of Proceeds from Registered Sales of Securities” in the Fund’s Annual Report 10-K for the year ended December 31, 2023.

We currently anticipate that our available capital resources, including the proceeds from our private offering and the proceeds from any financing arrangements we may enter into, when combined with cash flow generated from our operating assets, will be sufficient to meet our anticipated working capital and capital expenditure requirements over the next 12 months and beyond.

Contractual Obligations

As of June 30, 2024, we had fixed and variable rate mortgage loans payable with an outstanding principal balance of $288.3 million and fair value of $291.5 million. The Fund’s mortgage notes payable are collateralized by the respective property on which the debt was placed. The mortgage notes payable are nonrecourse, and contain various restrictions and covenants with which the Fund was in compliance as of June 30, 2024.

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Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash (amounts in thousands):


	Six Months Ended June 30,
	2024		2023
Net Cash Provided by (Used In) Operating Activities	$	15,027	$	(20,124)
Net Cash Used In Investing Activities	(117,408)		(543,992)
Net Cash Provided by Financing Activities	32,080		159,386
Net Change In Cash And Cash Equivalents And Restricted Cash	$	(70,301)	$	(404,730)

As of June 30, 2024 and 2023, cash and cash equivalents and restricted cash totaled $333.3 million and $280.5 million, respectively.

Cash flows provided by (used in) operating activities for both the six months ended June 30, 2024 and 2023 primarily relates to the payment of management fees as well as payments for interest expense, property operating expenses and marketing, legal, tax and accounting fees. These outflows were offset by rental and solar income received and interest income received on our cash-bearing accounts during the period.

Cash flows used in investing activities for both the six months ended June 30, 2024 and 2023 primarily relates to acquisitions and additions to our investments.

Cash flows provided by financing activities for the six months ended June 30, 2024 and 2023 primarily relates to proceeds from capital contributions and proceeds from notes payable borrowings, offset by distributions paid.

Related Parties

See “Note 10 — Management Fees, Incentive Allocation and Other Related-Party Transactions” for a description of certain transactions and relationships with related parties.

Critical Accounting Policies

Our accounting policies have been established to conform with U.S. GAAP. The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses.

We believe the following critical accounting policies govern the significant judgments and estimates used in the preparation of our consolidated financial statements, which should be read in conjunction with the more complete discussion of our significant accounting policies are described in “Note 3 — Summary of Significant Accounting Policies.”

Recoverability of Real Estate and Infrastructure Assets

As described in Note 3 to the consolidated financial statements included in this Annual Report on Form 10-K, investments in real estate and infrastructure are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If, and when, such events or changes in circumstances are present, the recoverability of assets to be held and used is measured by a comparison of the carrying amount to the future undiscounted cash flows expected to be generated by the assets and its eventual disposition. If the undiscounted cash flows are less than the carrying amount of the assets, an impairment is recognized to the extent the carrying amount of the assets exceeds the estimated fair value of the assets. Assets held for sale are reported at the lower of the asset’s carrying amount or fair value, less cost to sell.

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Our process for evaluating real estate impairment requires management to make significant assumptions related to certain inputs, including rental rates, lease-up period, occupancy, estimated holding periods, capital expenditures, growth rates, market discount rates and terminal capitalization rates. These inputs require a subjective evaluation based on the specific property and market. Changes in the assumptions could have a significant impact on either the fair value, the amount of impairment charge, if any, or both.

Acquisitions and Initial Consolidation of VIEs

We account for property acquisitions as asset acquisitions. We allocate the purchase price for asset acquisitions, which includes the capitalized transaction costs, and for the properties upon the initial consolidation of VIEs not determined to be a business, on a relative fair value basis to the tangible and intangible assets acquired and liabilities assumed based on their respective relative fair values. The fair values of assets acquired and liabilities assumed are estimated based on the price that would be received to sell an investment in an orderly transaction between marketplace participants at the measurement date consistent with the guidance in ASC 820, Fair Value Measurements. Tangible assets consist of land, buildings, fixtures and tenant improvements. Intangible assets and liabilities consist of above- and below-market lease values, above- and below-market solar agreements, and the value of in-place leases. Our purchase price allocations are developed utilizing third-party appraisal reports, industry standards and management experience, developed using valuation techniques consistent with the guidance in ASC 820. There are risks and uncertainties involved in applying the principles related to purchase price allocations. The value allocated to land, as opposed to buildings, fixtures and tenant improvements, affects the amount of depreciation expense we record. If more value is attributed to land, depreciation expense is lower than if more value is attributed to buildings, fixtures and tenant improvements. Intangible lease assets and liabilities can be significantly affected by estimates including market rent, lease terms including renewal options at rental rates below estimated market rental rates, carrying costs of the property during a hypothetical expected lease-up period, and current market conditions and costs, including tenant improvement allowances and rent concessions. We determine whether any financing assumed is above- or below-market based upon comparison to similar financing terms for similar types of debt financing with similar maturities.

Fair Value Measurements

Investments in unconsolidated entities, at Fair Value — We have elected the fair value option for our other real estate related investments for which such election is permitted, as provided for under ASC 825, Financial Instruments (“ASC 825”). Electing the fair value option allows us to record changes in fair value in our consolidated statement of operations. The valuation of the Fund’s investments in unconsolidated entities are prepared by third-party valuation firms in accordance with the Uniform Standards of Professional Appraisal Practice (“USPAP”). The fair values of investments are estimated based on the price that would be received to sell an investment in an orderly transaction between marketplace participants at the measurement date consistent with the guidance in ASC 820, Fair Value Measurements. Investments without a public market are valued based on applicable valuation techniques. Such valuation techniques include discounted cash flow analysis, applying market capitalization rates or earnings multiples to earnings from the investment, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties, consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, as well as independent external appraisals. In general, multiple valuation techniques are taken into consideration when measuring the fair value of an investment. However, in certain circumstances, a single valuation may be appropriate, such as during the development phase of the project, where the “Cost Method” may be most appropriate for construction in progress, with the “Comparative Sales Approach” applied to the value of the underlying land. Upon completion, the investment would typically be valued utilizing the discounted cash flow (“DCF”) and comparative sales approaches. Weighting of the appraisal methods represents an approximation of how marketplace participants would underwrite the investment in current market conditions as of the measurement date.

The weighting of valuation methodologies occurs in the reconciliation phase of the appraisal process and represents an approximation of how marketplace participants would underwrite the investment in current market conditions as of the measurement date. In the reconciliation process, appraisers weight the various approaches based on the quantity and quality of the data that was available for the analysis, including the number of relevant comparable sales and other data points, as well as the degree to which the appraisers were able to verify them. Appraisers also consider the typical behavior and attributes of the most likely purchasers of the property, including whether they would most likely be local, regional or national in size, and whether they are expected to be investors, owner-users, or partial owner-users. It is up to the appraisers to determine which approaches to value are applicable and what weight to apply to each approach utilized. In arriving at an as-is value, appraisers reflect how market participants would value a property by viewing it as a typical buyer would. For income-producing properties, the income approach, and specifically the DCF analysis, receives primary consideration. Comparable sales are also analyzed as a secondary method, providing indications of reasonable value per square foot as

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well as cap rates. The “Cost Method” is relied upon less frequently, but will receive a heavier weighting in situations where the subject asset has been recently developed or is under construction. Ultimately, assuming that there is sufficient data in the market to support the appraisers’ analysis, all three approaches should broadly support the concluded value, even if the appraisers place primarily weight on one approach in order to mirror investor behavior.

Redeemable Partners’ Capital — Redeemable limited partnership units are initially recorded as the contribution amount under redeemable partners’ capital in the consolidated balance sheets and is subsequently remeasured at the net asset value as determined in accordance with the Partnership Agreement. Net asset value is calculated as U.S. GAAP partners’ equity adjusted for the redemption value of our limited partnership units. The judgements involved in the valuation are the same as those described above in “investments in unconsolidated entities, at fair value”.

Notes payable — We have elected the fair value option for our notes payable pursuant to ASC 825 Financial Instruments. The fair value of notes payable is determined by a third-party appraiser who discounts the difference between contract and market debt service cash flows using a market equity yield. The third-party appraiser also considers multiple valuation techniques (e.g., par, prepayment penalty) and applies a reconciliation among relevant methods. The fair value analysis is updated quarterly and reviewed by senior management. The market rate is determined by giving consideration to one or more of the following criteria, as appropriate: (i) interest rates for loan of comparable quality and maturity and (ii) the value of the underlying collateral.

CIM maintains a Valuation Committee to oversee the valuation process. The committee is comprised of the Chief Valuation Officer, the Chief Financial Officer, a member of Senior Management and the Chief Compliance Officer of CIM. The Valuation Committee typically obtains a full appraisal on each asset at least annually, and limited scope updates at least quarterly, from a qualified third-party appraiser as part of the valuation process. CIM’s valuation policy described above is in place at the time of this filing, but is subject to change in the discretion of CIM.

Estimates

Many of our accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. Any differences of opinion that arise as to assumptions and metrics utilized in the valuation are discussed and resolved through analysis and comparison to published benchmarks and reference to recent market transactions. These estimates are subject to change in the future if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. The recent accounting changes that may potentially impact our business, if any, are described under “Recent Accounting Pronouncements” in “Note 3 — Summary of Significant Accounting Policies.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305 of Regulation S-K, the Fund, as a smaller reporting company, is not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.

During the process of preparing the Fund’s annual financial statements for the year ended December 31, 2023, management identified the material weakness described in ‘Material Weakness in Internal Control Over Financial Reporting’ below. The material weakness resulted in the restatement of previously issued financial statements for fiscal years ended December 31, 2021 and 2022 and the fiscal quarter ended March 31, 2023 included in the Fund’s Form 10, as amended, and for fiscal quarters ending June 30, 2023 and September 30, 2023 contained in the Fund’s Form 10-Qs. In response to these conditions, management has developed and begun implementing a remediation plan for the related controls and procedures as of December 31, 2023.

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As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of June 30, 2024 was conducted under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures, as of June 30, 2024, were not effective due to the material weakness in our internal control over financial reporting described below. Consistent with the Internal Control Over Financial Reporting remediation plan outlined below, management will monitor and test its Disclosure Controls and Procedures for a sufficient period of time to enable management to conclude on the effectiveness of the controls and procedures.

Material Weakness in Internal Control Over Financial Reporting

During the process of preparing the Fund’s annual financial statements for the year ended December 31, 2023, management identified a material weakness in our internal control over financial reporting related to a failure to design and maintain an effective risk assessment process to identify and analyze significant internal and external circumstances and events to enable the identification and assessment of risks of material misstatements. Specifically, the Fund did not design and maintain effective controls to identify that certain business objectives involve substantive activities which are inconsistent with the definition of an investment company under the accounting standards. As a result, the Fund misinterpreted and misapplied investment company accounting standards in its financial statements. The Fund financial statements should have been presented under historical cost and consolidation accounting standards. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

This material weakness resulted in the restatement of previously issued financial statements for fiscal years ended December 31, 2021 and 2022 and the fiscal quarter ended March 31, 2023 included in the Fund’s Form 10, as amended, and for fiscal quarters ending June 30, 2023 and 2022 and September 30, 2023 and 2022 contained in the Fund’s Form 10-Qs. If not remediated, this material weakness could result in further misstatements of account balances or disclosures that could result in additional material misstatements of the annual or interim consolidated financial statements that would not be prevented or detected.

In response to the identified material weakness, management has developed and begun implementing a remediation plan to enhance its internal controls over financial reporting, which generally includes an enhanced risk assessment, additional employee training and implementation of additional control activities. Specifically, as of December 31, 2023, the Fund implemented incremental internal controls specific to historical cost-basis accounting, including, among other things, controls over purchase price allocations, impairments, depreciation and amortization, straight-line rent, and consolidations.

While significant progress has been made to enhance our internal control over financial reporting, we are still in the process of monitoring and testing these processes, procedures and controls. We believe the above actions will be effective in remediating the material weakness described above. However, the material weakness cannot be considered remediated until controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. As such, we were unable to conclude that the material weakness has been remediated as of June 30, 2024.

Changes in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, we may become subject to litigation or claims. For a description of our pending legal proceedings refer to the information set forth in Note 11 — Commitments and Contingencies to the consolidated financial statements in this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes from the risk factors previously disclosed. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES

Since March 2019, we have commenced and continue to commence, various private placement offerings of our Units. We are offering these securities in reliance upon exemption from the registration requirements provided by Section 4(2) of the Securities Act and Regulation D under the Securities Act relating to sales not involving any public offering. The securities are being offered and sold only to purchasers who are “accredited investors,” as defined in Rule 501 of Regulation D of the Securities Act, without the use of general solicitation, as that concept is embodied in Regulation D. As of June 30, 2024, we have sold 1,810,538 units resulting in gross offering proceeds of approximately $2.0 billion. The following table represents units sold during the three and six months ended June 30, 2024 and 2023:


Quarter Ended	Number of Units	Amount
















March 31, 2023	54,160.88	$	63,785,007
June 30, 2023	48,650.76	$	56,416,686
September 30, 2023	179,530.58	$	205,533,314
December 31, 2023	26,792.03	$	30,041,390
March 31, 2024	21,992.16	$	25,570,000
June 30, 2024	25,607.15	$	29,978,010

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None of our officers or directors had any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c ) or any “non-Rule 10b5-1 trading arrangement” in effect at any time during the three months ended June 30, 2024.

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ITEM 6. EXHIBITS


Exhibit Number						Exhibit Description





31.1*						Certifications of the Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certifications of the Principal Financial Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						XBRL Instance Document.
101.SCH*						XBRL Taxonomy Extension Schema Document.
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document.
104*						Cover Page Interactive Data File (formatted as InLine XBRL and contained in Exhibit 101).

_______________

*Filed herewith.

** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURE

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


						CIM Opportunity Zone Fund, L.P.

			By:			/s/ Nathan D. DeBacker

			Name:			Nathan D. DeBacker
			Title:			Chief Accounting Officer (Principal Financial Officer)


						CIM Opportunity Zone Fund, L.P.

			By:			/s/ David Thompson

			Name:			David Thompson
			Title:			Chief Financial Officer (Principal Executive Officer)

Date: August 13, 2024

CIM Opportunity Zone Fund, L.P. 10-Q