CIM GROUP, INC. 10-Q

Item 1. Financial Statements CIM REAL ESTATE FINANCE TRUST, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) (Unaudited) September 30, 2024 December 31, 2023 ASSETS Real estate assets: Land $ 296,137 $ 317,844 Buildings, fixtures and improvements 746,243 818,151 Intangible lease assets 148,544 154,217 Condominium developments 61,405 87,581 Total real estate assets, at cost 1,252,329 1,377,793 Less: accumulated depreciation and amortization ( 173,658 ) ( 169,163 ) Total real estate assets, net 1,078,671 1,208,630 Investment in unconsolidated entities 154,600 126,777 Real estate-related securities and other, at fair value, net of credit loss allowances of $ 87,232 and $ 35,808 as of September 30, 2024 and December 31, 2023, respectively 389,627 519,714 Loans held-for-investment and related receivables, net 3,847,492 4,397,063 Less: Current expected credit losses ( 379,131 ) ( 132,598 ) Total loans held-for-investment and related receivables, net 3,468,361 4,264,465 Cash and cash equivalents 193,844 247,500 Restricted cash 3,869 13,082 Rents and tenant receivables, net 18,665 17,082 Prepaid expenses and other assets 9,851 9,423 Deferred costs, net 7,145 12,121 Accrued interest receivable 27,916 27,682 Assets held for sale 13,298 — Total assets $ 5,365,847 $ 6,446,476 LIABILITIES, REDEEMABLE COMMON STOCK AND EQUITY Repurchase facilities, notes payable and credit facilities, net $ 3,261,450 $ 3,923,723 Accrued expenses and accounts payable 50,636 40,240 Due to affiliates 14,142 13,897 Intangible lease liabilities, net 12,508 13,354 Distributions payable 16,658 16,047 Deferred rental income and other liabilities 4,153 4,435 Total liabilities 3,359,547 4,011,696 Commitments and contingencies (Note 11) Redeemable common stock 167,396 168,703 EQUITY Preferred stock, $ 0.01 par value per share; 10,000,000 shares authorized, none issued and outstanding — — Common stock, $ 0.01 par value per share; 490,000,000 shares authorized, 437,070,647 and 437,254,715 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively 4,374 4,372 Capital in excess of par value 3,532,361 3,529,973 Accumulated distributions in excess of earnings ( 1,611,969 ) ( 1,187,125 ) Accumulated other comprehensive loss ( 86,015 ) ( 81,143 ) Total stockholders’ equity 1,838,751 2,266,077 Non-controlling interests 153 — Total equity 1,838,904 2,266,077 Total liabilities, redeemable common stock and equity $ 5,365,847 $ 6,446,476 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenues: Rental and other property income $ 22,928 $ 25,073 $ 71,064 $ 89,536 Interest income 98,430 113,766 306,594 336,887 Total revenues 121,358 138,839 377,658 426,423 Expenses: General and administrative 5,950 4,267 18,211 12,486 Interest expense, net 60,634 66,417 190,147 192,199 Property operating 2,329 6,165 8,659 11,748 Real estate tax 877 1,581 3,328 3,629 Expense reimbursements to related parties 3,864 3,349 10,583 10,598 Management fees 12,202 12,816 37,506 38,254 Transaction-related 2 82 68 158 Depreciation and amortization 7,381 9,193 24,320 33,622 Real estate impairment 3,486 6,910 60,418 11,724 Increase in provision for credit losses 24,527 50,219 308,542 101,309 Total expenses 121,252 160,999 661,782 415,727 Other income (expense): Gain on disposition of real estate and condominium developments, net 1,210 5,968 4,460 52,154 Gain on investment in unconsolidated entities 4,608 3,136 9,875 8,172 Unrealized gain (loss) on equity securities 4,486 ( 2,073 ) ( 11,156 ) 3,281 Other (expense) income, net ( 2,145 ) 5,172 4,867 6,346 Loss on extinguishment of debt ( 950 ) ( 1,085 ) ( 950 ) ( 5,624 ) Total other income 7,209 11,118 7,096 64,329 Net income (loss) $ 7,315 $ ( 11,042 ) $ ( 277,028 ) $ 75,025 Net income allocated to noncontrolling interest 3 — 3 8 Net income (loss) attributable to the Company $ 7,312 $ ( 11,042 ) $ ( 277,031 ) $ 75,017 Weighted average number of common shares outstanding: Basic and diluted 437,098,682 437,339,532 437,182,073 437,391,323 Net income (loss) per common share: Basic and diluted $ 0.02 $ ( 0.03 ) $ ( 0.63 ) $ 0.17 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net income (loss) $ 7,315 $ ( 11,042 ) $ ( 277,028 ) $ 75,025 Other comprehensive income (loss) Unrealized gain (loss) on CMBS 1,644 ( 944 ) ( 4,872 ) ( 32,860 ) Amount of loss reclassified from other comprehensive income (loss) into income as an increase in provision for credit losses — — — 13,594 Total other comprehensive income (loss) 1,644 ( 944 ) ( 4,872 ) ( 19,266 ) Comprehensive income (loss) 8,959 ( 11,986 ) ( 281,900 ) 55,759 Comprehensive income attributable to noncontrolling interest 3 — 3 8 Comprehensive income (loss) attributable to the Company $ 8,956 $ ( 11,986 ) $ ( 281,903 ) $ 55,751 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (in thousands, except share amounts) (Unaudited) Common Stock Capital in Excess of Par Value Accumulated Distributions in Excess of Earnings Accumulated Other Comprehensive (Loss) Income Total Stockholders’ Equity Non-Controlling Interests Total Equity Number of Shares Par Value Balance as of January 1, 2024 437,254,715 $ 4,372 $ 3,529,973 $ ( 1,187,125 ) $ ( 81,143 ) $ 2,266,077 $ — $ 2,266,077 Issuance of common stock 1,742,240 19 10,846 — — 10,865 — 10,865 Equity-based compensation — — 815 — — 815 — 815 Distributions declared on common stock — $ 0.11 per common share — — — ( 49,278 ) — ( 49,278 ) — ( 49,278 ) Redemptions of common stock ( 1,754,973 ) ( 17 ) ( 11,062 ) — — ( 11,079 ) — ( 11,079 ) Changes in redeemable common stock — — 249 — — 249 — 249 Comprehensive (loss) income — — — ( 38,542 ) 4,955 ( 33,587 ) — ( 33,587 ) Balance as of March 31, 2024 437,241,982 $ 4,374 $ 3,530,821 $ ( 1,274,945 ) $ ( 76,188 ) $ 2,184,062 $ — $ 2,184,062 Issuance of common stock 1,765,256 20 10,731 — — 10,751 — 10,751 Equity-based compensation — — 701 — — 701 — 701 Distributions declared on common stock — $ 0.11 per common share — — — ( 49,271 ) — ( 49,271 ) — ( 49,271 ) Redemptions of common stock ( 1,889,369 ) ( 19 ) ( 11,503 ) — — ( 11,522 ) — ( 11,522 ) Changes in redeemable common stock — — 772 — — 772 — 772 Contributions from non-controlling interests — — — — — — 50 50 Comprehensive loss — — — ( 245,801 ) ( 11,471 ) ( 257,272 ) — ( 257,272 ) Balance as of June 30, 2024 437,117,869 $ 4,375 $ 3,531,522 $ ( 1,570,017 ) $ ( 87,659 ) $ 1,878,221 $ 50 $ 1,878,271 Issuance of common stock 1,743,296 17 10,581 — — 10,598 — 10,598 Equity-based compensation — — 838 — — 838 — 838 Distributions declared on common stock — $ 0.11 per common share — — — ( 49,264 ) — ( 49,264 ) — ( 49,264 ) Redemptions of common stock ( 1,790,518 ) ( 18 ) ( 10,866 ) — — ( 10,884 ) — ( 10,884 ) Changes in redeemable common stock — — 286 — — 286 — 286 Contributions from non-controlling interests — — — — — — 100 100 Comprehensive income (loss) — — — 7,312 1,644 8,956 3 8,959 Balance as of September 30, 2024 437,070,647 $ 4,374 $ 3,532,361 $ ( 1,611,969 ) $ ( 86,015 ) $ 1,838,751 $ 153 $ 1,838,904 6 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (in thousands, except share amounts) (Unaudited) — Continued Common Stock Capital in Excess of Par Value Accumulated Distributions in Excess of Earnings Accumulated Other Comprehensive (Loss) Income Total Stockholders’ Equity Non-Controlling Interests Total Equity Number of Shares Par Value Balance as of January 1, 2023 437,397,414 $ 4,373 $ 3,529,523 $ ( 1,029,287 ) $ ( 48,526 ) $ 2,456,083 $ ( 8 ) $ 2,456,075 Issuance of common stock 1,637,923 17 10,746 — — 10,763 — 10,763 Equity-based compensation — — 120 — — 120 — 120 Distributions declared on common stock — $ 0.11 per common share — — — ( 45,929 ) — ( 45,929 ) — ( 45,929 ) Redemptions of common stock ( 1,605,529 ) ( 16 ) ( 10,532 ) — — ( 10,548 ) — ( 10,548 ) Changes in redeemable common stock — — ( 213 ) — — ( 213 ) — ( 213 ) Comprehensive income (loss) — — — 54,184 ( 26,310 ) 27,874 8 27,882 Balance as of March 31, 2023 437,429,808 $ 4,374 $ 3,529,644 $ ( 1,021,032 ) $ ( 74,836 ) $ 2,438,150 $ — $ 2,438,150 Issuance of common stock 1,637,602 16 10,743 — — 10,759 — 10,759 Equity-based compensation — — 120 — — 120 — 120 Distributions declared on common stock — $ 0.11 per common share — — — ( 45,927 ) — ( 45,927 ) — ( 45,927 ) Redemptions of common stock ( 1,685,438 ) ( 16 ) ( 11,057 ) — — ( 11,073 ) — ( 11,073 ) Changes in redeemable common stock — — 315 — — 315 — 315 Comprehensive income — — — 31,875 7,988 39,863 — 39,863 Balance as of June 30, 2023 437,381,972 $ 4,374 $ 3,529,765 $ ( 1,035,084 ) $ ( 66,848 ) $ 2,432,207 $ — $ 2,432,207 Issuance of common stock 1,612,843 16 10,579 — — 10,595 — 10,595 Equity-based compensation — — 120 — — 120 — 120 Distributions declared on common stock — $ 0.11 per common share — — — ( 45,916 ) — ( 45,916 ) — ( 45,916 ) Redemptions of common stock ( 1,727,400 ) ( 17 ) ( 11,332 ) — — ( 11,349 ) — ( 11,349 ) Changes in redeemable common stock — — 753 — — 753 — 753 Comprehensive loss — — — ( 11,042 ) ( 944 ) ( 11,986 ) — ( 11,986 ) Balance as of September 30, 2023 437,267,415 $ 4,373 $ 3,529,885 $ ( 1,092,042 ) $ ( 67,792 ) $ 2,374,424 $ — $ 2,374,424 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Ended September 30, 2024 2023 Cash flows from operating activities: Net (loss) income $ ( 277,028 ) $ 75,025 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization, net 24,150 33,498 Amortization of deferred financing costs 7,376 7,834 Amortization and accretion on deferred loan fees ( 3,857 ) ( 7,128 ) Amortization and accretion of premiums and discounts on credit investments ( 4,612 ) ( 20,187 ) Capitalized interest income on real estate-related securities and loans held-for-investment ( 5,874 ) ( 863 ) Equity-based compensation 2,354 360 Straight-line rental income ( 1,986 ) ( 2,396 ) Write-offs for uncollectible lease-related receivables ( 318 ) ( 177 ) Gain on disposition of real estate assets and condominium developments, net ( 4,460 ) ( 52,154 ) Loss on sale of credit investments, net 8,532 288 Gain on investment in unconsolidated entities ( 9,875 ) ( 8,172 ) Unrealized loss (gain) on equity securities 11,156 ( 3,281 ) Loss on interest rate caps — 5,022 Impairment of real estate assets 60,418 11,724 Increase in provision for credit losses 308,542 101,309 Write-off of deferred financing costs 950 4,606 Return on investment in unconsolidated entities 9,875 7,641 Changes in assets and liabilities: Rents and tenant receivables, net 1,155 4,576 Prepaid expenses and other assets ( 428 ) 13,197 Accrued interest receivable ( 234 ) ( 4,559 ) Accrued expenses and accounts payable 4,923 8,272 Deferred rental income and other liabilities ( 282 ) ( 2,678 ) Due to affiliates 245 ( 1,294 ) Net cash provided by operating activities 130,722 170,463 Cash flows from investing activities: Investment in unconsolidated entities ( 28,220 ) ( 14,454 ) Return of investment in unconsolidated entities 397 4,801 Investment in real estate-related securities and other ( 27,646 ) ( 143,157 ) Investment in liquid corporate senior loans ( 65,086 ) ( 105,068 ) Investment in real estate assets and capital expenditures ( 57,469 ) ( 9,394 ) Investment in corporate senior loans ( 49,012 ) ( 106,161 ) Origination and funding of first mortgage loans ( 102,012 ) ( 212,703 ) Origination and exit fees received on loans held-for-investment 784 788 Principal payments received on loans held-for-investment 310,375 183,983 Principal payments received on real estate-related securities 98,652 57,452 Net proceeds from disposition of real estate assets and condominium developments 92,750 948,141 Net proceeds from sale of liquid corporate senior loans 446,974 74,522 Payment of property escrow deposits ( 1,000 ) — Refund of property escrow deposits 1,000 — Net cash provided by investing activities 620,487 678,750 8 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) — Continued Nine Months Ended September 30, 2024 2023 Cash flows from financing activities: Redemptions of common stock $ ( 33,485 ) $ ( 32,970 ) Distributions to stockholders ( 114,988 ) ( 105,179 ) Proceeds from borrowings 84,487 366,521 Repayments of borrowings, and prepayment penalties ( 749,249 ) ( 739,334 ) Contributions from non-controlling interests 150 — Deferred financing costs paid ( 993 ) ( 5,120 ) Net cash used in financing activities ( 814,078 ) ( 516,082 ) Net (decrease) increase in cash and cash equivalents and restricted cash ( 62,869 ) 333,131 Cash and cash equivalents and restricted cash, beginning of period 260,582 176,594 Cash and cash equivalents and restricted cash, end of period $ 197,713 $ 509,725 Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets: Cash and cash equivalents $ 193,844 $ 486,383 Restricted cash 3,869 23,342 Total cash and cash equivalents and restricted cash $ 197,713 $ 509,725 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Distributions declared and unpaid $ 16,658 $ 15,304 Accrued capital expenditures $ 552 $ 261 Construction reserve allocation $ — $ ( 190 ) Common stock issued through distribution reinvestment plan $ 32,214 $ 32,117 Conversion of loan held-for-investment to equity securities $ ( 5,060 ) $ — Supplemental Cash Flow Disclosures: Interest paid $ 185,617 $ 182,692 Cash paid for taxes $ 1,506 $ 1,043 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) NOTE 1 — ORGANIZATION AND BUSINESS CIM Real Estate Finance Trust, Inc. (the “Company”) is a non-exchange traded real estate investment trust (“REIT”) formed as a Maryland corporation on July 27, 2010, that elected to be taxed, and operates its business to qualify, as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2012. The Company seeks to attain attractive risk-adjusted returns and create long term value for its investors by investing in a diversified portfolio of senior secured mortgage loans, creditworthy long-term net-leased property investments and other senior loan and liquid credit investments. As of September 30, 2024, the Company’s loan portfolio consisted of 71 loans with a net book value of $ 3.5 billion, and investments in real estate-related securities and other of $ 389.6 million. The Company conducts and expects to continue to conduct its commercial real estate lending business through CIM Commercial Lending REIT (“CLR”), a Maryland statutory trust and subsidiary of the Company which the Company expects to be taxed as a REIT for U.S. federal income tax purposes. As of September 30, 2024, CLR holds a diversified portfolio of approximately $ 1.4 billion of the Company’s senior secured mortgage loans and commercial mortgage-backed securities. As of September 30, 2024, the Company owned 191 properties, comprising approximately 6.0 million rentable square feet of commercial space located in 36 states. As of September 30, 2024, the rentable square feet at these properties was 100.0 % leased, including month-to-month agreements, if any. As of September 30, 2024, the Company owned condominium developments with a net book value of $ 61.4 million. A majority of the Company’s business is conducted through CIM Real Estate Finance Operating Partnership, LP, a Delaware limited partnership, of which the Company is the sole general partner and owns, directly or indirectly, 100 % of the partnership interests. The Company is externally managed by CIM Real Estate Finance Management, LLC, a Delaware limited liability company (“CMFT Management”), which is an affiliate of CIM Group, LLC (“CIM Group”). CIM Group is a vertically-integrated community-focused real estate and infrastructure owner, operator, lender and developer. CIM Group is headquartered in Los Angeles, CA, with offices in Atlanta, GA, Chicago, IL, Dallas, TX, London, UK, New York, NY, Orlando, FL, Phoenix, AZ, and Tokyo, Japan. CIM Group also maintains additional offices across the United States and in South Korea to support its platform. The Company relies upon CIM Capital IC Management, LLC, the Company’s investment advisor (the “Investment Advisor”), to provide substantially all of the day-to-day management of its subsidiary, CMFT Securities Investments, LLC (“CMFT Securities”), with respect to investments in securities and certain other investments held by CMFT Securities and its subsidiaries. Collectively, CMFT Management, the Company’s manager, and the Investment Advisor, together with certain other affiliates of CIM Group, serve as the Company’s sponsor, which is referred to as the Company’s “sponsor” or “CIM”. On January 26, 2012, the Company commenced its initial public offering on a “best efforts” basis of up to a maximum of $ 2.975 billion in shares of common stock (the “Initial Offering”). The Company ceased issuing shares in the Initial Offering on April 4, 2014. At the completion of the Initial Offering, a total of approximately 297.4 million shares of common stock had been issued, including approximately 292.3 million shares of common stock sold to the public pursuant to the primary portion of the Initial Offering and approximately 5.1 million shares of common stock issued pursuant to the distribution reinvestment plan (“DRIP”) portion of the Initial Offering. The remaining approximately 404,000 unsold shares from the Initial Offering were deregistered. The Company registered $ 247.0 million of shares of common stock under the DRIP (the “Initial DRIP Offering”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-192958), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 19, 2013 and automatically became effective with the SEC upon filing. The Company ceased issuing shares under the Initial DRIP Offering effective as of June 30, 2016. At the completion of the Initial DRIP Offering, a total of approximately $ 241.7 million of shares of common stock had been issued. The remaining $ 5.3 million of unsold shares from the Initial DRIP Offering were deregistered. The Company registered an additional $ 600.0 million of shares of common stock under the DRIP (the “Secondary DRIP Offering,” and together with the Initial DRIP Offering, the “DRIP Offerings,” and the DRIP Offerings collectively with the Initial Offering, the “Offerings”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-212832), which was filed with the SEC on August 2, 2016 and automatically became effective with the SEC upon filing. The Company began to 10 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) issue shares under the Secondary DRIP Offering on August 2, 2016 and continues to issue shares under the Secondary DRIP Offering. The Company’s board of directors (the “Board”) establishes an updated estimated per share net asset value (“NAV”) of the Company’s common stock on at least an annual basis for purposes of assisting broker-dealers that participated in the Initial Offering in meeting their customer account reporting obligations under Financial Industry Regulatory Authority Rule 2231. Distributions are reinvested in shares of the Company’s common stock for participants in the DRIP at the estimated per share NAV as determined by the Board. Additionally, the estimated per share NAV as determined by the Board serves as the per share NAV for purposes of the share redemption program. As of September 30, 2024, the most recent estimated per share NAV of the Company’s common stock was $ 6.09 , which was established by the Board on February 29, 2024 using a valuation date of January 31, 2024. Commencing on March 1, 2024, distributions are reinvested in shares of the Company’s common stock under the DRIP at a price of $ 6.09 per share and $ 6.09 per share serves as the most recent estimated per share NAV for purposes of the share redemption program. The Company’s estimated per share NAVs are not audited or reviewed by its independent registered public accounting firm. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying condensed consolidated financial statements. Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023, and related notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The condensed consolidated financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In determining whether the Company has controlling interests in an entity and is required to consolidate the accounts in that entity, the Company analyzes its credit and real estate investments in accordance with standards set forth in GAAP to determine whether the entities are variable interest entities (“VIEs”), and if so, whether the Company is the primary beneficiary. The Company’s judgment with respect to its level of influence or control over an entity and whether the Company is the primary beneficiary of a VIE involves consideration of various factors, including the form of the Company’s ownership interest, the Company’s voting interest, the size of the Company’s investment (including loans), and the Company’s ability to participate in major policy-making decisions. The Company will reassess its initial evaluation of whether an entity is a VIE when certain reconsideration events occur. The Company’s ability to correctly assess its influence or control over an entity affects the presentation of these credit and real estate investments on the Company’s condensed consolidated financial statements. As of September 30, 2024, CLR is a VIE that is consolidated by the Company as the primary beneficiary, as the Company has the ability to direct the activities of CLR and the obligation to absorb CLR’s losses through its guarantee of CLR’s indebtedness, which is significant to CLR. The non-controlling interest on the condensed consolidated balance sheets represents the equity interests in CLR owned by outside investors. As of September 30, 2024, CLR’s loan portfolio consisted of senior secured mortgage loans with a net book value of $ 1.0 billion and investments in real estate-related securities of $ 255.0 million. In addition, as of September 30, 2024, the carrying value of CLR’s investment in CIM NP JV Holdings, LLC (“NP JV Holdings”) was $ 145.2 million. CLR had $ 879.3 million of debt outstanding, including net deferred financing costs, as of September 30, 2024. 11 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) During the nine months ended September 30, 2024, the Company sold a portion of the Company’s portfolio of liquid corporate senior loans with an aggregate principal balance of $ 265.4 million to OFSI BSL XIV CLO, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, resulting in net proceeds of $ 259.7 million after closing costs and a loss of $ 2.9 million. The collateral manager for OFSI BSL XIV CLO, Ltd. is OFS CLO Management II, LLC, an affiliate of the Sub-Advisor (as defined in Note 12 — Related-Party Transactions and Arrangements). The Company does not maintain effective control over the liquid corporate senior loans and the Company does not have the ability, nor the requirement, to repurchase the liquid corporate senior loans. The liquid corporate senior loans served as the initial positions for the formation of a collateralized loan obligation (“CLO”), in which the Company subsequently invested $ 27.6 million in a subordinated note (the “CLO subordinated note”). The CLO is a VIE, given the insufficient equity at risk, evidenced by the tranched capital structure and multiple series of debt instruments issued. However, the Company, through its investment in the CLO subordinated note, lacks the ability to direct the activities that most significantly affect the entity’s economic performance. Additionally, the collateral manager, which does direct the activities that most significantly affect the entity’s economic performance, was deemed to not be under common control with the Company. As such, the Company was determined to not be the primary beneficiary and the CLO is not consolidated on the Company’s financial statements. As of September 30, 2024, the fair value of the CLO subordinated note is $ 28.1 million and is included in real estate-related securities and other on the Company’s condensed consolidated balance sheets. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Real Estate Assets Real estate assets are stated at cost, less accumulated depreciation and amortization. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows: Buildings 40 years Site improvements 15 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term Recoverability of Real Estate Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to: bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, lease concessions and other factors; a significant decrease in a property’s revenues due to lease terminations; vacancies; co-tenancy clauses; reduced lease rates; changes in anticipated holding periods; significant increases to budgeted costs for units under development; and a reduction in prevailing market values for assets being considered for disposition. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. The Company’s impairment assessment as of September 30, 2024 was based on the most current information available to the Company, including expected holding periods. If the Company’s expected holding periods for assets change, subsequent tests for impairment could result in additional impairment charges in the future. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in detail in Note 3 — Fair Value Measurements. See also Note 4 — Real Estate Assets for further discussion regarding real estate investment activity. 12 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Assets Held for Sale When a real estate asset is identified by the Company as held for sale, the Company will cease recording depreciation and amortization of the assets related to the property and estimate its fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount is then recorded to reflect the estimated fair value of the property, net of selling costs. Dispositions of Real Estate Assets Gains and losses from dispositions are recognized once the various criteria relating to the terms of sale and any subsequent involvement by the Company with the asset sold are met. A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. Given the Company’s current asset portfolio and strategy, the Company’s dispositions during the nine months ended September 30, 2024 and 2023 did not qualify for discontinued operations presentation and thus, the results of the properties and condominiums that were sold will not be reported as discontinued operations, and any associated gains or losses from the dispositions are included in gain on disposition of real estate and condominium developments, net. See Note 4 — Real Estate Assets for a discussion of the disposition of individual properties and condominiums during the nine months ended September 30, 2024 and 2023. Allocation of Purchase Price of Real Estate Assets Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases and other intangibles, based in each case on their relative fair values. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. Certain acquisition-related expenses related to asset acquisitions are capitalized and allocated to tangible and intangible assets and liabilities, as described above. Acquisition-related manager expense reimbursements are expensed as incurred and are included in expense reimbursements to related parties in the accompanying condensed consolidated statements of operations. Other acquisition-related expenses continue to be expensed as incurred and are included in transaction-related expenses in the accompanying condensed consolidated statements of operations. Investment in Unconsolidated Entities The Company is engaged in an unconsolidated joint venture arrangement through NP JV Holdings (the “Unconsolidated Joint Venture”), of which it owns, indirectly through CMFT MT JV Holdings, LLC and CLR NP Holdings, LLC, a subsidiary of CLR, approximately 50 % of the outstanding equity. Through the Unconsolidated Joint Venture, which holds approximately 92 % of the membership interest in NewPoint JV, LLC (the “NewPoint JV”) pursuant to the terms of the Operating Agreement entered into between the Unconsolidated Joint Venture and NewPoint Bridge Lending, LLC, the Company indirectly owns approximately 46 % of the outstanding equity of the NewPoint JV on a fully diluted basis. The Company accounts for its investment under the equity method. The equity method of accounting requires the investment to be initially recorded at cost, including transaction costs incurred to finalize the investment, and is subsequently adjusted for the Company’s share of equity in NP JV Holdings’ earnings and distributions, including unrealized gains and losses as a result of changes in fair value of the NewPoint JV. The Company records its share of NP JV Holdings’ profits or losses on a quarterly basis as an adjustment to the carrying value of the investment on the Company’s condensed consolidated balance sheet and such share is recognized as a profit or loss on the condensed consolidated statements of operations. For more information, refer to Note 6 — Investment in Unconsolidated Entities. 13 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Restricted Cash The Company had $ 3.9 million and $ 13.1 million in restricted cash as of September 30, 2024 and December 31, 2023, respectively. Included in restricted cash was $ 1.9 million and $ 1.9 million held by lenders in lockbox accounts, as of September 30, 2024 and December 31, 2023, respectively. As part of certain of the Company’s debt agreements, rents from certain encumbered properties and interest income from certain first mortgage loans are deposited directly into a lockbox account, from which the monthly debt service payment is disbursed to the lender and the excess is disbursed to the Company. Also included in restricted cash was $ 2.0 million of construction reserves, amounts held by lenders in escrow accounts for real estate taxes and other lender reserves for certain properties, in accordance with the associated lender’s loan agreement as of September 30, 2024 and December 31, 2023. In addition, the Company had a $ 9.2 million deposit held as cash collateral included in restricted cash as December 31, 2023, that was applied by Barclays Bank PLC (“Barclays”) as repayment of certain eligible assets transferred under the Master Repurchase Agreement with Barclays (as described in more detail in Note 10 — Repurchase Facilities, Notes Payable and Credit Facilities) during the nine months ended September 30, 2024. Real Estate-Related Securities and Other Real estate-related securities and other consists primarily of the Company’s investments in commercial mortgage-backed securities (“CMBS”), CLOs and equity securities. The Company determines the appropriate classification for real estate-related securities at the time of purchase and reevaluates such designation as of each balance sheet date. As of September 30, 2024, the Company classified its investments in CMBS and CLO as available-for-sale as the Company is not actively trading the securities; however, the Company may sell them prior to their maturity. These investments are carried at their estimated fair value with unrealized gains and losses reported in other comprehensive income (loss). The amortized cost of the Company’s CMBS is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. The amortized cost of the Company’s CLO subordinated note reflects accretion of interest income based on the effective yield method less any cash distributions received or entitled to be received. CLO subordinated note positions are entitled to recurring distributions, which are generally equal to the residual cash flows of payments received on underlying securities less contractual payments to debt holders and fund expenses. The Company’s investments in equity securities of public and private companies are carried at their estimated fair values with unrealized gains and losses reported on the condensed consolidated statements of operations. Dividend income is included in other (expense) income, net on the condensed consolidated statements of operations, of which the Company recorded $ 1.2 million and $ 3.9 million, respectively, during the three and nine months ended September 30, 2024. During the three and nine months ended September 30, 2023, the Company recorded $ 1.4 million and $ 4.1 million of dividend income, respectively. The Company monitors its CMBS and CLO for changes in fair value. A loss is recognized when the Company determines that a decline in the estimated fair value of a security below its amortized cost has resulted from a credit loss or other factors, such as market conditions. Such losses that are credit related are recorded as a current expected credit loss in increase in provision for credit losses on the Company’s condensed consolidated statements of operations. Subsequent cumulative adverse changes in expected cash flows on the Company’s CMBS and CLO are recognized as an increase to current expected credit losses. However, the allowance is limited to the amount by which the CMBS and CLO’s amortized cost exceeds its fair value. Favorable changes in expected cash flows are recognized as a decrease to current expected credit losses. For additional information regarding the Company’s process for estimating current expected credit losses for its real estate-related securities, see the Current Expected Credit Losses section below. Interest earned is either received in cash or capitalized to CMBS in the Company’s condensed consolidated balance sheets. Interest is capitalized when certain conditions are met as specified in each security agreement. Loans Held-for-Investment The Company’s loans held-for-investment include loans related to real estate assets, as well as credit investments, including commercial mortgage loans and other loans and securities related to commercial real estate assets, as well as corporate loan opportunities that are consistent with the Company’s investment strategy and objectives. The Company intends to hold the loans held-for-investment for the foreseeable future or until maturity. Loans held-for-investment are carried on the Company’s condensed consolidated balance sheets at amortized cost, net of any current expected credit losses and are adjusted for amortization of premiums and accretion of discounts to maturity. 14 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Interest earned is either received in cash or capitalized to loans held-for-investment and related receivables, net in the Company’s condensed consolidated balance sheets. Interest is capitalized when certain conditions are met as specified in each loan agreement. Loans that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status. See the Revenue Recognition section below for additional information regarding the Company’s revenue from lending activities. Current Expected Credit Losses Current expected credit losses (“CECL”) required under the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification Topic 326, Financial Instruments - Credit Losses (“ASC 326”), reflects the Company’s current estimate of potential credit losses related to the Company’s loans held-for-investment, CMBS and CLO included in the condensed consolidated balance sheets. Changes to current expected credit losses are recognized through net income on the Company’s condensed consolidated statements of operations. While ASC 326 does not require any particular method for determining current expected credit losses, it does specify current expected credit losses should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan. In addition, other than a few narrow exceptions, ASC 326 requires that all financial instruments subject to the credit loss model should have some amount of loss reserve to reflect the GAAP principal underlying the credit loss model that all loans, debt securities, and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors. The Company estimates the current expected credit loss for its first mortgage loans primarily using the Weighted Average Remaining Maturity method, which has been identified as an acceptable method for estimating CECL reserves in the FASB Staff Q&A Topic 326, No. 1. This method requires the Company to reference historic loan loss data across a comparable data set and apply such loss rate to each loan investment over its expected remaining term, taking into consideration expected economic conditions over the relevant timeframe. The Company considers loan investments that are both (i) expected to be substantially repaid through the operation or sale of the underlying collateral, and (ii) for which the borrower is experiencing financial difficulty, to be “collateral-dependent” loans. For such loans that the Company determines that foreclosure of the collateral is probable, the Company measures the expected losses based on the difference between the fair value of the collateral less costs to sell and the amortized cost basis of the loan as of the measurement date. For collateral-dependent loans that the Company determines foreclosure is not probable, the Company applies a practical expedient to estimate expected losses using the difference between the collateral’s fair value and the amortized cost basis of the loan. For the Company’s liquid corporate senior loans and corporate senior loans, the Company uses a probability of default and loss given default method using a comparable data set. The Company may use other acceptable alternative approaches in the future depending on, among other factors, the type of loan, underlying collateral, and availability of relevant historical market loan loss data. The Company only expects to charge-off impairment losses as a reduction to current expected credit losses and as a reduction to the respective loan balance if and when such amounts are deemed non-recoverable. This is generally at the time a loan is repaid or foreclosed. However, non-recoverability may also be concluded if, in the Company’s determination, it is nearly certain that all amounts due will not be collected. Quarterly, the Company evaluates the risk of all loans held-for-investment and assigns a risk rating based on a variety of factors, grouped as follows: (i) loan and credit structure, including the as-is loan-to-value (“LTV”) ratio and structural features; (ii) quality and stability of real estate value and operating cash flow, including debt yield, dynamics of the geography, property type and local market, physical condition, stability of cash flow, leasing velocity and quality and diversity of tenancy; (iii) performance against underwritten business plan; and (iv) quality, experience and financial condition of sponsor, borrower and guarantor(s). Based on a 5-point scale, the Company’s loans are rated “1” through “5,” from least risk to greatest risk, respectively, which ratings are defined as follows: 1- Outperform — Most satisfactory asset quality and liquidity, good leverage capacity. A “1” rating maintains predictable and strong cash flows from operations. The trends and outlook for the credit’s operations, balance sheet, and industry are neutral to favorable. Collateral, if appropriate, exceeds performance metrics; 2- Meets or Exceeds Expectations — Acceptable asset quality, moderate excess liquidity, modest leverage capacity. A “2” rating could have some financial/non-financial weaknesses which are offset by strengths; however, the credit demonstrates an ample current cash flow from operations. The trends and outlook for the credit’s 15 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) operations, balance sheet, and industry are generally positive or neutral. Collateral performance, if appropriate, meets or exceeds substantially all performance metrics included in original or current underwriting / business plan; 3- Satisfactory — Acceptable asset quality, somewhat strained liquidity, minimal leverage capacity. A “3” rating is at times characterized by acceptable cash flows from operations. The trends and conditions of the credit’s operations and balance sheet are neutral. Collateral performance, if appropriate, meets or is on track to meet underwriting; business plan can reasonably be achieved; 4- Underperformance — The debt investment possesses credit deficiencies or potential weaknesses which deserve management’s close and continued attention. The obligor’s operations and/or balance sheet have demonstrated an adverse trend or deterioration which, while serious, has not reached the point where the liquidation of debt is jeopardized. These weaknesses are generally considered correctable by the borrower in the normal course of business but may weaken the asset or inadequately protect the Company’s credit position if not checked or corrected. Collateral performance, if appropriate, falls short of original underwriting, material differences exist from business plan, or both; technical milestones have been missed; defaults may exist, or may soon occur absent material improvement; and 5- Default/Possibility of Loss — The debt investment is protected inadequately by the current enterprise value or paying capacity of the obligor or of the collateral, if any. The underlying company’s operations have well-defined weaknesses based upon objective evidence, such as recurring or significant decreases in revenues and cash flows. Major variance from business plan; loan covenants or technical milestones have been breached; timely exit from loan via sale or refinancing is questionable; risk of principal loss. Collateral performance, if appropriate, is significantly worse than underwriting. The Company generally assigns a risk rating of “3” to all newly originated or acquired loans held-for-investment during a most recent quarter, except in the case of specific circumstances warranting an exception. In estimating credit losses related to real estate-related securities, management considers a variety of factors, including, but not limited to, the extent to which the fair value is less than the amortized cost basis, recent events specific to the security, industry or geographic area, the payment structure of the security, the failure of the issuer of the security to make scheduled interest or principal payments, and external credit ratings and recent changes in such ratings. Credit losses, if any, are estimated by calculating the difference between (i) the present value of estimated cash flows expected to be collected from the security discounted at the yield determined as of the initial acquisition date or, if since revised, as of the last date previously revised, and (ii) the net amortized cost basis of the security. Significant judgment is used in estimating future cash flows for the Company’s real estate-related securities. Leases The Company 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 Company 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. The Company is not a party to any material leases where it is the lessee. 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. 16 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Development Activities Project costs and expenses, including interest incurred, associated with the development, construction and lease-up of a real estate project are capitalized as construction in progress. For additional information, refer to Note 4 — Real Estate Assets. Revenue Recognition Revenue from leasing activities 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 Company 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 condensed consolidated statements of operations. The Company 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 Company continually reviews whether collection of future lease payments and current and future operating expense reimbursements from tenants are 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 future lease payments is not probable, the Company 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 Company 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. Revenue from lending activities Interest income from the Company’s loans held-for-investment and CMBS is recognized using the effective interest method (or the modified straight-line method when it is materially consistent with the effective interest method). Interest income is comprised of interest earned on credit investments and the accretion and amortization of net loan origination fees, other fees and discounts recognized through the life of each investment. Interest income on loans is accrued as earned, with the accrual of interest suspended when the related loan becomes a nonaccrual loan. Interest income on the Company’s liquid corporate senior loans and corporate senior loans is accrued as earned beginning on the settlement date. Upon the sale of a security, the realized net gain or loss is computed on the specific identification method. The Company recognizes interest income on its CLO subordinated note using the effective yield method utilizing expected cash flows from the underlying positions. The accretable yield is initially measured as the excess of all cash flows expected to be collected attributable to the beneficial interest, estimated at the transaction date over the initial investment, and will be re-evaluated upon the receipt of each quarterly distribution. Expected cash flows inherent in the estimate of accretable yields are based on expectations of default, as well as other loan-performance assumptions that impact the loans underlying the CLO portfolio. Upon the sale of a security, the realized net gain or loss is computed on the specific identification method. Accrual of interest income is suspended on nonaccrual loans. Loans that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status. Interest collected is recognized on a cash basis when received or as a reduction in the amortized cost basis, based on specific facts and circumstances, until accrual is resumed when the loan becomes contractually current and the Company believes all future principal and interest will be received according to the contractual loan terms. Reportable Segments The Company’s segment information reflects how the chief operating decision makers review information for operational decision-making purposes. The Company has two reportable segments: 17 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Credit — engages primarily in acquiring and originating primarily floating rate first and second lien mortgage loans, either directly or through co-investments in joint ventures, related to real estate assets. This segment also includes investments in real estate-related securities, equity securities, liquid corporate senior loans and corporate senior loans. Real estate — engages primarily in acquiring and managing geographically diversified income-producing retail, industrial and office properties that are primarily single-tenant properties, which are leased to creditworthy tenants under long-term net leases. See Note 16 — Segment Reporting for a further discussion regarding these segments. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. Except as otherwise stated below, the Company is currently evaluating the effect that certain new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s condensed consolidated financial statements. In June 2022, the FASB issued Accounting Standards Update (“ASU”) No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). The amendments in this update clarify the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual sale restrictions and introduce new disclosure requirements related to such equity securities. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those annual periods, with early adoption permitted. The ASU became effective for the Company beginning January 1, 2024. ASU 2022-03 did not have a material impact on the Company’s condensed consolidated financial statements and disclosures during the nine months ended September 30, 2024. In August 2023, the FASB issued ASU No. 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”). ASU 2023-05 applies to the formation of a joint venture and requires a joint venture to initially measure all contributions received upon its formation at fair value. The guidance is intended to reduce diversity in practice and provide users of joint venture financial statements with more decision-useful information. The amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. The Company does not believe the adoption of ASU 2023-05 will have a material impact on its condensed consolidated financial statements and disclosures. 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 Company is still assessing whether the adoption of ASU 2023-07 will have a material impact on its condensed consolidated financial statements and disclosures. NOTE 3 — FAIR VALUE MEASUREMENTS GAAP defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are 18 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability. The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities: Real estate-related securities and other — The Company generally determines the fair value of its CMBS by utilizing broker-dealer quotations, reported trades or valuation estimates from pricing models to determine the reported price. Pricing models for CMBS are generally discounted cash flow models that usually consider the attributes applicable to a particular class of security (e.g., credit rating, seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available. Depending upon the significance of the fair value inputs used in determining these fair values, these securities are valued using Level 1, Level 2 or Level 3 inputs. The Company’s CLO subordinated note is valued using Level 3 inputs. The Company determines the fair value of its CLO subordinated note through consideration of the underlying investment portfolio metrics, including prepayment rates, default and recovery rates, and estimated market yields, supplemented by actual trades executed in the market and indicative prices provided by broker-dealers. Operating metrics related to the specific CLO subordinated note are also considered in determining the fair value of the investment. The Company’s equity securities are valued using Level 1, Level 2 or Level 3 inputs depending upon the significance of the fair value inputs used in determining the respective fair values. The estimated fair value of the Company’s equity securities are based on quoted market prices when readily and regularly available in an active market. A breakout of the Company’s CMBS, CLO subordinated note, and equity securities levels of the fair value hierarchy as of September 30, 2024 and December 31, 2023 can be found in the tables under Items Measured at Fair Value on a Recurring Basis below. Repurchase facilities, notes payable and credit facilities — The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. These financial instruments are valued using Level 2 inputs. Derivative instruments — In the normal course of business, the Company uses certain types of derivative instruments, such as interest rate swaps and interest rate caps, for the purpose of managing or hedging its interest rate risk. All derivative instruments are carried at fair value and are generally valued using Level 2 inputs. The fair value of these instruments is determined using interest rate market pricing models. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the respective counterparties. Although the Company has determined that the majority of the inputs used to value its derivatives has generally fallen within Level 2 of the fair value hierarchy, certain credit valuation adjustments associated with such derivatives may utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. Loans held-for-investment — The Company’s loans held-for-investment are recorded at cost upon origination, net of loan origination fees and discounts. The Company estimates the fair value of its loans held-for-investment by performing a present value analysis for the anticipated future cash flows using an appropriate market discount rate taking into consideration the credit risk. The Company has determined that its commercial real estate (“CRE”) loans held-for-investment and corporate senior loans are classified in Level 3 of the fair value hierarchy. The Company’s liquid corporate senior loans are classified as Level 2 or Level 3 depending on the number of market quotations or indicative prices from pricing services that are available, and whether the depth of the market is sufficient to transact at those prices in amounts approximating the Company’s investment position at the measurement date. In accordance with the fair value hierarchy described above, the following table details the net book value and fair value of of the financial instruments described above as of September 30, 2024 and December 31, 2023 (in thousands): 19 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) September 30, 2024 December 31, 2023 Net Book Value Fair Value Net Book Value Fair Value Level Financial assets: First mortgage loans $ 3,187,490 $ 3,367,239 $ 3,539,111 $ 3,596,662 3 Liquid corporate senior loans 51,083 39,565 518,252 515,839 (1) Corporate senior loans 229,788 233,967 207,102 211,167 3 Total financial assets $ 3,468,361 $ 3,640,771 $ 4,264,465 $ 4,323,668 Financial liabilities: Repurchase facilities, notes payable and credit facilities $ 3,274,363 $ 3,213,771 $ 3,939,125 $ 3,827,782 2 Total financial liabilities $ 3,274,363 $ 3,213,771 $ 3,939,125 $ 3,827,782 ____________________________________ (1) As of September 30, 2024, $ 29.8 million and $ 9.8 million of the Company’s liquid corporate senior loans were classified in Level 2 and Level 3 of the fair value hierarchy, respectively. As of December 31, 2023, $ 445.7 million and $ 70.2 million of the Company’s liquid corporate senior loans were classified in Level 2 and Level 3 of the fair value hierarchy, respectively. Other financial instruments — The Company 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 Company could realize, or be liable for, upon disposition of the financial assets and liabilities. The Company 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 Company 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 Company’s financial assets that are required to be measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 (in thousands): Balance as of September 30, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets: CMBS $ 324,664 $ — $ 255,004 $ 69,660 CLO subordinated note 28,061 — — 28,061 Equity securities 36,902 36,387 — 515 Total financial assets $ 389,627 $ 36,387 $ 255,004 $ 98,236 Balance 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) Financial assets: CMBS $ 476,715 $ — $ 347,634 $ 129,081 Equity security 42,999 42,999 — — Total financial assets $ 519,714 $ 42,999 $ 347,634 $ 129,081 20 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) The following are reconciliations of the changes in financial assets with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2024 (in thousands): Level 3 Beginning Balance, January 1, 2024 $ 129,081 Total gains and losses: Unrealized loss included in other comprehensive income (loss) ( 10,548 ) Current expected credit losses ( 51,424 ) Purchases and payments received: Conversion to equity security (1) 654 Investment in CLO subordinated note 31,825 Accreted interest income 415 Discounts, net ( 2,670 ) Capitalized interest income 903 Ending Balance, September 30, 2024 $ 98,236 ____________________________________ (1) During the nine months ended September 30, 2024, one of the Company’s defaulted liquid corporate senior loans was equitized into a Level 3 equity security, as further discussed in Note 7 — Real Estate-Related Securities and Other. Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges) Certain financial and nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The Company’s process for identifying and recording impairment related to credit investments, real estate assets and intangible assets is discussed in Note 2 — Summary of Significant Accounting Policies. As of September 30, 2024, the Company had an aggregate $ 318.1 million asset-specific credit loss reserve on funded and unfunded commitments related to eight of the Company’s first mortgage loans with an aggregate carrying value of $ 1.1 billion. The asset-specific credit loss reserve was recorded based on the Company’s estimation of the fair value of the first mortgage loans’ aggregate underlying collateral, less costs to sell the underlying collateral, as of September 30, 2024. These loans are therefore measured at fair value on a nonrecurring basis using significant unobservable inputs, and are classified as Level 3 assets in the fair value hierarchy. The Company considered a variety of inputs including property performance, market data and comparable sales, as applicable. The significant unobservable inputs used include the terminal capitalization rate, which ranged from 5.5 % to 11.9 %, and the discount rate, which ranged from 10.0 % to 13.0 %. For additional information regarding the first mortgage loans, refer to Note 8 — Loans Held-For-Investment. As discussed in Note 4 — Real Estate Assets, during the nine months ended September 30, 2024, seven properties were deemed to be impaired due to sales prices or revised cash flow estimates that were less than their respective carrying values, and their carrying values were reduced to an estimated fair value of $ 115.4 million, resulting in impairment charges of $ 51.5 million. The revised cash flow estimates were a result of continued deterioration of fundamentals at certain office properties, including weakened leasing activity and increased capitalization rates, and a revision in assumed holding periods at certain properties. Additionally, during the nine months ended September 30, 2024, certain condominium units were deemed to be impaired, primarily due to a decrease in expected sales prices for certain units, and their carrying values were reduced to their estimated fair value, resulting in impairment charges of $ 8.9 million. During the nine months ended September 30, 2023, real estate assets related to five properties were deemed to be impaired and their carrying values were reduced to an estimated fair value of $ 38.6 million, resulting in impairment charges of $ 11.6 million. Additionally, during the nine months ended September 30, 2023, one condominium unit was deemed to be impaired and its carrying value was reduced to its estimated fair value, resulting in impairment charges of $ 156,000 . The Company estimates fair values using Level 3 inputs and a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgment and to make certain key assumptions, including, but not limited to, the following: (1) terminal capitalization rates; (2) discount rates; (3) the number of years the property will be held; (4) property operating expenses; and (5) re-leasing assumptions, including the number of months to re-lease, market rental income and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and the future performance and sustainability of the Company’s tenants. The Company determined that the selling prices used to determine the fair values were Level 2 inputs. 21 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) The following summarizes the ranges of discount rates and terminal capitalization rates used for the Company’s impairment test for the real estate assets during the nine months ended September 30, 2024 and 2023: Nine Months Ended September 30, 2024 2023 Discount Rate Terminal Capitalization Rate Discount Rate Terminal Capitalization Rate 8.6 % - 11.0 % 8.1 % - 9.5 % 7.5 % - 11.9 % 7.0 % - 11.4 % The following table presents the impairment charges by asset class recorded during the nine months ended September 30, 2024 and 2023 (in thousands): Nine Months Ended September 30, 2024 2023 Asset class impaired: Land $ 8,184 $ 2,954 Buildings, fixtures and improvements 39,372 7,856 Intangible lease assets 3,917 758 Intangible lease liabilities 5 — Condominium developments 8,940 156 Total impairment loss $ 60,418 $ 11,724 NOTE 4 — REAL ESTATE ASSETS Property Acquisitions During the nine months ended September 30, 2024, the Company acquired two commercial properties for an aggregate purchase price of $ 44.1 million (the “2024 Property Acquisitions”), which includes $ 148,000 of external acquisition-related expenses that were capitalized. The Company funded the 2024 Property Acquisitions with proceeds from the sale of loans held-for-investment. During the nine months ended September 30, 2023, the Company did no t acquire any properties. The following table summarizes the purchase price allocation for the 2024 Property Acquisitions (in thousands): 2024 Property Acquisitions Land $ 3,132 Buildings, fixtures and improvements 28,709 Acquired in-place leases and other intangibles (1) 12,307 Total purchase price $ 44,148 ____________________________________ (1) The amortization period for acquired in-place leases and other intangibles is 20.0 years. Condominium Development Project During the nine months ended September 30, 2024 and 2023, the Company capitalized $ 14.5 million and $ 9.1 million, respectively, of expenditures associated with the development of condominiums acquired via foreclosure, which is included in condominium developments in the accompanying condensed consolidated balance sheets. Such capitalized expenditures included $ 1.0 million of capitalized interest expense during the nine months ended September 30, 2023. No capitalized interest was included in the capitalized expenditures during the nine months ended September 30, 2024. Condominium Dispositions During the nine months ended September 30, 2024, the Company disposed of condominium units for an aggregate sales price of $ 37.4 million, resulting in proceeds of $ 34.1 million after closing costs and a gain of $ 4.5 million. During the nine months ended September 30, 2023, the Company disposed of condominium units for an aggregate sales price of $ 43.1 million, resulting in proceeds of $ 39.1 million after closing costs and a gain of $ 3.0 million. The Company has no continuing 22 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) involvement that would preclude sale treatment with these condominium units. The gain on sale of condominium units is included in gain on disposition of real estate and condominium developments, net in the condensed consolidated statements of operations. Property Dispositions and Real Estate Assets Held for Sale During the nine months ended September 30, 2024, the Company disposed of three properties, including one retail property, one industrial property and one office property, for an aggregate gross sales price of $ 60.8 million, resulting in proceeds of $ 58.7 million after closing costs. No gain or loss was recorded. The Company has no continuing involvement that would preclude sale treatment with these properties. On December 29, 2022, certain subsidiaries of the Company entered into an Agreement of Purchase and Sale (the “Realty Income Purchase and Sale Agreement”) with certain subsidiaries of Realty Income Corporation (NYSE: O) (“Realty Income”), to sell to Realty Income 185 single-tenant net lease properties encompassing approximately 4.6 million gross rentable square feet of commercial space across 34 states for total consideration of $ 894.0 million. The consideration was paid in cash. During the nine months ended September 30, 2023, the Company disposed of 186 properties, including 183 retail properties and three industrial properties, for an aggregate gross sales price of $ 913.5 million, resulting in proceeds of $ 903.7 million after closing costs and a gain of $ 43.9 million. The sale of 178 of these properties closed pursuant to the Realty Income Purchase and Sale Agreement for total consideration of $ 861.0 million, resulting in proceeds of $ 852.6 million after closing costs and a gain of $ 32.3 million. The Company has no continuing involvement that would preclude sale treatment with these properties. The gain on sale of real estate is included in gain on disposition of real estate and condominium developments, net in the condensed consolidated statements of operations. As of September 30, 2024, the Company identified two properties with an aggregate carrying value of $ 13.3 million as held for sale. The Company disposed of these properties subsequent to September 30, 2024 for $ 16.0 million, as further discussed in Note 17 — Subsequent Events. As of September 30, 2023, the Company did not identify any real estate assets as held for sale. Impairment The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate that the carrying value of certain of its real estate assets may not be recoverable. See Note 2 — Summary of Significant Accounting Policies for a discussion of the Company’s accounting policies regarding impairment of real estate assets. During the nine months ended September 30, 2024, seven properties totaling approximately 824,000 square feet with a carrying value of $ 166.9 million were deemed to be impaired and their carrying values were reduced to an estimated fair value of $ 115.4 million, resulting in impairment charges of $ 51.5 million, which were recorded in the condensed consolidated statements of operations. Additionally, during the nine months ended September 30, 2024, certain condominium units were deemed to be impaired and their carrying values were reduced to their estimated fair value, resulting in impairment charges of $ 8.9 million, which were recorded in the condensed consolidated statements of operations. During the nine months ended September 30, 2023, five properties totaling approximately 240,000 square feet with a carrying value of $ 50.2 million were deemed to be impaired and their carrying values were reduced to an estimated fair value of $ 38.6 million, resulting in impairment charges of $ 11.6 million, which were recorded in the condensed consolidated statements of operations. Additionally, during the nine months ended September 30, 2023, one condominium unit was deemed to be impaired and its carrying value was reduced to its estimated fair value, resulting in impairment charges of $ 156,000 , which was recorded in the condensed consolidated statements of operations. See Note 3 — Fair Value Measurements for a further discussion regarding these impairment charges during the nine months ended September 30, 2024 and 2023. Property Concentrations As of September 30, 2024, one of the Company’s tenants, CVS, accounted for 10 % of the Company’s 2024 annualized rental income across 33 properties. As of September 30, 2024, the Company had properties located in Ohio, which accounted for 16 % of the Company’s 2024 annualized rental income. In addition, the Company had tenants in the health and personal care stores, manufacturing, and sporting goods, hobby, and musical instrument retailers industries, which accounted for 14 %, 12 %, and 11 %, respectively, of the Company’s 2024 annualized rental income. 23 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) NOTE 5 — INTANGIBLE LEASE ASSETS AND LIABILITIES Intangible lease assets and liabilities consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands, except weighted average life remaining): September 30, 2024 December 31, 2023 Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $ 49,632 and $ 49,737 , respectively (with a weighted average life remaining of 12.0 years and 11.2 years, respectively) $ 92,252 $ 97,537 Acquired above-market leases, net of accumulated amortization of $ 3,115 and $ 3,029 , respectively (with a weighted average life remaining of 10.8 years and 11.1 years, respectively) 3,545 3,914 Total intangible lease assets, net $ 95,797 $ 101,451 Intangible lease liabilities: Acquired below-market leases, net of accumulated amortization of $ 5,982 and $ 5,136 , respectively (with a weighted average life remaining of 11.4 years and 12.1 years, respectively) $ 12,508 $ 13,354 Amortization of the above-market leases is recorded as a reduction to rental and other property income, and amortization expense for the in-place leases and other intangibles is included in depreciation and amortization in the accompanying condensed consolidated statements of operations. Amortization of below-market leases is recorded as an increase to rental and other property income in the accompanying condensed consolidated statements of operations. The following table summarizes the amortization related to the intangible lease assets and liabilities for the three and nine months ended September 30, 2024 and 2023 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 In-place lease and other intangible amortization $ 2,211 $ 2,965 $ 7,541 $ 11,061 Above-market lease amortization $ 96 $ 116 $ 308 $ 468 Below-market lease amortization $ 280 $ 309 $ 846 $ 1,055 As of September 30, 2024, the estimated amortization relating to the intangible lease assets and liabilities is as follows (in thousands): Amortization In-Place Leases and Other Intangibles Above-Market Leases Below-Market Leases Remainder of 2024 $ 2,376 $ 97 $ 280 2025 9,337 390 1,120 2026 8,614 372 1,120 2027 8,370 356 1,120 2028 7,663 343 1,120 Thereafter 55,892 1,987 7,748 Total $ 92,252 $ 3,545 $ 12,508 NOTE 6 — INVESTMENT IN UNCONSOLIDATED ENTITIES During the year ended December 31, 2021, the Company entered into the Unconsolidated Joint Venture, of which the Company currently owns as of September 30, 2024, indirectly through CMFT MT JV Holdings, LLC and CLR NP Holdings, LLC, a subsidiary of CLR, approximately 50 % of the outstanding equity. The Unconsolidated Joint Venture holds approximately 92 % of the membership interest in the NewPoint JV. Through the Unconsolidated Joint Venture, the Company holds an approximate 46 % interest in the NewPoint JV and accounts for its investment under the equity method. The primary purpose of the NewPoint JV is to source, underwrite, close and service on an ongoing basis multifamily bridge loans, participation interests, and other debt instruments such as loans. As of September 30, 2024 and December 31, 2023, the 24 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) carrying value of the Company’s investment in NP JV Holdings was $ 154.6 million and $ 126.8 million, respectively, which approximates fair value and is included in investment in unconsolidated entities on the condensed consolidated balance sheets. The Company recorded a gain totaling $ 4.6 million and $ 9.9 million, which represented its share of NP JV Holdings’ gain, during the three and nine months ended September 30, 2024, respectively, in the condensed consolidated statements of operations. The Company recorded a gain totaling $ 3.1 million and $ 8.2 million, which represented its share of NP JV Holdings’ gain, during the three and nine months ended September 30, 2023, respectively, in the condensed consolidated statements of operations. During the nine months ended September 30, 2024, the Company contributed an additional $ 28.2 million in NP JV Holdings. The Company also received $ 10.3 million in distributions during the nine months ended September 30, 2024, $ 9.9 million of which was recognized as a return on investment and $ 397,000 of which was recognized as a return of investment and reduced the invested capital and the carrying amount. As of September 30, 2024, the Company had $ 60.5 million of unfunded commitments related to NewPoint JV. These commitments are not reflected in the accompanying condensed consolidated balance sheets. The Company provided a limited guaranty to NewPoint JV, under which the Company agreed to guarantee the Unconsolidated Joint Venture’s cross indemnity and its share of capital contribution obligations under the agreement with NewPoint JV. NOTE 7 — REAL ESTATE-RELATED SECURITIES AND OTHER As of September 30, 2024, the Company’s real estate-related securities and other had an aggregate estimated fair value of $ 389.6 million, which included 17 CMBS investments, one CLO subordinated note and four equity securities. The CMBS investments have initial maturity dates ranging from October 2024 through June 2058 and have interest rates ranging from 0.2 % to 12.4 % as of September 30, 2024, with one CMBS earning a zero coupon rate. As of September 30, 2024, the CLO subordinated note has an initial maturity date of July 2037 and an estimated effective yield of 16.6 %. The following is a summary of the Company’s real estate-related securities and other as of September 30, 2024 (in thousands): Real Estate-Related Securities and Other Gross Unrealized Amortized Cost Basis Gains Losses CECL Fair Value CMBS $ 497,892 $ 364 $ ( 86,360 ) $ ( 87,232 ) $ 324,664 CLO subordinated note 28,061 — — — 28,061 Equity securities 58,447 — ( 21,545 ) — 36,902 Total real estate-related securities and other $ 584,400 $ 364 $ ( 107,905 ) $ ( 87,232 ) $ 389,627 The following table provides the activity for the real estate-related securities and other during the nine months ended September 30, 2024 (in thousands): Amortized Cost Basis Unrealized Loss CECL Fair Value Real estate-related securities and other as of January 1, 2024 $ 647,035 $ ( 91,513 ) $ ( 35,808 ) $ 519,714 Investment in CLO subordinated note 31,825 — — 31,825 Converted equity securities 5,060 — — 5,060 Discounts on purchase of CLO subordinated note ( 4,179 ) — — ( 4,179 ) Amortization of discount on real estate-related securities 1,993 — — 1,993 Accretion of interest income on CLO subordinated note 415 — — 415 Capitalized interest income on real estate-related securities 903 — — 903 Principal payments received on real estate-related securities ( 98,652 ) — — ( 98,652 ) Unrealized loss on real estate-related securities and other, net — ( 16,028 ) — ( 16,028 ) Provision for credit losses — — ( 51,424 ) ( 51,424 ) Real estate-related securities and other as of September 30, 2024 $ 584,400 $ ( 107,541 ) $ ( 87,232 ) $ 389,627 25 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) During the nine months ended September 30, 2024, the Company received $ 5.1 million in equity securities through the equitization of two existing liquid corporate senior loan positions, comprised of a $ 927,000 preferred equity security and $ 4.1 million in two common equity securities, all of which are included in real estate-related securities and other on the Company’s condensed consolidated balance sheets. Unrealized gains and losses on equity securities are reported on the condensed consolidated statements of operations. During the nine months ended September 30, 2024, the Company invested $ 27.6 million in a CLO subordinated note as further described in Note 2 — Summary of Significant Accounting Policies. Unrealized gains and losses on CMBS and the CLO subordinated note are recorded in other comprehensive income (loss), with a portion of the amount subsequently reclassified into other (expense) income, net in the accompanying condensed consolidated statements of operations as securities are sold and gains and losses are recognized. During the nine months ended September 30, 2024, the Company recorded $ 16.0 million of net unrealized loss on its real estate-related securities and equity securities, comprised of a $ 4.8 million unrealized loss on CMBS, which is included in other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive income (loss) and a $ 11.2 million unrealized loss on the Company’s equity securities, which is included in unrealized gain (loss) on equity securities in the accompanying condensed consolidated statements of operations. During the nine months ended September 30, 2023, the Company recorded $ 16.0 million of net unrealized loss on its real estate-related securities, comprised of a $ 19.3 million unrealized loss on CMBS, which is included in other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive income (loss) and a $ 3.3 million unrealized gain on the Company’s equity security, which is included in unrealized gain (loss) on equity securities in the accompanying condensed consolidated statements of operations. The scheduled maturities of the Company’s CMBS and CLO subordinated note as of September 30, 2024 are as follows (in thousands): CMBS and CLO Amortized Cost Estimated Fair Value Due within one year $ 452,185 $ 289,534 Due after one year through five years — — Due after five years through ten years 13,331 10,815 Due after ten years 60,437 52,376 Total $ 525,953 $ 352,725 Actual maturities of real estate-related securities can differ from contractual maturities because borrowers on certain corporate credit securities may have the right to prepay their respective debt obligations at any time. In addition, factors such as prepayments and interest rates may affect the yields on such securities. Current Expected Credit Losses Current expected credit losses reflect the Company’s current estimate for potential credit losses related to real estate-related securities included in the Company’s condensed consolidated balance sheets. Current expected credit related losses are recorded in increase in provision for credit losses on the Company’s condensed consolidated statements of operations. Refer to Note 2 — Summary of Significant Accounting Policies for further discussion of the Company’s current expected credit losses. The following table presents the activity in the Company’s current expected credit losses related to its positions in two different tranches of a CMBS instrument for the nine months ended September 30, 2024 and 2023 (in thousands): CMBS Current expected credit losses as of January 1, 2024 $ 35,808 Reversal of credit losses ( 246 ) Current expected credit losses as of March 31, 2024 35,562 Provision for credit losses 4,529 Current expected credit losses as of June 30, 2024 40,091 Provision for credit losses 47,141 Current expected credit losses as of September 30, 2024 $ 87,232 26 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) CMBS Current expected credit losses as of January 1, 2023 $ — Provision for credit losses — Current expected credit losses as of March 31, 2023 — Provision for credit losses 23,452 Current expected credit losses as of June 30, 2023 23,452 Provision for credit losses 2,296 Current expected credit losses as of September 30, 2023 $ 25,748 During the year ended December 31, 2023, the loan collateralizing one of the Company’s CMBS positions was transferred from the master servicer to a special servicer due to payment default generated by halted rent payments on the underlying office properties being mortgaged. In March 2023, the underlying collateral of the loan was appraised by the special servicer, resulting in an appraisal reduction representing approximately 44 % of one of the CMBS position’s tranches in which the Company is invested. Though the appraisal reduction was partially reversed during the year ended December 31, 2023, the initial appraisal reduction resulted in reduced cash flows received from the respective CMBS position during the year ended December 31, 2023. In addition, during the three months ended September 30, 2024, the Company received notice of preliminary sales transaction activity in relation to the underlying collateral of this CMBS position, as well as an additional position in a separate tranche of this instrument, indicative of a bid below the carrying value of the investment. The Company considered various factors, including the factors noted above, in determining whether a credit loss existed. The present value of cash flows expected to be collected from the CMBS positions did not exceed their amortized cost basis, and as such the Company determined both tranches of the security the Company is invested in had incurred a credit loss. In addition, as of March 31, 2024, the CMBS positions were in maturity default as they did not mature as anticipated on the initial maturity date during December 2023. As of September 30, 2024, the CMBS positions were no longer in maturity default as the CMBS was modified to provide for an extended maturity date of July 2025 plus a six-month extension option, as well as a permanently reduced interest rate to 0.019 % per annum. The Company does not intend to sell the CMBS position and it is not considered more likely than not that the Company will be forced to sell the security prior to recovering the amortized cost. As a result of the credit loss incurred, the Company reclassified $ 13.6 million of unrealized loss from other comprehensive income (loss) on the condensed consolidated statements of comprehensive income (loss) to increase in provision for credit losses on the condensed consolidated statements of operations during the year ended December 31, 2023, and recorded an incremental $ 22.2 million to increase in provision for credit losses on the condensed consolidated statements of operations identified as part of the Company’s quantitative credit loss assessment during the year ended December 31, 2023. During the nine months ended September 30, 2024, the Company recorded a $ 51.4 million increase to the provision for credit losses on the condensed consolidated statements of operations. As of September 30, 2024, the amortized cost basis of the CMBS positions identified as having incurred a credit loss was $ 192.8 million prior to any credit loss provisions. The Company will continue to monitor for changes in expected cash flows in order to continue to measure the credit loss. As of September 30, 2024, there were 13 CMBS positions with an aggregate fair value of $ 295.5 million with unrealized losses reflected in other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive income (loss). Upon evaluating these securities at the individual security level, the Company concluded that the unrealized losses included in other comprehensive income (loss) as of September 30, 2024 were noncredit-related and would be recovered from the securities’ estimated future cash flows. The Company considered various factors in reaching this conclusion, including that the Company did not intend to sell the securities, it was not considered more likely than not that the Company would be forced to sell the securities prior to recovering the amortized cost, and there were no material credit events that would have caused the Company to conclude that the amortized cost would not be recovered. 27 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) NOTE 8 — LOANS HELD-FOR-INVESTMENT The Company’s loans held-for-investment consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands): As of September 30, As of December 31, 2024 2023 First mortgage loans (1) $ 3,561,475 $ 3,648,351 Total CRE loans held-for-investment and related receivables, net 3,561,475 3,648,351 Liquid corporate senior loans 52,100 537,990 Corporate senior loans 233,917 210,722 Loans held-for-investment and related receivables, net $ 3,847,492 $ 4,397,063 Less: Current expected credit losses $ ( 379,131 ) $ ( 132,598 ) Total loans held-for-investment and related receivables, net $ 3,468,361 $ 4,264,465 ____________________________________ (1) As of September 30, 2024 and December 31, 2023, first mortgage loans included $ 20.2 million of contiguous mezzanine loan components that, as a whole, have expected credit quality similar to that of a first mortgage loan. The following table details overall statistics for the Company’s loans held-for-investment as of September 30, 2024 and December 31, 2023 (dollar amounts in thousands): CRE Loans (1) (2) Liquid Corporate Senior Loans Corporate Senior Loans September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 Number of loans 33 33 18 237 20 21 Principal balance $ 3,578,512 $ 3,669,116 $ 53,516 $ 543,837 $ 238,235 $ 214,650 Net book value $ 3,187,490 $ 3,539,111 $ 51,083 $ 518,252 $ 229,788 $ 207,102 Weighted-average interest rate (3) 8.3 % 8.7 % 10.2 % 9.3 % 11.1 % 11.9 % Weighted-average maximum years to maturity 2.5 2.8 (4) 3.9 4.2 3.5 3.8 Unfunded loan commitments (5) $ 232,558 $ 241,708 $ — $ 152 $ 33,366 $ 30,592 ____________________________________ (1) As of September 30, 2024, 94.4 % of the Company’s CRE loans by principal balance earned a floating rate of interest primarily indexed to the Secured Overnight Financing Rate (“SOFR”). (2) Maximum maturity date assumes all extension options are exercised by the borrowers and assumes all relevant conditions are met for such extensions; however, the loans may be repaid prior to such date. (3) The weighted-average interest rate is based on the relevant floating benchmark plus a spread. Excludes loans on nonaccrual status. (4) As of December 31, 2023, two of the Company’s first mortgage loans were in maturity default. During January 2024, the loans were refinanced, each with a fully extended maturity date of January 7, 2028 and are no longer in maturity default. Upon the closings of each refinance, the accrued default interest was waived. (5) Unfunded loan commitments are subject to the satisfaction of borrower milestones and are not reflected in the accompanying condensed consolidated balance sheets. 28 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Activity relating to the Company’s loans held-for-investment portfolio was as follows for the nine months ended September 30, 2024 (in thousands): CRE Loans (1) Liquid Corporate Senior Loans Corporate Senior Loans Total Loan Portfolio Balance, January 1, 2024 $ 3,539,111 $ 518,252 $ 207,102 $ 4,264,465 Loan originations, acquisitions and funding 102,322 69,831 50,452 222,605 Sale of loans (2) — ( 446,974 ) — ( 446,974 ) Principal repayments received ( 197,787 ) ( 85,684 ) ( 26,904 ) ( 310,375 ) Capitalized interest 4,861 73 37 4,971 Conversion to equity securities (3) — ( 5,060 ) — ( 5,060 ) Write-offs charged (4) — ( 4,989 ) — ( 4,989 ) Deferred fees and other items (5) ( 1,094 ) ( 13,276 ) ( 1,440 ) ( 15,810 ) Accretion and amortization of fees and other items 4,822 189 1,050 6,061 (Provision for) reversal of credit losses (6) ( 264,745 ) 18,721 ( 509 ) ( 246,533 ) Balance, September 30, 2024 $ 3,187,490 $ 51,083 $ 229,788 $ 3,468,361 ____________________________________ (1) Loan originations, acquisitions and funding include $ 11.2 million in protective advances while principal repayments received include $ 12.3 million of cost-recovery proceeds received on the Company’s nonaccrual first mortgage loans during the nine months ended September 30, 2024. (2) Includes $ 265.4 million in sales of liquid corporate senior loans to OFSI BSL XIV CLO, Ltd., as further discussed in Note 2 — Summary of Significant Accounting Policies. (3) During the nine months ended September 30, 2024, two of the Company’s defaulted liquid corporate senior loans were equitized into shares of common equity and a preferred equity security, as further discussed in Note 7 — Real Estate-Related Securities and Other. (4) Includes a $ 2.1 million write-off on four liquid corporate senior loans as a result of distressed restructurings of the positions, which is included in increase in provision for credit losses on the Company’s condensed consolidated statements of operations. (5) Other items primarily consist of purchase discounts or premiums and deferred origination expenses. (6) Does not include current expected losses for unfunded or unsettled loan commitments. Such amounts are included in accrued expenses and accounts payable on the accompanying condensed consolidated balance sheets. As of September 30, 2024, the Company’s CRE loans had the following characteristics based on carrying value (dollar amounts in thousands): Collateral Property Type As of September 30, 2024 Office $ 1,754,468 49.3 % Multifamily 1,146,071 32.2 % Industrial 330,850 9.3 % Hospitality 135,115 3.8 % Mixed Use 69,370 1.9 % Retail 64,808 1.8 % Self-Storage 60,793 1.7 % Total first mortgage loans $ 3,561,475 100 % Less: current expected credit losses ( 373,985 ) Total first mortgage loans, net $ 3,187,490 29 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Geographic Location As of September 30, 2024 South $ 1,398,089 39.3 % West 1,111,993 31.2 % East 801,186 22.5 % Various 250,207 7.0 % Total first mortgage loans $ 3,561,475 100 % Less: current expected credit losses ( 373,985 ) Total first mortgage loans, net $ 3,187,490 Current Expected Credit Losses Current expected credit losses reflect the Company’s current estimate of potential credit losses related to loans held-for-investment included in the Company’s condensed consolidated balance sheets. Refer to Note 2 — Summary of Significant Accounting Policies for further discussion of the Company’s current expected credit losses. 30 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) The following table presents the activity in the Company’s current expected credit losses related to loans held-for-investment by loan type for the nine months ended September 30, 2024 and 2023 (in thousands): First Mortgage Loans Unfunded First Mortgage Loans (1) Liquid Corporate Senior Loans Unfunded or Unsettled Liquid Corporate Senior Loans (1) Corporate Senior Loans Unfunded Corporate Senior Loans (1) Total Current expected credit losses as of January 1, 2024 $ 109,240 $ 10,062 $ 19,738 $ 3 $ 3,620 $ 495 $ 143,158 Provision for (reversal of) credit losses 77,564 ( 6,653 ) ( 3,719 ) ( 1 ) 249 ( 78 ) 67,362 Charge-offs of CECL — — ( 1,649 ) — — — ( 1,649 ) Current expected credit losses as of March 31, 2024 $ 186,804 $ 3,409 $ 14,370 $ 2 $ 3,869 $ 417 $ 208,871 Provision for (reversal of) credit losses 211,485 7,197 ( 5,963 ) ( 1 ) ( 335 ) ( 13 ) 212,370 Charge-offs of CECL — — ( 480 ) — — — ( 480 ) Current expected credit losses as of June 30, 2024 $ 398,289 $ 10,606 $ 7,927 $ 1 $ 3,534 $ 404 $ 420,761 (Reversal of) provision for credit losses ( 24,304 ) 5,029 ( 4,050 ) ( 1 ) 595 117 ( 22,614 ) Charge-offs of CECL — — ( 2,860 ) — — — ( 2,860 ) Current expected credit losses as of September 30, 2024 $ 373,985 $ 15,635 $ 1,017 $ — $ 4,129 $ 521 $ 395,287 Current expected credit losses as of January 1, 2023 $ 20,352 $ 1,890 $ 21,195 $ 377 $ 797 $ 66 $ 44,677 Provision for (reversal of) credit losses 1,949 138 ( 914 ) ( 121 ) 400 1 1,453 Current expected credit losses as of March 31, 2023 $ 22,301 $ 2,028 $ 20,281 $ 256 $ 1,197 $ 67 $ 46,130 Provision for credit losses 22,468 2,140 551 3 764 259 26,185 Current expected credit losses as of June 30, 2023 $ 44,769 $ 4,168 $ 20,832 $ 259 $ 1,961 $ 326 $ 72,315 Provision for (reversal of) credit losses 45,651 5,030 ( 2,841 ) ( 259 ) 338 4 47,923 Current expected credit losses as of September 30, 2023 $ 90,420 $ 9,198 $ 17,991 $ — $ 2,299 $ 330 $ 120,238 ____________________________________ (1) Current expected losses for unfunded or unsettled loan commitments are included in accrued expenses and accounts payable on the condensed consolidated balance sheets. Changes to current expected credit losses are recognized through net income (loss) on the Company’s condensed consolidated statements of operations. During the three months ended September 30, 2024, the Company recorded a net decrease of $ 25.5 million in the current expected credit loss reserve against the loans held-for-investment portfolio, bringing the total current expected credit loss reserve on funded and unfunded commitments to $ 395.3 million. The current expected credit loss reserve reflects certain loans assessed for impairment as well as macroeconomic and current portfolio conditions. 31 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) As of September 30, 2024, the Company had three collateral dependent risk-rated 5 first mortgage loan investments on nonaccrual status: (i) a $ 133.4 million commercial first mortgage loan on an office building in Massachusetts primarily due to a decrease in rent collection, reduced leasing activity, stabilization costs required, and past due interest payments during the nine months ended September 30, 2024; (ii) a $ 125.7 million commercial first mortgage loan on an office building in Virginia primarily due to slower than anticipated leasing activity driven by COVID-accelerated office trends, decreased in-place occupancy, and past due interest payments during the nine months ended September 30, 2024; and (iii) a $ 113.1 million commercial first mortgage loan on an office building in California primarily due to being past due on its interest payments during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company recognized $ 960,000 , $ 982,000 and $ 7.6 million, respectively, of interest income on each of the first mortgage loans prior to payment default. As of September 30, 2024, two of the risk-rated 5 first mortgage loans noted above were more than 90 days past due on their interest payments and one of the risk-rated 5 mortgage loans was less than 90 days past due on its interest payments. Future interest collections related to these loans will be accounted for on a cash basis when received or as a reduction in the amortized cost basis, based on specific facts and circumstances at the time of payment. In addition, during the three months ended September 30, 2024, one of the Company’s first mortgage loans previously on nonaccrual status resumed anticipated interest payments and repaid outstanding overdue interest in accordance with the loan modification discussed below. As of September 30, 2024, the Company’s asset-specific credit loss reserve totaled $ 318.1 million on funded and unfunded commitments, which related to the Company’s risk-rated 5 first mortgage loans. The asset-specific credit loss reserve is recorded based on the Company’s estimation of the fair value of each loan’s underlying collateral, less costs to sell the underlying collateral where applicable, as of September 30, 2024. Risk Ratings As further described in Note 2 — Summary of Significant Accounting Policies, the Company evaluates its loans held-for-investment portfolio on a quarterly basis. Each quarter, the Company assesses the risk factors of each loan, and assigns a risk rating based on several factors. Factors considered in the assessment include, but are not limited to, loan and credit structure, current LTV ratio, debt yield, collateral performance, and the quality and condition of the sponsor, borrower, and guarantor(s). Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2 — Summary of Significant Accounting Policies. 32 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) The Company’s primary credit quality indicator is its risk ratings, which are further discussed above. The following table presents the net book value of the Company’s loans held-for-investment portfolio as of September 30, 2024 by year of origination, loan type, and risk rating (dollar amounts in thousands): Amortized Cost of Loans Held-For-Investment by Year of Origination (1) As of September 30, 2024 Number of Loans 2024 2023 2022 2021 2020 Prior Total First mortgage loans by internal risk rating: 1 — $ — $ — $ — $ — $ — $ — $ — 2 — — — — — — — — 3 19 145,246 388,490 591,420 732,495 71,600 — 1,929,251 4 6 — — 253,906 257,279 — — 511,185 5 8 — — 456,062 613,153 — 51,824 1,121,039 Total first mortgage loans 33 145,246 388,490 1,301,388 1,602,927 71,600 51,824 3,561,475 Liquid corporate senior loans by internal risk rating: (2) 1 — — — — — — — — 2 — — — — — — — — 3 7 3,490 2,898 13,578 5,610 — — 25,576 4 11 8,931 1,120 7,134 9,339 — — 26,524 5 — — — — — — — — Total liquid corporate senior loans 18 12,421 4,018 20,712 14,949 — — 52,100 Corporate senior loans by internal risk rating: 1 — — — — — — — — 2 — — — — — — — — 3 19 102,818 63,403 56,323 — — — 222,544 4 1 — 11,373 — — — — 11,373 5 — — — — — — — — Total corporate senior loans 20 102,818 74,776 56,323 — — — 233,917 Less: Current expected credit losses ( 379,131 ) Total loans held-for-investment and related receivables, net 71 $ 3,468,361 Weighted Average Risk Rating (3) 3.7 Gross charge-offs (4) — — — ( 853 ) ( 4,136 ) — $ ( 4,989 ) ____________________________________ (1) Date loan was originated or acquired by the Company. Origination dates are subsequently updated to reflect material loan modifications. (2) As of September 30, 2024, one of the Company’s liquid corporate senior loan investments was on nonaccrual status with an aggregate carrying value of $ 378,000 , which represented less than 1 % of the carrying value of the Company’s liquid corporate senior loans portfolio. (3) Weighted average risk rating calculated based on carrying value at period end. (4) Represents gross charge-offs by year of origination during the nine months ended September 30, 2024. Loan Modifications The Company may amend or modify a loan depending on the loan’s specific facts and circumstances, which are disclosable under ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage 33 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Disclosures (“ASU 2022-02”) . Such modifications generally provide borrowers with additional time to refinance or sell the collateral property, interest payment adjustments, deferral of scheduled principal repayments, and/or adjustments or waivers of performance tests that are prerequisite to the extension of a loan maturity. Loan modifications that allow for the option to pay interest in-kind (“PIK”) result in the interest being capitalized and added to the outstanding principal balance of the respective loan. During the nine months ended September 30, 2024, the Company modified a first mortgage loan collateralized by an office property. As of September 30, 2024, the loan had a carrying value of $ 267.5 million, representing approximately 7.5 % of the Company’s first mortgage loans and was risk-rated 5. The loan modification provided for the borrower to exercise the remaining extension options and for an accrual of PIK interest for any portion of interest exceeding a fixed 6.25 % interest rate. The borrower elected to PIK $ 1.9 million of interest during the nine months ended September 30, 2024. The Company modified a first mortgage loan collateralized by four office properties during the nine months ended September 30, 2024. As of September 30, 2024 the loan had a carrying value of $ 51.8 million, representing approximately 1.5 % of the Company’s first mortgage loans and was risk-rated 5. The loan modification extended the maturity date from February 1, 2025 to April 1, 2027, with no extension options. The Company modified a first mortgage loan collateralized by an office property during the nine months ended September 30, 2024. As of September 30, 2024, the loan had a carrying value of $ 152.4 million, representing approximately 4.3 % of the Company’s first mortgage loans and was risk-rated 5. The loan modification extended the maturity date from July 7, 2026 to July 7, 2029, with no extension options, exempted $ 20.0 million of the principal balance from accruing interest, modified the variable interest rate from 3.55 % to a fixed interest rate of 6.25 %, and allowed for the accrual of PIK interest for 2.25 % of the fixed interest rate. The borrower elected to PIK $ 2.0 million of interest during the nine months ended September 30, 2024. The Company modified a first mortgage loan collateralized by a multifamily property during the nine months ended September 30, 2024. As of September 30, 2024, the loan had a carrying value of $ 97.7 million, representing approximately 2.7 % of the Company’s first mortgage loans and was risk-rated 3. The loan modification extended the maturity date from October 7, 2025 to October 7, 2028, with two extension options. These modified loans are performing in accordance with their respective contractual terms as of September 30, 2024. As of September 30, 2024, three of these loans are risk-rated 5 as a result of the increased risk of potential principal loss and as collateral performance was deemed to be worse than underwriting. As such, the Company had an asset-specific credit loss reserve recorded for each of these risk-rated 5 modified first mortgage loans as of September 30, 2024. NOTE 9 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES In the normal course of business, the Company uses certain types of derivative instruments for the purpose of managing or hedging its interest rate risk. During the year ended December 31, 2023, the Company’s remaining two interest rate cap agreements matured. As of September 30, 2024, the Company did not have any derivative instruments. Additional disclosures related to the fair value of the Company’s derivative instruments are included in Note 3 — Fair Value Measurements. The notional amount under the derivative instruments is an indication of the extent of the Company’s involvement in each instrument, but does not represent exposure to credit, interest rate or market risks. Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. The Company had interest rate caps which were used to manage exposure to interest rate movements, but did not meet the requirements to be designated as a hedging instrument. The change in fair value of the derivative instruments that are not designated as hedges is recorded directly to earnings in other (expense) income, net on the accompanying condensed consolidated statements of operations. Interest rate swaps are designated as cash flow hedges in order to hedge the variability of the anticipated cash flows on the Company’s variable rate debt. The change in fair value of the derivative instruments designated as hedges is recorded in other comprehensive income (loss), with a portion of the amount subsequently reclassified to interest expense as interest payments are made on the Company’s variable rate debt. For the three and nine months ended September 30, 2024 and 2023, no amounts were reclassified from other comprehensive income (loss) as a change to interest expense. No unrealized amounts on interest rate swaps were remaining in other comprehensive income (loss) as of September 30, 2024 and 2023. The Company includes cash flows from interest rate swap agreements in net cash flows provided by operating activities on its condensed consolidated statements of cash flows, as the Company’s accounting policy is to present 34 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) cash flows from hedging instruments in the same category in its condensed consolidated statements of cash flows as the category for cash flows from the hedged items. The Company had agreements with each of its derivative counterparties that contained provisions whereby if the Company defaulted on certain of its unsecured indebtedness, the Company could also be declared in default on its derivative obligations, resulting in an acceleration of payment. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value, inclusive of interest payments and accrued interest. In addition, the Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. The Company records credit risk valuation adjustments on its derivative instruments based on the credit quality of the Company and the respective counterparty. NOTE 10 — REPURCHASE FACILITIES, NOTES PAYABLE AND CREDIT FACILITIES As of September 30, 2024, the Company had $ 3.3 billion of debt outstanding, including net deferred financing costs, with a weighted average years to maturity of 2.4 years and a weighted average interest rate of 6.0 %. The weighted average years to maturity is computed using the scheduled repayment date as specified in each loan agreement where applicable. The weighted average interest rate is computed using the interest rate in effect until the scheduled repayment date. The following table summarizes the debt balances as of September 30, 2024 and December 31, 2023, and the debt activity for the nine months ended September 30, 2024 (in thousands): During the Nine Months Ended September 30, 2024 Balance as of December 31, 2023 Debt Issuances & Assumptions (1) Repayments & Modifications Amortization Balance as of September 30, 2024 Notes payable – variable rate debt $ 622,841 $ 2,045 $ ( 14,792 ) $ — $ 610,094 ABS mortgage notes 758,520 — — — 758,520 Credit facilities 490,500 50,000 ( 445,500 ) — 95,000 Repurchase facilities 2,067,264 32,442 ( 288,957 ) — 1,810,749 Total debt 3,939,125 84,487 ( 749,249 ) — 3,274,363 Deferred costs – variable rate debt ( 2,816 ) ( 10 ) — 924 ( 1,902 ) Deferred costs – ABS mortgage notes ( 12,586 ) — — 1,575 ( 11,011 ) Total debt, net $ 3,923,723 $ 84,477 $ ( 749,249 ) $ 2,499 $ 3,261,450 ____________________________________ (1) Includes deferred financing costs incurred during the period. For more information regarding the Company’s debt activity during the year ended December 31, 2023, see Note 10 - Repurchase Facilities, Notes Payable and Credit Facilities in the Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Notes Payable As of September 30, 2024, the Company had $ 610.1 million of variable rate debt outstanding, the borrowings of which are financed through note on note financing arrangements with Massachusetts Mutual Life Insurance Company (the “Mass Mutual Financing”), Citibank, N.A. (“Citibank” and such financing, the “Citibank Financing”), and Barclays (the “Barclays Financing”) to provide financing for the Company’s CRE mortgage loans (the “Note on Note Financing Arrangements”). The following table is a summary of the Note on Note Financing Arrangements as of September 30, 2024 (dollar amounts in thousands): 35 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Note on Note Financing Arrangement Date of Agreement Maturity Date Remaining Extension Options (1) Weighted Average Interest Rate Loans Financed under Note on Note Financing Amount Financed Citibank 6/16/2023 8/9/2025 2 / 1 yr. 6.4 % $ 91,798 $ 68,848 Barclays 10/20/2023 8/9/2025 2 / 1 yr. 6.4 % 162,770 122,077 Mass Mutual 3/16/2022 (2) N/A 7.3 % 553,348 419,169 Total $ 807,916 $ 610,094 ____________________________________ (1) Represents the number of extension options remaining and the term of each option. Such extension options are subject to certain conditions as set forth within each respective note on note financing agreement. (2) Borrowings under the Mass Mutual Financing mature on various dates from July 2027 through January 2028. ABS Mortgage Notes On July 28, 2021, the Company issued $ 774.0 million aggregate principal amount of asset backed securities (“ABS”) mortgage notes, Series 2021-1 (the “Class A Notes”) in six classes, as shown below: Class of Notes Initial Principal Balance Principal Balance as of September 30, 2024 Note Rate Anticipated Repayment Date Rated Final Payment Date Credit Rating (1) A-1 (AAA) $ 146,400,000 $ 140,208,000 2.09 % July 2028 July 2051 AAA (sf) A-2 (AAA) 219,600,000 210,312,000 2.57 % July 2031 July 2051 AAA (sf) A-3 (AA) 39,200,000 39,200,000 2.51 % July 2028 July 2051 AA (sf) A-4 (AA) 58,800,000 58,800,000 3.04 % July 2031 July 2051 AA (sf) A-5 (A) 124,000,000 124,000,000 2.91 % July 2028 July 2051 A (sf) A-6 (A) 186,000,000 186,000,000 3.44 % July 2031 July 2051 A (sf) $ 774,000,000 $ 758,520,000 ____________________________________ (1) Reflects credit rating from Standard & Poor’s Financial Services LLC (“Standard & Poor’s”). The collateral pool for the Class A Notes is comprised of 175 of the Company’s double- and triple-net leased single tenant properties, together with the related leases and certain other rights and interests. The aggregate balance of gross real estate assets, net of gross intangible lease liabilities, securing the Class A Notes was $ 1.0 billion. As of September 30, 2024, amounts outstanding on the Class A Notes totaled $ 758.5 million with a weighted average interest rate of 2.8 %. The Company may prepay the Class A Notes in full on or after the payment date beginning in July 2026 for the Class A-1 (AAA) Notes, the Class A-3 (AA) Notes and the Class A-5 (A) Notes, and on or after the payment date in July 2028 for the Class A-2 (AAA) Notes, the Class A-4 (AA) Notes and the Class A-6 (A) Notes. Credit Facilities During the year ended December 31, 2023, CMFT CL Lending Sub AB, LLC (the “Borrower”), an indirect wholly owned subsidiary of the Company, entered into a revolving loan and security agreement (the “Loan and Security Agreement”) with each of the lenders from time to time party thereto (the “Lenders”), Ally Bank as administrative agent and arranger (“Ally Bank”), U.S. Bank Trust Company, National Association, as the collateral custodian, and U.S. Bank National Association as the document custodian, which provides for borrowings in an aggregate principal amount up to $ 300.0 million (the “Loan Facility”), which may be increased during the revolving period (as defined below) to an aggregate principal amount up to $ 500.0 million as agreed to by the Borrower, any applicable Lender and Ally Bank. Borrowings under the Loan and Security Agreement will bear interest equal to SOFR for the relevant interest period, plus an applicable rate. The applicable rate is 2.875 % per annum (and an additional 2.00 % per annum following an event of default under the Loan and Security Agreement). The revolving period began on February 10, 2023 and concludes on the day preceding the earlier to occur of (i) the scheduled revolving period end date of February 10, 2026, (ii) the date of the declaration of the revolving period end date upon the occurrence and continuation of an event of default, and (iii) the termination date. The termination date is the earlier to occur of (i) February 10, 2028 (two years after the revolving period end date) and (ii) the date of the declaration of the termination date or the date of the automatic occurrence of the termination date upon the occurrence 36 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) and continuation of an event of default. As of September 30, 2024, the amounts borrowed and outstanding under the Loan Facility totaled $ 77.0 million at a weighted average interest rate of 7.5 %. CMFT Corporate Credit Securities, LLC, an indirect wholly-owned, bankruptcy-remote subsidiary of the Company, has a revolving credit and security agreement (the “Fourth Amended Credit and Security Agreement”) with the lenders from time to time parties thereto, Citibank, as administrative agent, CMFT Securities, as equityholder and as collateral manager, Citibank (acting through its Agency & Trust division), as both a collateral agent and as a collateral custodian, and Virtus Group, LP, as collateral administrator. The Fourth Amended Credit and Security Agreement provides for available borrowings under the revolving credit facility up to an aggregate principal amount of $ 18.0 million (the “Credit Securities Revolver”). The Credit Securities Revolver may be increased from time to time pursuant to the Fourth Amended Credit and Security Agreement. As of September 30, 2024, the amounts borrowed and outstanding under the Credit Securities Revolver totaled $ 18.0 million at a weighted average interest rate of 7.6 %. Borrowings under the Fourth Amended Credit and Security Agreement will bear interest equal to the one-month Term SOFR (as defined in the Fourth Amended Credit and Security Agreement) for the relevant interest period, plus an applicable rate. The applicable rate is dependent on the type of loan being financed, which includes broadly syndicated, private and middle market loans meeting certain criteria as set forth in the Fourth Amended Credit and Security Agreement and ranges from 1.90 % to 2.75 % per annum during the first two years of the reinvestment period and 2.00 % to 2.85 % during the last year of the reinvestment period and 2.10 % to 2.95 % per annum during the amortization period (and, in each case, an additional 2.00 % per annum following an event of default under the Fourth Amended Credit and Security Agreement). The reinvestment period began on December 31, 2019 and concludes on the earlier of (i) August 29, 2024, (ii) the final maturity date and (iii) the date on which the total assets under management of the Company and its wholly-owned subsidiaries is less than $ 1.25 billion (the “Reinvestment Period”). The final maturity date is the earliest to occur of: (i) the date that the Credit Securities Revolver is paid down and (ii) the second anniversary after the Reinvestment Period concludes. Borrowings under the Fourth Amended Credit and Security Agreement are secured by substantially all of the assets held by CMFT Corporate Credit Securities, LLC, which shall primarily consist of liquid corporate senior secured loans subject to certain eligibility criteria under the Fourth Amended Credit and Security Agreement. The Company believes it was in compliance with the financial covenants under the Company’s various fixed and variable rate debt agreements, as of September 30, 2024. Repurchase Facilities As of September 30, 2024, indirect wholly-owned subsidiaries of the Company (collectively, the “CMFT Lending Subs”), had Master Repurchase Agreements with Citibank, Barclays, Wells Fargo Bank, N.A. (“Wells Fargo”), Deutsche Bank AG (“Deutsche Bank”), and J.P. Morgan Securities LLC (“J.P. Morgan”) (collectively, the “Repurchase Agreements”) to provide financing primarily through each bank’s purchase of the Company’s CRE mortgage loans and CMBS and future funding advances (the “Repurchase Facilities”). The following table is a summary of the Repurchase Facilities as of September 30, 2024 (dollar amounts in thousands): Repurchase Facility Date of Agreement Maturity Date Remaining Extension Options (1) Maximum Facility Size Weighted Average Interest Rate Loans Financed under Repurchase Facility (2) Amount Financed Citibank 6/4/2020 8/16/2025 1 / 1 yr. $ 70,485 7.2 % (3) $ 189,930 $ 47,813 Citibank 12/19/2023 12/19/2025 3 / 1 yr. 579,515 6.9 % (3) 304,210 230,794 Barclays 9/21/2020 9/22/2025 2 / 1 yr. 558,947 6.9 % (3) 855,064 442,365 Barclays 12/4/2023 12/4/2026 2 / 1 yr. 691,053 7.0 % (3) 223,240 161,893 Wells Fargo 5/20/2021 8/30/2025 2 / 1 yr. 750,000 6.8 % (3) 870,173 632,237 Deutsche Bank 10/8/2021 10/8/2025 2 / 1 yr. 300,000 7.5 % (3) 233,909 168,201 J.P. Morgan 6/1/2022 (4) (4) — (4) 6.1 % (5) 255,003 127,446 Total $ 2,950,000 $ 2,931,529 $ 1,810,749 __________________________________ (1) Represents the number of extension options remaining and the term of each option. Such extension options are subject to certain conditions as set forth within each respective Repurchase Agreement. 37 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) (2) CRE mortgage loan balances financed under the Repurchase Facilities with Citibank, Barclays, Wells Fargo and Deutsche Bank reflect the aggregate outstanding principal balance while the CMBS balance financed under the J.P. Morgan Repurchase Facility (as defined below) reflects fair value. (3) Advances under the Repurchase Agreements accrue interest at per annum rates based on Term SOFR (as such term is defined in the applicable Repurchase Agreement) or the daily compounded SOFR plus a spread ranging from 1.30 % to 3.00 % to be determined on a case-by-case basis between Citibank, Barclays, Wells Fargo or Deutsche Bank and the CMFT Lending Subs. (4) Facilities under the repurchase facility with J.P. Morgan (“J.P. Morgan Repurchase Facility”) carry a rolling term which is reset monthly. Such facilities carry no maximum facility size. (5) Under the Master Repurchase Agreement with J.P. Morgan, advances under the repurchase agreement may be made based on one-month Term SOFR plus a spread designated by J.P. Morgan, which as of September 30, 2024, ranges from 1.10 % to 1.45 %. The Repurchase Agreements provide for agreements by each of Citibank, Barclays, Wells Fargo, Deutsche Bank and J.P. Morgan to re-sell such purchased CRE mortgage loans and CMBS back to CMFT Lending Subs at a certain future date or upon demand. In connection with certain of the Repurchase Agreements, the Company (as the guarantor) entered into guaranties with Citibank, Barclays, Wells Fargo, and Deutsche Bank (the “Initial Guaranties”), under which the Company agreed to guarantee up to 25 % of the CMFT Lending Subs’ obligations under certain Repurchase Agreements. In addition, in connection with certain of the Repurchase Agreements, the Company (as the “Initial Guarantor”) and certain of the CMFT Lending Subs (individually as a “Replacement Guarantor”, collectively as the “Replacement Guarantors” and together with the Initial Guarantor, the “Guarantors”) entered into or amended guaranties with Citibank, Barclays and Deutsche Bank during the year ended December 31, 2023 (the “2023 Guaranties”, and together with the Initial Guaranties, the “Guaranties”), on a joint and several basis until the satisfaction of certain conditions as set forth in the guaranties, at which point the Replacement Guarantor will become the sole guarantor under the guaranty (the “Guarantor Replacement Event”). Under the 2023 Guaranties, the Initial Guarantor and the Replacement Guarantors agreed to guarantee the respective CMFT Lending Subs’ obligations under the applicable Repurchase Agreements. The Repurchase Agreements and the Guaranties contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. In addition, the Guaranties contain financial covenants that require the Company to maintain: (i) minimum liquidity of not less than the lower of (a) $ 50.0 million and (b) the greater of (A) $ 10.0 million and (B) 5 % of the then-current Guarantors’ recourse indebtedness, as defined in the Guaranties; (ii) minimum consolidated net worth greater than or equal to $ 1.0 billion plus (a) prior to the Guarantor Replacement Event, as applicable, 75 % of the equity issued by the Guarantors following the respective closing dates of the Repurchase Agreements (the “Repurchase Closing Dates”) or, from and after the Guarantor Replacement Event, as applicable, 75 % of the equity issued by the Replacement Guarantor following the Guarantor Replacement Event, as applicable, minus (b) prior to the Guarantor Replacement Event, as applicable, the aggregate amount of any redemptions or similar transaction by the Guarantors from the Repurchase Closing Dates or, from and after the Guarantor Replacement Event, as applicable, the aggregate amount of any redemptions or similar transaction by the Replacement Guarantor following the Guarantor Replacement Event, as applicable; (iii) maximum leverage ratio of total indebtedness to total equity less than or equal to 80 %; and (iv) minimum interest coverage ratio of EBITDA (as defined in the Guaranties) to interest expense equal to or greater than 1.40 . The Company believes it was in compliance with the financial covenants under the Repurchase Agreements as of September 30, 2024. 38 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Maturities The following table summarizes the scheduled aggregate principal repayments for the Company’s outstanding debt subsequent to September 30, 2024 (in thousands): Principal Repayments Remainder of 2024 $ 127,446 2025 1,712,335 2026 161,893 2027 391,329 2028 426,248 Thereafter 455,112 Total $ 3,274,363 NOTE 11 — COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, the Company may become subject to litigation and claims. The Company is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or of which the Company’s properties are the subject. Unfunded Commitments As of September 30, 2024, the Company had $ 265.9 million of unfunded loan commitments related to its existing CRE loans held-for-investment and corporate senior loans, and $ 60.5 million of unfunded commitments related to NewPoint JV. These commitments are not reflected in the accompanying condensed consolidated balance sheets. Current expected credit losses for unfunded or unsettled loan commitments are included in accrued expenses and accounts payable on the accompanying condensed consolidated balance sheets. As of September 30, 2024, the Company had $ 8.6 million of unsettled liquid corporate senior loan sales as of September 30, 2024, $ 7.1 million of which settled subsequent to September 30, 2024. Unsettled acquisitions are included in cash and cash equivalents in the accompanying condensed consolidated balance sheets and unsettled sales are included in loans held-for-investment and related receivables, net in the accompanying condensed consolidated balance sheets. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. In addition, the Company may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify the Company against future remediation costs. The Company also carries environmental liability insurance on its properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which the Company may be liable. The Company is not aware of any environmental matters which it believes are reasonably likely to have a material effect on its results of operations, financial condition or liquidity. NOTE 12 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS Management, investment advisory fees and incentive compensation The Company has incurred fees and expenses payable to CMFT Management and certain of its affiliates in connection with the acquisition, management and disposition of its assets. On March 24, 2023, the Company and CMFT Management entered into the second amended and restated management agreement (the “Management Agreement”), which amended and restated the amended and restated management agreement between the parties dated August 20, 2019. 39 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) The Company pays CMFT Management a management fee, payable quarterly in arrears, equal to the greater of (a) $ 250,000 per annum ($ 62,500 per quarter) and (b) 1.50 % per annum ( 0.375 % per quarter) of the Company’s Equity (as defined in the Management Agreement). CMFT Securities has an investment advisory and management agreement dated December 6, 2019 (the “Investment Advisory and Management Agreement”) with the Investment Advisor. CMFT Securities was formed for the purpose of holding any securities investments and certain other investments made by the Company. The Investment Advisor, a wholly-owned subsidiary of CIM Group, is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Pursuant to the Investment Advisory and Management Agreement, the Investment Advisor manages the day-to-day business affairs of CMFT Securities and its investments in corporate credit and real estate-related securities (collectively, the “Managed Assets”), subject to the supervision of the Board. In connection with the services provided by the Investment Advisor, CMFT Securities pays the Investment Advisor an investment advisory fee (the “Investment Advisory Fee”), payable quarterly in arrears, equal to 1.50 % per annum ( 0.375 % per quarter) of CMFT Securities’ Equity (as defined in the Investment Advisory and Management Agreement). Because the Managed Assets are excluded from the calculation of management fees payable by the Company to CMFT Management pursuant to the Management Agreement, the total management and advisory fees payable by the Company to its external advisors are not increased as a result of the Investment Advisory and Management Agreement. In addition, the Investment Advisor has a sub-advisory agreement dated December 6, 2019 (the “Sub-Advisory Agreement”) with OFS Capital Management, LLC (the “Sub-Advisor”) to act as an investment sub-advisor to CMFT Securities. The Sub-Advisor is registered as an investment adviser under the Advisers Act and is an affiliate of the Investment Advisor. The Sub-Advisor principally provides investment management services with respect to the corporate credit-related securities held by CMFT Securities and its subsidiaries. The Sub-Advisor may allocate a portion of these corporate credit-related securities to its other clients, including affiliates of CIM Group. On a quarterly basis, the Investment Advisor designates 50 % of the sum of the Investment Advisory Fee and incentive compensation attributable to the assets for which the Sub-Advisor has provided investment management services payable to the Investment Advisor as sub-advisory fees. CMFT Management is entitled to receive incentive compensation, payable with respect to each quarter, which is generally equal to the excess of (a) the product of (i) 20 % and (ii) the excess of (A) Core Earnings (as defined in the Management Agreement) of the Company for the previous 12-month period, over (B) the product of (1) the Company’s Consolidated Equity (as defined in the Management Agreement) in the previous 12-month period, and (2) 7 % per annum, over (b) the sum of any incentive compensation paid to CMFT Management with respect to the first three calendar quarters of such previous 12-month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). During the three and nine months ended September 30, 2024 and 2023, no incentive compensation fees were incurred. In addition, the Investment Advisor is eligible to receive a portion of the incentive compensation payable to CMFT Management pursuant to the Management Agreement. In the event that the incentive compensation is earned and payable with respect to any quarter, CMFT Management calculates the portion of the incentive compensation that was attributable to the Managed Assets and payable to the Investment Advisor. The Company’s subsidiary, CLR, entered into a separate management agreement (“CLR Management Agreement”) with CMFT Management on February 29, 2024 (“CLR Effective Date”) for the day-to-day management of CLR and its non-securities assets, pursuant to which CLR will pay CMFT Management a base management fee, payable in arrears, equal to 1.25 % of CLR’s net asset value per share (or 0.90 % of its net asset value per share for its founder share classes), plus a performance fee that is, subject to certain adjustment in the calculation for the measurement periods applicable to CLR’s Core Earnings (as defined in the CLR Management Agreement) during the first four calendar quarters, generally equal to the excess of (A) the product of (I) 10 % and (II) the excess of (y) CLR’s Core Earnings for the previous 12-month period, over (z) the product of (i) CLR’s average adjusted capital, and (ii) a hurdle rate of 6.5 % ( 7.25 % for its founder share classes), each considered on an annualized basis, over (B) the sum of any performance fee paid to CMFT Management or the Investment Advisor with respect to the first three calendar quarters of such previous 12-month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No performance fee shall be payable by CLR to CMFT Management or the Investment Advisor with respect to any calendar quarter unless CLR’s Core Earnings for the 12 most recently completed calendar months (or such lesser number of completed calendar quarters following the CLR Effective Date) in the aggregate are greater than zero. Once CLR’s Core Earnings exceed the hurdle rate, CMFT Management is entitled to a “catch-up” fee equal to the amount of CLR’s Core Earnings in excess of the hurdle rate, until CLR’s Core Earnings for the applicable period equal 7.224 % ( 8.0576 % for CLR’s founder share classes), each considered on an annualized basis of CLR’s average adjusted capital. Thereafter, CMFT Management is entitled to receive 10 % of CLR’s Core Earnings. 40 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) CLR Securities Investments, LLC (“CLR Securities”), a wholly owned subsidiary of CLR, has an investment advisory and management agreement dated February 29, 2024 (the “CLR Investment Advisory and Management Agreement”) with the Investment Advisor pursuant to which the Investment Advisor manages the day-to-day business affairs of CLR Securities and its investments in real estate-related securities (collectively, the “CLR Managed Assets”), subject to the supervision of the CLR board of trustees. In connection with the services provided by the Investment Advisor, CLR Securities pays the Investment Advisor an investment advisory fee (the “CLR Investment Advisory Fee”), payable quarterly in arrears, equal to the proportion of the base management fee and performance fee calculated pursuant to the CLR Management Agreement that is attributable to the CLR Managed Assets. Because the CLR Managed Assets are excluded from the calculation of management fees payable by CLR to CMFT Management pursuant to the Management Agreement, the total management and advisory fees payable by CLR to its external advisors are not increased as a result of the CLR Investment Advisory and Management Agreement. The CLR Management Agreement and CLR Investment Advisory and Management Agreement (together, the “CLR Advisory Agreements”) each have an initial three-year term and shall be deemed renewed automatically each year thereafter for an additional one-year period unless CLR provides 180 days’ written notice of termination of a CLR Advisory Agreement after the affirmative vote of CLR’s independent trustees. If either CLR Advisory Agreement is terminated without cause, CMFT Management and/or the Investment Advisor, as applicable, shall receive a termination fee pursuant to the terminated CLR Advisory Agreement equal to three times the sum of (a) the average annual management fee and (b) the average annual incentive compensation incurred under the terminated CLR Advisory Agreement during the 24-month period prior to the termination. The Company and CMFT Management have entered into an agreement (the “Offset Agreement”) whereby, (i) for so long as CMFT Management is the external manager of the Company and an affiliate of CIM Group, the Company’s management fee payable to CMFT Management will be reduced by the Company’s proportional share, based on its ownership of CLR, of the base management fee and performance fee payable to CMFT Management by CLR, and (ii) if the Management Agreement and either or both of the CLR Advisory Agreements are simultaneously terminated without cause, the termination fee payable by the Company to CMFT Management or the Investment Advisor, as applicable, under the applicable CLR Advisory Agreement shall be reduced by the Company’s proportional share, based on its ownership of CLR, of the termination fee payable to CMFT Management or the Investment Advisor by CLR under the applicable CLR Advisory Agreement, such that, in each case, the Company will not pay more fees than would otherwise be payable under its Management Agreement or Investment Advisory and Management Agreement, as applicable. The Offset Agreement also provides that CMFT Management will reimburse to the Company 50 % of the organization and offering expenses paid by the Company for CLR, which reimbursement may be paid as a reduction in the management fee payable to the CMFT Manager under the Management Agreement. Organization and offering expenses is defined in the CLR Management Agreement as any and all costs and expenses incurred by or on behalf of CLR in connection with the formation of CLR and the marketing and distribution of its common shares of beneficial interest. The Investment Advisor has engaged the Sub-Advisor to act as an investment sub-advisor with respect to the assets held by CLR Securities. The Sub-Advisor principally provides investment management services with respect to the real estate related securities held by CLR Securities and its subsidiaries. On a quarterly basis, the Investment Advisor designates 50 % of the sum of the CLR Investment Advisory Fee and incentive compensation attributable to the assets for which the Sub-Advisor has provided investment management services payable to the Investment Advisor as sub-advisory fees. The Sub-Advisory Agreement may be terminated by either party with 30 days’ advance written notice to the other party. Pursuant to the Offset Agreement, fees payable by the Company to CMFT Management or the Investment Advisor will be offset by the Company’s proportional share, based on its ownership of CLR, of the fees payable by CLR or its affiliates under the CLR Management Agreement or CLR Investment Advisory Agreement to CMFT Management or the Investment Advisor. Expense reimbursements to related parties The Company reimburses CMFT Management, the Investment Advisor or their affiliates for certain expenses paid or incurred in connection with the services provided to the Company. The Company will reimburse CMFT Management, the Investment Advisor, or their affiliates for salaries and benefits paid to personnel who provide services to the Company, excluding the Company’s executive officers (other than the chief financial officer) and any portfolio management, acquisitions or investment professionals. 41 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) The Company recorded fees and expense reimbursements as shown in the table below for services provided by CMFT Management or its affiliates related to the services described above during the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Management fees $ 12,202 $ 12,816 $ 37,506 $ 38,254 Expense reimbursements to related parties $ 3,864 $ 3,349 $ 10,583 $ 10,598 Due to Affiliates Of the amounts shown above, $ 14.1 million and $ 14.8 million had been incurred, but not yet paid, for services provided by CMFT Management or its affiliates in connection with the management and operating activities during the nine months ended September 30, 2024 and 2023, respectively, and such amounts were recorded as liabilities of the Company as of such dates. Development Management Agreements On January 7, 2021, the Company completed foreclosure proceedings to take control of the assets which previously secured its mezzanine loans, including 75 condominium units and 21 rental units across four buildings in New York. Upon foreclosure, and with the approval of the Board’s former valuation, compensation and affiliate transactions committee, CIM NY Management, LLC, an affiliate of the Company’s manager, CMFT Management, entered into a Development Management Agreement with the indirect wholly owned subsidiaries of the Company that own each of the four buildings (the “Building Owners”), wherein CIM NY Management, LLC will act as project manager in overseeing the development and construction of property improvements in accordance with each respective Development Management Agreement (the “Development Services”). In consideration for the Development Services, CIM NY Management, LLC will receive a development management fee from the Building Owners equal to 4 % of the aggregate gross project costs expended during the term of the Development Management Agreement, subject to the conditions in each respective Development Management Agreement. During the nine months ended September 30, 2024 and 2023, the Company recorded $ 563,000 and $ 311,000 , respectively, in development management fees. Additionally, CIM NY Management, LLC is reimbursed by the Building Owners for expenses incurred in connection with the Development Services, including services provided that are incidental to but not part of the Development Services. The Development Management Agreement shall remain in effect until the project completion date, and is terminable by either party with fifteen days prior notice to the other party, with or without cause. Investments with Affiliates of the Manager In September 2021, the Company co-invested $ 68.4 million in preferred units and $ 138.8 million in a first mortgage loan to a third-party for the purchase of a multi-family, office and retail building in Fort Lauderdale, Florida with CIM Real Assets & Credit Fund, a fund that is advised by affiliates of CMFT Management (“CIM RACR”). The Company redeemed its investment in the preferred units during the year ended December 31, 2022 in exchange for an investment in a first mortgage loan. As of September 30, 2024, $ 199.9 million of the first mortgage loan was outstanding. In October 2021, the Company invested in a $ 130.0 million first mortgage loan, with an initial advance of $ 119.0 million, to a third-party, the proceeds of which were used to finance the acquisition of a property from a fund that is advised by an affiliate of CMFT Management. As of September 30, 2024, $ 98.0 million of the first mortgage loan was outstanding. In November 2021, the Company entered into the Unconsolidated Joint Venture (the “MT-FT JV”) with CMMT Holdings, LLC, a fund that is advised by an affiliate of CMFT Management, for the purposes of investing in the NewPoint JV. As of September 30, 2024, the Company owned approximately 50 % of the equity interests of the MT-FT JV and has committed to fund capital to the MT-FT JV up to $ 212.5 million, of which $ 152.0 million has been funded, net of $ 55.8 million returned to the Company that can be called back by NewPoint JV through NP JV Holdings as a capital call on a future date. For more information on the NewPoint JV, see Note 2 — Summary of Significant Accounting Policies and Note 6 — Investment in Unconsolidated Entities. In December 2021, the Company invested in a $ 155.0 million first mortgage loan, with an initial advance of $ 154.0 million, to a third-party, the proceeds of which were used to finance the acquisition of a property from a fund that is advised by an affiliate of CMFT Management. As of September 30, 2024, $ 154.0 million of the first mortgage loan was outstanding. 42 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) In April 2022, the Company invested in a $ 147.0 million first mortgage loan, with an initial advance of $ 143.0 million, to a third-party, which was previously funded by a fund that is advised by an affiliate of CMFT Management. As of September 30, 2024, $ 143.9 million of the first mortgage loan was outstanding. During the year ended December 31, 2023, the Company and CIM RACR co-invested $ 105.8 million and $ 16.4 million, respectively, in nine corporate senior loans to a third-party. As of September 30, 2024, $ 145.8 million of the corporate senior loans was outstanding. The Sub-Advisor provided investment management services related to these corporate senior loans pursuant to the Sub-Advisory Agreement. As further described in Note 2 — Summary of Significant Accounting Policies, in August 2024, CMFT Corporate Credit Securities, LLC, an indirect wholly-owned, bankruptcy-remote subsidiary of the Company, entered into a master participation agreement (the “Master Participation Agreement”) with OFSI BSL XIV CLO, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands to sell a portion of the Company’s portfolio of liquid corporate senior loans. The collateral manager for OFSI BSL XIV CLO, Ltd. is OFS CLO Management II, LLC, an affiliate of the Sub-Advisor. During the nine months ended September 30, 2024, the sale of 185 liquid corporate senior loans closed pursuant to the Master Participation Agreement, with an aggregate principal balance of $ 265.4 million, resulting in net proceeds of $ 259.7 million after closing costs and a loss of $ 2.9 million. The liquid corporate senior loans served as the initial positions for the formation of a CLO, in which the Company subsequently invested $ 27.6 million in a CLO subordinated note. NOTE 13 — ECONOMIC DEPENDENCY Under various agreements, the Company has engaged and may in the future engage CMFT Management or its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services and stockholder relations. As a result of these relationships, the Company is dependent upon CMFT Management or its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services. NOTE 14 — STOCKHOLDERS’ EQUITY Equity-Based Compensation On August 10, 2018, the Board approved the adoption of the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), under which 400,000 of the Company’s shares of common stock were reserved for issuance. On April 27, 2022, the Board and the compensation committee of the Board approved the Amended and Restated CIM Real Estate Finance Trust, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) and the 2022 Plan was approved by the Company’s stockholders at the Company’s 2022 Annual Meeting of Stockholders held on July 12, 2022. The 2022 Plan superseded and replaced the 2018 Plan. Awards that are granted on or after the effective date of the 2022 Plan are subject to the terms and provisions of the 2022 Plan. The total number of shares of Company common stock reserved and available for issuance under the 2022 Plan at any time during the term of the 2022 Plan is 250,000 shares, which is a reduction from 400,000 shares authorized for issuance under the 2018 Plan, and awards of approximately 110,000 shares of common stock are available for future grant at September 30, 2024. Under the 2022 Plan, the Board or the compensation committee of the Board has the authority to grant certain awards to employees, non-employee directors, and consultants or advisors of the Company, including stock option awards, restricted stock awards or deferred stock awards, which awards will further align such persons’ interests with the interests of the Company’s stockholders. The Board or the compensation committee of the Board also has the authority to determine the terms of any award granted pursuant to the 2022 Plan, including vesting schedules, restrictions and acceleration of any restrictions. The 2022 Plan may be amended or terminated by the Board or the compensation committee of the Board at any time, subject to the right of the Company’s stockholders to approve certain amendments. On January 9, 2024, the compensation committee of the Board approved and adopted the CIM Real Estate Finance Trust, Inc. 2024 Manager Equity Incentive Plan (the “Manager Plan”) and the Manager Plan was approved by the Company’s stockholders at the Company’s 2024 Annual Meeting of Stockholders held on July 11, 2024. The Manager Plan provides for the grant of non-qualified stock options, restricted stock awards, restricted stock unit awards, and stock appreciation right awards, and dividend equivalents, to eligible named executive officers (as defined in Item 402 of Regulation S-K) of the Company or to CMFT Management, which in turn will transfer such incentives to employees, advisors, or consultants of CMFT Management and its affiliates who provide services to CMFT Management or its affiliates in support of the Company and its subsidiaries. The maximum number of shares of common stock of the Company that may be subject to awards granted under the Manager 43 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Plan is 12,000,000 shares. The Manager Plan will expire on January 9, 2034, unless terminated earlier by the Board or the compensation committee. As of September 30, 2024, the Company has granted awards of approximately 3.3 million restricted stock units in the aggregate to certain eligible named executive officers of the Company and to CMFT Management pursuant to the Manager Plan. Each restricted stock unit represents a contingent right to receive one share of the Company’s common stock, payable 50 % in the Company’s common stock and 50 % in the cash value thereof. The restricted stock units vest in three equal annual installments beginning on December 15, 2024 with respect to approximately 2.2 million of the restricted stock units and on June 30, 2025 with respect to approximately 1.1 million of the restricted stock units. As of September 30, 2024, there were approximately 8.7 million shares remaining that may be subject to awards granted under the Manager Plan. Compensation expense related to the restricted stock units is recognized over the vesting period. The Company recorded compensation expense related to restricted stock units of $ 1.7 million and $ 4.0 million, respectively, for the three and nine months ended September 30, 2024, which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. The Company did not record compensation expense related to restricted stock units for the three and nine months ended September 30, 2023. As of September 30, 2024, there was $ 16.4 million of total unrecognized compensation expense related to these restricted stock units, which will be recognized ratably over the remaining vesting periods. As of September 30, 2024, the Company has granted awards of approximately 116,000 restricted shares in the aggregate to the independent members of the Board under the 2018 Plan and approximately 140,000 restricted shares in the aggregate to the independent members of the Board under the 2022 Plan. As of September 30, 2024, the 116,000 restricted shares granted under the 2018 plan had vested based on one year of continuous service. In addition, as of September 30, 2024, 68,000 of the restricted shares granted under the 2022 Plan vested based on one year of continuous service and 36,000 of the restricted shares vested on an accelerated basis in connection with the resignation of Alicia K. Harrison, Calvin E. Hollis, Avraham Shemesh, Roger D. Snell and Emily Vande Krol (each a “Resigning Director” and collectively, the “Resigning Directors”) from the Company’s Board effective as of the close of the meeting of the Board on February 29, 2024. None of the Resigning Directors’ resignations were a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices and are a result of the Resigning Directors moving to serve on the Board of Trustees of the Company’s subsidiary, CLR. The remaining 36,000 restricted shares issued vested on October 1, 2024 based on one year of continuous service. The fair value of the Company’s share awards is determined using the Company’s per share NAV on the date of grant. Compensation expense related to the restricted shares is recognized over the vesting period. The Company recorded compensation expense of $ 60,000 and $ 360,000 for the three and nine months ended September 30, 2024, respectively, and $ 120,000 and $ 360,000 for the three and nine months ended September 30, 2023, respectively, related to the restricted shares, which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. All compensation expense related to these restricted shares was recognized ratably over the period of service as of September 30, 2024. On October 1, 2024, as part of the annual retainers paid to the independent members of the Board and pursuant to the 2022 Plan, the three independent members of the Board were each granted approximately 13,136 restricted shares, which will vest on October 1, 2025. NOTE 15 — LEASES The Company’s real estate assets are leased to tenants under operating leases for which the terms, expirations and extension options vary. The Company’s operating leases do not convey to the lessee the right to purchase the underlying asset upon expiration of the lease period. To determine whether a contract contains a lease, the Company reviews contracts to determine if the agreement conveys the right to control the use of an asset. The Company accounts for lease and non-lease components as a single, combined operating lease component. Non-lease components primarily consist of maintenance services, including CAM, real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. Non-lease components are considered to be variable rental and other property income and are recognized in the period incurred. As of September 30, 2024, the Company’s leases had a weighted-average remaining term of 10.7 years. Certain leases include provisions to extend the lease agreements, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other negotiated terms and conditions. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. 44 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) As of September 30, 2024, the future minimum rental income from the Company’s real estate assets under non-cancelable operating leases, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, was as follows (in thousands): Future Minimum Rental Income Remainder of 2024 $ 21,316 2025 86,977 2026 84,041 2027 82,968 2028 79,145 Thereafter 606,740 Total $ 961,187 A certain amount of the Company’s rental and other property income is from tenants with leases which are subject to contingent rent provisions. These contingent rents are subject to the tenant achieving periodic revenues in excess of specified levels. For the three and nine months ended September 30, 2024 and 2023, the amount of the contingent rent earned by the Company was not significant . Rental and other property income during the three and nine months ended September 30, 2024 and 2023 consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Fixed rental and other property income (1) $ 21,522 $ 23,510 $ 66,110 $ 83,902 Variable rental and other property income (2) 1,406 1,563 4,954 5,634 Total rental and other property income $ 22,928 $ 25,073 $ 71,064 $ 89,536 __________________________________ (1) Consists primarily of fixed contractual payments from operating leases with tenants recognized on a straight-line basis over the lease term, including amortization of acquired above- and below-market leases, and is net of uncollectible lease-related receivables. (2) Consists primarily of tenant reimbursements for recoverable real estate taxes and property operating expenses, and percentage rent. The Company has one property subject to a non-cancelable operating ground lease with a remaining term of 8.9 years, with a lease liability (in deferred rental income and other liabilities ) and a related right-of-use (“ROU”) asset (in prepaid expenses and other assets ) of $ 1.8 million in the condensed consolidated balance sheets. The lease liability and ROU asset were initially measured at the present value of the future minimum lease payments using a discount rate of 4.3 %. This reflects the Company’s incremental borrowing rate, which was calculated based on the interest rate the Company would incur to borrow on a fully collateralized basis over a term similar to the lease. The Company recognized $ 63,000 and $ 188,000 of ground lease expense during the three and nine months ended September 30, 2024, respectively, of which $ 61,000 and $ 182,000 , respectively, was paid in cash during the period it was recognized. As of September 30, 2024, the Company’s scheduled future minimum rental payments related to its operating ground lease is approximately $ 63,000 for the remainder of 2024, $ 250,000 annually for 2025 through 2029, and $ 918,000 thereafter through the maturity date of the lease in August 2033. NOTE 16 — SEGMENT REPORTING The Company has two reportable segments: Credit and Real Estate. Corporate/other represents all corporate level and unallocated items and includes the Company’s other asset management activities and expenses. 45 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) The following tables present segment reporting for the three and nine months ended September 30, 2024 and 2023 (in thousands): Real Estate Credit Corporate/Other (1) Company Total Three Months Ended September 30, 2024 Revenues: Rental and other property income $ 22,829 $ — $ 99 $ 22,928 Interest income — 98,430 — 98,430 Total revenues 22,829 98,430 99 121,358 Expenses: General and administrative 115 627 5,208 5,950 Interest expense, net 5,814 54,820 — 60,634 Property operating 965 — 1,364 2,329 Real estate tax 658 — 219 877 Expense reimbursements to related parties — — 3,864 3,864 Management fees 2,008 10,194 — 12,202 Transaction-related — 2 — 2 Depreciation and amortization 7,381 — — 7,381 Real estate impairment 9 — 3,477 3,486 Increase in provision for credit losses — 24,527 — 24,527 Total expenses 16,950 90,170 14,132 121,252 Other income (expense): Gain on disposition of real estate and condominium developments, net — — 1,210 1,210 Gain on investment in unconsolidated entities — 4,608 — 4,608 Unrealized gain on equity securities — 4,486 — 4,486 Other income (expense), net 120 ( 3,730 ) 1,465 ( 2,145 ) Loss on extinguishment of debt — ( 950 ) — ( 950 ) Total other income 120 4,414 2,675 7,209 Segment net income (loss) $ 5,999 $ 12,674 $ ( 11,358 ) $ 7,315 Net income allocated to noncontrolling interest — 3 — 3 Segment net income (loss) attributable to the Company $ 5,999 $ 12,671 $ ( 11,358 ) $ 7,312 Total assets as of September 30, 2024 $ 1,054,259 $ 4,091,734 $ 219,854 $ 5,365,847 __________________________________ (1) Includes condominium and rental units acquired via foreclosure during the year ended December 31, 2021. 46 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Real Estate Credit Corporate/Other (1) Company Total Nine Months Ended September 30, 2024 Revenues: Rental and other property income $ 70,778 $ — $ 286 $ 71,064 Interest income — 306,594 — 306,594 Total revenues 70,778 306,594 286 377,658 Expenses: General and administrative 360 2,630 15,221 18,211 Interest expense, net 17,436 172,711 — 190,147 Property operating 2,791 — 5,868 8,659 Real estate tax 2,532 — 796 3,328 Expense reimbursements to related parties — — 10,583 10,583 Management fees 6,180 31,326 — 37,506 Transaction-related — 20 48 68 Depreciation and amortization 24,320 — — 24,320 Real estate impairment 51,478 — 8,940 60,418 Increase in provision for credit losses — 308,542 — 308,542 Total expenses 105,097 515,229 41,456 661,782 Other income (expense): Gain on disposition of real estate and condominium developments, net — — 4,460 4,460 Gain on investment in unconsolidated entities — 9,875 — 9,875 Unrealized loss on equity securities — ( 11,156 ) — ( 11,156 ) Other income, net 268 651 3,948 4,867 Loss on extinguishment of debt — ( 950 ) — ( 950 ) Total other income (expense) 268 ( 1,580 ) 8,408 7,096 Segment net loss $ ( 34,051 ) $ ( 210,215 ) $ ( 32,762 ) $ ( 277,028 ) Net income allocated to noncontrolling interest — 3 — 3 Segment net loss attributable to the Company $ ( 34,051 ) $ ( 210,218 ) $ ( 32,762 ) $ ( 277,031 ) Total assets as of September 30, 2024 $ 1,054,259 $ 4,091,734 $ 219,854 $ 5,365,847 __________________________________ (1) Includes condominium and rental units acquired via foreclosure during the year ended December 31, 2021. 47 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Real Estate Credit Corporate/Other (1) Company Total Three Months Ended September 30, 2023 Revenues: Rental and other property income $ 25,008 $ — $ 65 $ 25,073 Interest income — 113,766 — 113,766 Total revenues 25,008 113,766 65 138,839 Expenses: General and administrative 118 1,036 3,113 4,267 Interest expense, net 5,358 60,271 788 66,417 Property operating 1,515 — 4,650 6,165 Real estate tax 1,245 — 336 1,581 Expense reimbursements to related parties — — 3,349 3,349 Management fees 2,580 10,236 — 12,816 Transaction-related 82 — — 82 Depreciation and amortization 9,193 — — 9,193 Real estate impairment 6,754 — 156 6,910 Increase in provision for credit losses — 50,219 — 50,219 Total expenses 26,845 121,762 12,392 160,999 Other income (expense): Gain on disposition of real estate and condominium developments, net 5,332 — 636 5,968 Gain on investment in unconsolidated entities — 3,136 — 3,136 Unrealized loss on equity security — ( 2,073 ) — ( 2,073 ) Other (expense) income, net ( 385 ) 2,412 3,145 5,172 Loss on extinguishment of debt — — ( 1,085 ) ( 1,085 ) Total other income 4,947 3,475 2,696 11,118 Segment net income (loss) $ 3,110 $ ( 4,521 ) $ ( 9,631 ) $ ( 11,042 ) Total assets as of September 30, 2023 $ 1,189,447 $ 5,007,190 $ 491,405 $ 6,688,042 __________________________________ (1) Includes condominium and rental units acquired via foreclosure during the year ended December 31, 2021. 48 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) Real Estate Credit Corporate/Other (1) Company Total Nine Months Ended September 30, 2023 Revenues: Rental and other property income $ 89,311 $ — $ 225 $ 89,536 Interest income — 336,887 — 336,887 Total revenues 89,311 336,887 225 426,423 Expenses: General and administrative 540 2,594 9,352 12,486 Interest expense, net 16,674 170,337 5,188 192,199 Property operating 4,400 — 7,348 11,748 Real estate tax 2,560 — 1,069 3,629 Expense reimbursements to related parties — — 10,598 10,598 Management fees 8,471 29,783 — 38,254 Transaction-related 107 — 51 158 Depreciation and amortization 33,622 — — 33,622 Real estate impairment 11,568 — 156 11,724 Increase in provision for credit losses — 101,309 — 101,309 Total expenses 77,942 304,023 33,762 415,727 Other income (expense): Gain on disposition of real estate and condominium developments, net 49,177 — 2,977 52,154 Gain on investment in unconsolidated entities — 8,172 — 8,172 Unrealized gain on equity securities — 3,281 — 3,281 Other (expense) income, net ( 4,577 ) 5,420 5,503 6,346 Loss on extinguishment of debt ( 1,192 ) — ( 4,432 ) ( 5,624 ) Total other income 43,408 16,873 4,048 64,329 Segment net income (loss) 54,777 49,737 ( 29,489 ) 75,025 Net income allocated to noncontrolling interest 8 — — 8 Segment net income (loss) attributable to the Company $ 54,769 $ 49,737 $ ( 29,489 ) $ 75,017 Total assets as of September 30, 2023 $ 1,189,447 $ 5,007,190 $ 491,405 $ 6,688,042 __________________________________ (1) Includes condominium and rental units acquired via foreclosure during the year ended December 31, 2021. NOTE 17 — SUBSEQUENT EVENTS Redemption of Shares of Common Stock Subsequent to September 30, 2024, the Company redeemed approximately 1.8 million shares for $ 10.7 million (at an average redemption price of $ 6.09 per share). The remaining redemption requests received during the three months ended September 30, 2024 totaling approximately 39.1 million shares went unfulfilled. Investment and Disposition Activity Subsequent to September 30, 2024, the Company’s investment and disposition activity included the following: • Disposed of two properties for an aggregate gross sales price of $ 16.0 million, resulting in net proceeds of $ 15.2 million after closing costs and a gain of approximately $ 1.9 million. • Settled $ 24.1 million on the sale of two CMBS. • Settled $ 8.2 million of liquid corporate senior loan sales, $ 7.1 million of which were traded as of September 30, 2024. 49 Table of Contents CIM REAL ESTATE FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) – (Continued) • Originated one first mortgage loan with a principal balance of $ 32.5 million, funded an aggregate amount of $ 10.9 million to eight of the Company’s first mortgage loans, and received $ 6.0 million of principal repayments on four of the Company’s first mortgage loans. Financing Activity • Financed a first mortgage loan for $ 23.3 million under the repurchase facility with Citibank. • Repaid $ 26.4 million of borrowings under the repurchase facilities with Citibank, Barclays, Deutsche Bank, and J.P. Morgan. 50 Table of Contents