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Creative Media & Community Trust Corporation Earnings Release 2017

Nov 13, 2017

6737_rns_2017-11-13_34712cd6-0a47-4286-a7a2-871b971b17ef.pdf

Earnings Release

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CIM GROUP – RESOURCES & EXPERTISE OF PREMIER INSTITUTIONAL MANAGER CIM GROUP CO-FOUNDERS

Richard Ressler CIM Group Principal, CMCT Chairman of the Board

  • Founder and President of Orchard Capital Corp., a firm that provides consulting and advisory services to companies in which Orchard Capital or its affiliates invest
  • Co-founded CIM Group in 1994 and chairs the firm's Investment and Asset Management Committees
  • Chairman of the board of j2 Global, Inc. (NASDAQ: JCOM) and director of Presbia PLC (NASDAQ: LENS)
  • Served as Chairman and CEO of JCOM from 1997 to 2000
  • Chairman of executive committee and cofounder of predecessor of Orchard First Source Asset Management, an investment adviser focusing on middle market debt investments
  • . Co-founded and served as Vice Chairman of Brooke Group Limited, the predecessor of Vector Group, Limited (NYSE: VGR)
  • . Previously worked at Drexel Burnham Lambert, Inc. and began his career as an attorney with Cravath, Swaine and Moore, LLP
  • · B.A. from Brown University, and J.D. and M.B.A. degrees from Columbia University

Avi Shemesh

CIM Group Principal and CMCT Board Member

  • Co-Founder and a Principal of CIM Group
  • · Responsible for the day-to-day operations of CIM Group, including strategic initiatives, property management, leasing and investor relations
  • Head of CIM's Investments Group and serves on . the firm's Investment and Asset Management Committees
  • Active real asset investor for over 25 years
  • · Previously was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, which developed a variety of commercial and multifamily properties in Los Angeles

Shaul Kuba

CIM Group Principal and CMCT Board Member

  • · Co-Founder and a Principal of CIM Group
  • Responsible for the day-to-day operations of CIM Group, including leading the Development Group and sourcing new investment transactions
  • · Serves on the firm's Investment and Asset Management Committees
  • Active real asset investor for over 25 years
  • Previously was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, which developed a variety of commercial and multifamily properties in Los Angeles

CIM GROUP - RESOURCES & EXPERTISE OF PREMIER INSTITUTIONAL MANAGER C CMC T

MANAGEMEN

Charles Garner

CMCT Chief Executive Officer, CIM Group Principal

  • CEO of CMCT and serves on CIM Group's Investment and Asset Management Committees
  • Prior to joining CIM Group, worked closely with the firm in various capacities since 1996, including originating and managing Federal Realty Investment Trust's partnership with CIM Group
  • Has been involved in billions of dollars of real estate transactions including the acquisition, joint venture investment, disposition and equity and debt financing of more than 100 properties
  • Began career as a C.P.A. at PricewaterhouseCoopers and has held various transactional positions with Federal Realty, Walker & Dunlop and The Stout & Teague Companies
  • B.S. degree in Management from Tulane University's A.B. Freeman School of Business

Jan Salit CMCT President and Secretary

  • Joined CMCT after merger of PMC Commercial Trust
  • Previously was Chairman of the Board, CEO and Secretary of PMC Commercial Trust
  • Prior to CEO role, held Chief Operating Officer and Chief Investment Officer roles with PMC Commercial Trust (joined predecessor firm in 1993)
  • · Prior to joining PMC Commercial Trust, held positions with Glenfed Financial Corporation (and its predecessor company ARMCO Financial Corporation) including Chief Financial Officer

David Thompson

CMCT Chief Financial Officer, CIM Group Principal

  • Prior to joining CIM Group in 2009, spent 15 years with Hilton Hotels Corporation, most recently as Senior Vice President and Controller responsible for worldwide financial reporting, financial planning and analysis, risk management, internal control and technical accounting compliance
  • · Tenure at Hilton included both SEC compliance as a public company and reporting as a private equity portfolio company
  • · Began career as a C.P.A. at Arthur Andersen & Co.

Terry Wachsner

CIM Group Principal, Property Management

  • · Prior to joining CIM Group in 2005, was Director of Asset Services for Continental Development Corporation
  • Prior to Continental, was Executive Managing Director for Kennedy-Wilson Properties, Ltd. where he was responsible for the operations and leasing of a 75 million square foot national portfolio of office, retail, industrial, and apartment properties
  • From 1980 to 1998, headed up Heitman Properties, Ltd. as President of Property Management

CMCT - CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended
March 31,
2017 2016
[In thousands, except per share data]
REVENUES: (Unaudited)
Rental and other property income 44 90,809 રે 62.848
Expense reimbursements 3.030 2928
Interest and other income 3,110 2.841
66,949 68.617
EXPENSES :
Rental and other property operating 22.960 31.278
Asset management and other fees to related parties 8,700 8.631
Interest 9,773 6.815
General and administrative 1.679 1.942
Transaction costs 13 149
Depreciation and amortization. 17,231
60.356
18.058
66873
Gain on sale of real estate 24,739
187,734
194,327
26,483
INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES
Provision for income taxes
392 190
NET INCOME FROM CONTINUING OPERATIONS
DISCONTINUED OPERATIONS:
193,935 26,293
Income from operations of assets held for sale 690
NET INCOME FROM DISCONTINUED OPERATIONS 690
NET INCOME 193.935 26,983
Net income attributable to noncontrolling interests. (ર) (3)
NET INCOME ATTRIBUTABLE TO THE COMPANY 193,930 26,980
Redeemable preferred stock dividencs (31)
NET INCOME A VAILABLE TO COMMON STOCKHOLDERS 193.899 \$ 26.980
BASIC AND DILUTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE:
Continuing operations 2.31 5 0.27
Discontinued operations 0.00 S 0.01
Net income 231 2 0.28
WEGHTED A VERAGE SHARES OF COMMON
STOCK OUTSTANDING:
Basic 84,048 97.662
Diluted 84.048 97,662

EPS is the year-hout not may not be addition the sun of a required method of compuling ESS in the respective price. In addition EPS is coluded independently

CMCT - FUNDS FROM OPERATIONS

March 31.
2017 2016
[in thousands, except per share amounts]
(Unaudited)
FUNDS FROM OPERATIONS (FFO)
Net income available to common stockholders \$ 193,899 \$ 26,980
Depreciation and amortization 17.231 18.058
Gain on sale of depreciable assets (187,734) (24,739)
FFO AVAILABLE TO COMMON STOCKHOLDERS 23,396 20,299
BASIC AND DILUTED FFO PER SHARE:
Net income available to common stockholders 3 2.31 \$ 0.28
Depreciation and amortization 0.21 0.18
Gain on sale of depreciable assets (2.23) (0.25)
FFO PER SHARE AVAILABLE TO COMMON STOCKHOLDERS 0.28 0.21
WEIGHTED AVERAGE SHARES OF COMMON
STOCK OUTSTANDING:
Basic 84,048 97,662
Diuted 84,048 97,662

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CMCT

CMCT - CONSOLIDATED BALANCE SHEETS

March 31, 2017 December 31, 2016
(in thousands)
(Unaudited)
ASSETS
Investments in real estate, net \$ 1,505,492 \$ 1,606,942
Cash and cash equivalents 404,346 144,449
Restricted cash 27,775 32,160
Accounts receivable, net 12,828 13,086
Deferred rent receivable and charges, net 106,744 116,354
Other intangible assets, net 17.199 17,623
Other assets 91,446 92.270
TOTAL ASSETS 2 2,165,830 5 2,022,884
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY
LIABILITIES:
Debt, net \$
\$ 939,334 967,886
Accounts payable and accrued expenses 33,103 39.155
Intangible liabilities, net 1,426 3,576
Due to related parties
Other liabilities
10,097 10.196
34,837 34.056
Total liabilities 1,018,797 1,054,869
REDEEM ABLE PREFERRED STOCK 3.321 1,426
EQUITY:
Common stack 84 84
Additional paid-in capital 1,566,126 1,566,073
Accumulated other comprehensive income (loss) 1,043 (509)
Distributions in excess of earnings (424,458) (599,971)
Total stockholders' equity 1,142,795 965,677
Noncontrolling interests 917 912
Total equity 1,143,712 866,589
TOTAL LIABILITIES. REDEEMABLE PREFERRED STOCK AND EQUITY 5 2,165,830 5 2,022,884

CMCT - DEBT SUMMARY1

CMCT
As of March 31, 2017 Oustanding Principal
Balance 1,2
Interest Rate Maturity Date
(In thousands, unaudited)
4649 Cole Avenue 8 40 23,444 5.39% 03/01/2021
3636 McKinney Avenue® 9,317 5.39% 03/01/2021
3839 McKinney Avenue8 6,180 5.39% 03/01/2021
4200 Scotland Street 29.019 5.18% 06/05/2021
1 Kaiser Plaza 97,100 4.14% 07/01/2026
2101 Webster Street 83.000 4.14% 07/01/2026
2100 Franklin Street 80,000 4.14% 07/01/2026
1901 Harrison Street 42,500 4.14% 07/01/2026
1333 Broadway 39,500 4.14% 07/01/2026
260 Townsend Street 28, 200 4.14% 07/01/2026
7083 Hollywood Boulevard' 21.700 4.14% 07/01/2026
830 137 Street 46,000 4.50% 01/05/2027
MORTGAGES PAYABLE 505,960 4.33%
Unsecured Credit Facility3 Variable 09/30/20174
Unsecured Term Loan Facility® 385,000 LIBOR + 1.60% 05/08/2022
Junior Subordinated Notes 27,070 LIBOR + 3.25% 03/30/2035
OTHER 412,070
TOTAL DEBT S 918,030

FWP 1 a17-12628_3fwp.htm FWP

Free Writing Prospectus Filed Pursuant to Rule 433 Dated July 10, 2017 Registration Statement Nos. 333-203639; 333-210880; 333-218019

FREE WRITING PROSPECTUS

CIM Commercial Trust Corporation Investor Presentation July 2017

CIM Commercial Trust Corporation (the "Company") has filed registration statements (including a prospectus and prospectus supplements, as applicable) with the Securities and Exchange Commission (the "SEC") for the offerings to which this communication relates. Before you invest, you should read the prospectus supplements related to the applicable registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the offerings. You may get these documents for free by visiting the Company's website at http://investors.cimcommercial.com/index.cfm, or, as to the offering described in Registration Statement No. 33-210880 (relating to the Series A Units consisting of Series A Preferred Stock and Warrants), by contacting Evolv Capital at 844-EVO-ALTS or [email protected].

You may also access the applicable prospectus for free on the SEC website at www.sec.gov as follows:

  • · Post-Effective Amendment No. 2 to Form S-11, dated March 30, 2017, relating to Registration Statement No. 333-203639:
  • · Prospectus Supplement No. 7, dated May 12, 2017, to the Prospectus, dated July 1, 2016, relating to Registration Statement No. 333-210880; and
  • · Amendment No. 1 to Form S-11, dated July 10, 2017, relating to Registration Statement No. 333-218019,

IMPORTANT DISCLOSURES

MIC

FORWARD-LOOKING STATEMENTS

The information set forth herein contains "or word in the statements by the fact that they do not relate strictly to historical or current facts or the business and affairs of CM Commercial Trust Coppration ("CM Commercial" or "CMC")") on a prospective basis. Further, statements that "may," "will," "project","might," "expect," "believe," "intend", "could," "would," "estimate", "pursue," or "should" or the negative or other words or expressions of similar meaning, may identify forward-looking statements.

CIM Commercial bases these forward-looking statements on particular assumptions that it his experience as well as its perception of expected future developments and other factors that it believes are appropriate under the circumstances. These forwardlooking statements are necessarily estimathe judgment of CM Commercial and involve a number of risks and uncertainles that could cause actual results to differ materially from those suggested by the forward-looking statements are subject to risks, uncertainties and other factors, including those set forth in CIM Commercial's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

As you read and consider the information herein, you are cautioned to not place forward-looking statements. These statements are not guarantees of performance or results and speak only as of the date hereof. These forward-looking statements involve isks. uncertaintes and assumptions. In light of there can be no assurance that the results and events contemplated by the forward-looking statements contained herein will in fact transpire. New factors emerge from time to time, and it is not possible for CM Commercial to predict all of them. Nor can CIM Commercial assess the import of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. CIM Commercial underlakes no obliaalion to publicly update or release any revisions to these forvard-looking statements or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

IMPORTANT DISCLOSURES

Free Writing Prospectus Filed Pursuant to Rule 433 Dated July 10, 2017 Registration Statement Nos. 333-203639; 333-210880; 333-218019

FREE WRITING PROSPECTUS

CIM Commercial Trust Corporation Investor Presentation July 2017

CIM Commercial Tust Corporation (the "Company") has filed registration statements (including a prospectus supplements, as applicable) with the Securities and Exchange (the "SEC") for the offerings to which this communication relates. Before you invest, you should read the prospectus and the prospects supplements related to the applicable registration statements the Company has filed with the SEC for more comblete information about the offerings. You may get these documents for free by visiting the Company's website at http://incommercial.com/index.cfm. or, as to the offering described in Registration Statement No. 33-21080 (relating to the Series A Unils consisting of Series A Preferred Stock and Warrants), by contacting Evolv Copital at 844-EV-ALTS or [email protected].

You may also access the applicable prospectus for free on the SEC website at www.sec.gov as follows:

· Post-Effective Amendment No. 2 to Form \$-1 1, dated March 30, 2017, relating to Registration Statement No. 333-203639;

Prospectus Supplement No. 7, dated May 12, 2017, to the Prospectus, dated July 1, 2016, relating to Registration Statement No. 333-210880; and

· Amendment No. 1 to Form S-11, dated July 10, 2017, relating to Registration Statement No. 333-218019.

CMCT - INVESTMENT THESIS
Resources & Expertise
of Premier Institutional
Manager
· Large scale platform with vertically-integrated team
· Proprietary "Qualified Community" methodology
· Disciplined, relative-value investor with sightlines across all major U.S. urban markets
Class A and Creative
Office Investments in
Gateway Markets
· Invested in high barrier-to-entry sub-markets where CIM Group anticipates outsized rent
growth
· San Francisco Bay Area, Washington DC, Los Angeles and Austin
Same Store Growth
Opportunity
· Lease-up (office portfolio 90.4% leased) 1.2
· Below-market leases increasing to market rate
· Value-add / development
Attractive And Flexible
Capital Structure
· 100% of debt matures in 2021+, 51% in 2026+2.3
· 55% of debt is fixed rate; another 42% of debt is effectively fixed rate until May 2020
through interest rate swaps2.3
· Target capital structure of 45% common equity, 25% preferred equity and 30% debt
enhances common equity returns with low relative risk
Maximizing Returns for
Shareholders
· Growing NAV and cash flows per share of common stock
· Providing liquidity to stockholders at prices reflecting NAV and cash flow prospects
· With capital structure implemented, targeted ~15% total return on equity

I Echode 90, 9" Street Porking Garcop & Refal card 2013 College Sireel Jold in June 207) col 708 Hollywood Bovlevard Junder controcl for sole.
2 As of March 31, 2017.
3 Ex

4

CAACT

CIM GROUP

CIM GROUP

ବି

CIM GROUP – RESOURCES & EXPERTISE OF PREMIER INSTITUTIONAL MANAGER CMCT

Established · Established in 1994 as a partner for investors seeking to capitalize on U.S. urbanization
Experience · Since inception, CIM Group has owned or currently has under development!
- 16.5 million square feet of office
6.3 million square feet of retail
l
20,800 residential units
- 7,000 hotel rooms
Office Locations · Headquartered in Los Angeles
· Investment offices in NYC, San Francisco Bay Area, Washington DC Metro Area and Dallas
Strategies · Stabilized Equity
· Value-Add Equity
· Opportunistic Equity
· Debt

432 Park Avenue (New York)

1 As of March 31, 2017, Residential units include both c ndo and apartment units. The examples above have been selected to generaly illustrate the investment philosophy of CM Group, and may not
future results. Past performance is not a guarantee of

11 Madison Avenue (New York) Dolby Theatre (Hollywood)

CIM GROUP - RESOURCES & EXPERTISE OF PREMIER INSTITUTIONAL MANAGER CIMC T

CIM GROUP COMPETITIVE ADVANTAGES

Seasoned, Vertically-
Integrated Team
· Full-service investment manager
· Research, investment, acquisition and finance
· Development, leasing and asset management
"Qualified Community"
Methodology
· Sector-agnostic focus
· Market values that are below long-term intrinsic values
· Underserved or improving areas with dedicated resources that should lead to outsized
rent growth
Disciplined
Underwriting
· CIM underwrites prospective investments using multiple scenarios
· Employs current and long-term market growth rates, cap rates and interest rates
· Returns are primarily driven by improved asset and community performance, not cap
rate compression or financial engineering

CMCT Benefits From CIM Group's Large-Scale Platform

Deal sourcing + Capital markets + Operational expertise

CIM GROUP - U.S. QUALIFIED COMMUNITIES

CMCT

CIM COMMERCIAL TRUST (NASDAQ: CMCT)

CIM COMMEKCIAL IKUSI UVIV
CIM COMMERCIAL
(NASDAQ: CMCT)
· Share Price1 / Market Cap
· NAV per Share / NAV2
· Primarily Class A and creative urban office REIT with NAV and cash flow per share upside
\$15.85 / \$0.9 billion
\$23.08 / \$1.3 billion
Portfolio - San Francisco Bay Area
- Washington, DC
- Los Angeles
· 19 office properties with 4.0 million rentable square feet3
· Quality office portfolio in vibrant and improving urban markets including:
CIM Group · Manager of CMCT
· 650+ total employees
- 15 principals including all of its founders1
- 360+ professionals1
· Beneficial owner of 1.1 million shares of CMCT5
· Focused on consistently growing NAV and cash flows per share of common stock and
providing liquidity to stockholders at prices reflecting NAV and cash flow prospects
· \$19.9 billion AUM, \$12.4 billion EUM with 80+ global institutional investors4

| As Aly , 201 , More (connection 24, 10 Area 10, 10 American 2012 , Sent and Marc 2014 , Mercel Hotel , Mercel Hotel , Mercel Hotel , Mercel Hole , Media 2001 , Media 2001 ,

11

CMC

CMCT - CLASS A AND CREATIVE OFFICE PORTFOLIO IN GATEWAY MARKETS

AS OF MARCH 31, 2017

Locallon
NORTHERN CALFORNIA
Sub-Market Square
Footage
% of Total
Occupled
్యా
Leased
Annualized
Cash
Rent (in 000s)
Annualized
Cash
Rent Per
Occupled SF
Oakland, CA
1 Kalser Plaza Lake Meritt 532.543 13.2% 96.2% 96.9% 3 19.789 3 38.61
2101 Webster Street Lake Menitt 473.156 11.8% 98.9% 98.9% 17,901 38.24
1901 Hamison Street Lake Memilt 273,110 6.9% 98.2% 98.2% 8.485 36.14
1333 Broadway City Center 240,051 6.0% 92.9% 92.9% 7,349 32.94
2100 Franklin Street Lake Memitt 216.828 5.4% 98.9% 98.9% 8,442 39.35
Total Oakland, CA 1,735,688 43.3% 97.1% 97.3% 63,176 37.49
San Francisco, CA
260 Townsend Street South of Market 65.694 1.6% 74.5% 84.8% 3.499 71.45
Total San Francisco, CA 65,694 1.6% 74.5% 84.8% 3,499 71.45
TOTAL NORTHERN CALFORNIA 1,801,382 44.9% 96.3% 96.8% S 66.675 S 38,44
SOUTHERN CALFORNIA
Los Angeles, CA
11620 Wilshire Boulev and West Los Angeles 192858 4.8% 93.5% 98.1% 5 6,931 3 38.43
47.50 Wilshire Boulev ard Mid-Wilshire 143,361 3.6% 100.0% 100.096 3,782 24.38
11600 Wilshire Boulev and West Los Angeles 55,638 1.4% 84.3% 86.1% 2,401 51.22
Lindblade Media Center West Los Angeles 32,428 0.8% 100.0% 100.0% 1,380 42.56
Total Los Angeles, CA 424,286 10.6% 95.0% 97.3% 14,494 35.96
TOTAL SOUTHERN CALFORNIA 424,285 10.6% 95.0% 97.3% 14.494 S 35.96
EAST
Washington, DC
370 L'Entant Promenade Southwest 407,321 10.2% 39.1% 66.9% 8,882 \$ 55.77
999 N Capitol Street Capital Hill 320,939 8.0% 84.6% 84.6% 12.718 46.83
899 N Capitol Street Capital Hill 314,667 7.8% 74.0% 84.1% 11,669 50.09
800 N Capitol Street Capital Hill 312759 7.8% 76.1% 76.1% 10.716 45.01
830 Ist Street Capital Hill 247,337 6.29 100.0% 100.095 10.859 43.90
Total Washington, DC 1.603.023 40.0% 71.7% 80.7% 54,844 47.72
TOTAL EAST 1,603,023 40.0% 71.7% 80.7% 5 54,844 5 47.72
SOUTHWEST
Austin, TX
3601 S Congress Avenue South 182,484 4.5% 90.2% 95.7% S 5,434 3 32.99
TOTAL SOUTHWEST 182,484 4.5% 90.2% 95.7% S 5,434 S 32.99
TOTAL OFFICE PORTFOLIO 4.011.174 100.0% 84.1% 90.4% 141 447 40.96

I Represents goss nonthly base rent, as of Mach 31, 2017, multiplied by twelve. The amount reliects total costs rent before applicable. a p by adding annualed expense einfuse in the base ent.
Note: Excludes 900 9h Street Parting Grope & Reizling 200 \$ College Street, which were sold in June 2017, at well at 7003 Hollywo

CMCT - CLASS A AND CREATIVE OFFICE PORTFOLIO IN GATEWAY MARKETS

I Pa Sour lod. To CMC. resealt pos mrit be soceent. When comment at al Mach
20.7. milliano molition mit ber antil Microse comment. When and more collent of continued bel

CMCT - KEY MARKET: LAKE MERRITT & OAKLAND CBD

CMCT In-Place Rents \$37.49

Class A Asking Rents1 \$52.32

FAVORABLE OFFICE DYNAMICS

  • · Relative Value vs. San Francisco CBD (Class A asking rents):
    • SF \$72.011
    • Lake Merritt \$52.321
  • Limited New Office Supply in Lake Merritt / Oakland CBD: Last major office project completed in 20082
  • Proposition M: San Francisco office development limited to 875,000 square feet per year

AN IMPROVING COMMUNITY

  • Transportation: All six BART lines and every major highway run through Oakland
  • Amenities Base: Oakland emerging as a "cool" place to live and work
  • . Residential Development:
    • 6,200 new units in 2017-2019 (v. ~ 150,000 existing)3
    • Residential Monthly Asking Rents2
      • SF \$2,946
      • Oakland \$2,134 .

CMC

CMCT INVESTMENTS ASSET TYPE SOF OCCUPIED % IN-PLACE
RENTS
1 Kaiser Plaza Office 532,543 96.2% \$38.61
2101 Webster Street Office 473,156 98.9% \$38.24
1901 Harrison Street Office 273,110 98.2% 536.14
1333 Broadway Office 240,051 92.9% 532.94
2100 Franklin Office 216,828 98.9% 539.35
2 Kaiser Plaza® Land
2353 Webster Street Garage
Total 1,735,688 97.1% \$37.49
  • 1 Source: Cushman & Wakefield Class A office buildings (per square foot).
  • Source: Costar
    Source: Reis.

2 Kater Paring Lot is a 4.642 square for parel of lond curantly being used as suface porting in It develop o bolehop with opprovincely 4.0.00 to 840,000 rentable square feet.

ੱਡ 15

2023

2022

2017-2018

s

s

CMCT - HIGH QUALITY & DIVERSE TENANT BASE

1 Kalser Plaza / 2101 Webster Street

2100 Franklin Street/2101 Webster Streat

3701 Enfant Promenade/1 Kalser Plaza

Various

899 N Capitol Streat

1901 Horskon Stoner

999 N Caplial Street

800 N Capilal Street

4750 Wishike Bookevard

CMCT Credit Rafing

P / Moody's / filch Annualized Rent % of Annualized Rentable lease (in thousands) quare l'ee No 1 - 1 - 1 Pa 12.85 469,221 11.7% 2017-202 18,045 At+ / 100 / AN 2025-2026 \$ 11,113 7.9% 252,592 6.3% AA / Aal / M 9,248 65% 174,203 4.300 2021 -1-1-2020 7.155 5.1% 184.875 4.6% AININ 2018-2023 5.124 315 147,520 3.7% M+ / Haa / Mar 2021 1 4.532 3.2% 100,500 2.9% A+1 121 -2019 3,782 27% 143,361 3.6%

2.4%

24%

21%

46.7%

51,35%

8

100.0%

3.369

3,392

2959

66.719

72,728

141,447

Reighbarhood Reinvestment Corporation 999 N Capital Street deral Marillime Commission Accenture Total for Top Ten Tenants Al Other Tenants acant

alser Foundation Health Plan, Inc.

bepartment of Education

he District of Columbia

ternal Revenue Service

ndora Media, Inc.

Wells Fargo Bank, N.A.

Farmers Group, Inc.

Total for Portfolio

Industry Diversification3

67,611

66,017

55.120

1,661,026

1,791,389

558.759

4,011,174

1.7%

1.6%

1.00

41.4%

44.7%

13.9%

100.0%

I Repear promonts (respent, at Mach 1). 207, multipled by healer. This annont felfore opplicate, annuclined ment hat been groad in bar been proxicode, converloped on has be

-1-1-

AA+ / Aaa / AAA

A+ / A) / A+

3 Bood on gross northy bote ent, as al March 3, 2017, multiple by hyvely, This annum torline absternent. When applicable, anvalled in that been grossed in that been grossed i Excludes 900 9h Street, 1010 th Street Parking Coroge Streel, which were sold in Jine 2017, as well of 7003 Hollywood Boulevad which is under controcl b be odd.

16

https://www.sec.gov/Archives/edgar/data/908311/000110465917044171/a17-12628_3fwp.htm

CMCT - POSITIVE LEASING TRENDS / MANAGEABLE LEASE EXPIRATIONS

31-Mar-17 31-Dec-16 30-Sep-16 30-Jun-16 31-Mar-16
AII
Number of Transactions 18 13 8 17 8
Square Footage 76,604 80,995 158,122 171,117 132,734
All - Recurring 4
New Cash Rental Rate® ಕ್ಕೊ 49.32 કિ 41.83 ಳಿಗಿ 49.32 A 46.12 A 34.71
Expiring Cash Rental Rate® ಕ್ಕೊ 39.78 \$ 40.74 40 50.42 \$ 36.94 32.46
Square Footage 67,367 67.932 124.196 164,446 11,185
Cash rent spread % 24% 3% -2% 25% 7%

I Bood on the notes for whot he spoe was ver, north-to-month lease, lease with on sigind tem of less than 12 north, eleted party lease and poce where the previous tenant was a related party.

e contrast prochy box ent, mail bell of the most relies hole copies. Inncluded micities annoited on being and one on one one on op of on one on on one op on on on one on res

Is to b ted e Note: Ecclodes 90 9h Street, 1010 th Steel, 101 2005 College Steel, which were sold in June 2017, as well at 7003 Hollywood Boulevad which is under controct lobe soil.

CMCT - SAME STORE GROWTH OPPORTUNITY

1 Addition 19:31 Allen development descripts and street.
2 Relection of nece and Micholen (net 2017) AM Cole Averie, 2017 AM Cole Area Born Sheel, 10 08 Mireel Polding Cor

18

CMCT

CMCT - ATTRACTIVE AND FLEXIBLE BALANCE SHEET

Net Asset Value 1.2 [\$ in thousands, except share and per share amount) [Unaudited] Investments in real estate - at fair value2 \$ 1,863,571 Loans receivable - at fair value3 71,053 Debt2 (821,965) Cash and other assets net of other liabilities2 227,327 Redeemable preferred stock3 (1,064) Noncontrolling interests3 (3,321) Estimated NAV available to common shareholders S 1,335,601 Shares of Common Stock outstanding2 57,866,263 Estimated NAV per share of Common Stock \$ 23.08

Pro-forma 1Q'17 NOJ2.3

CMCT

(\$ in thousands)
(Unaudited)
Total 1Q17 Cash NOI A 39.821
Less NOI from assets sold or under contract 13,922
Proforma Cash NOI 25,899

l Year Your Your "reprim Dickere" op por 3.
P Acchart Our Direction and Properting, Maria Maria (10) 2017 - 12:14 PM (120 - 2017) 2020 - 2020 - 2020 - 2020 - 2020 - 2020 -

5 Excludes premiums, discounts debt issues and secured borowings on government guccented on the online of 3. 165 unlil Moy 8. 2020 through interest rate swops

CMCT - ATTRACTIVE AND FLEXIBLE CAPITAL STRUCTURE - STRONG RETURNS

CMCT - HIGHLY FOCUSED ON VALUE CREATION AND TOTAL RETURN

Active and opportunistic portfolio management to maximize returns to stockholders

2015-2016 Providing Liquidity to Shareholders
· Proceeds from asset sales ~\$210 million
· Proceeds from CMBS refi ~\$80 million
Date
6/2016
9/2016
Liquidity
\$210 million tender offer @ \$21/share
\$80 million repurchase @ \$22/share
1H'17 Providing Liquidity to Shareholders
· Expect proceeds of ~\$709 from assets already
sold or under contract to be sold
Date
4/2017
6/2017
6/2017
Liquidity
\$0.28 per share special cash dividend2
\$576 million repurchase @ \$22/share1
\$1.98 per share special cash dividend2
2H'17 Providing Liquidity to Shareholders
· Evaluating additional asset sales to deliver
value to stockholders
· Considering using a substantial portion of the net
proceeds of such dispositions to provide liquidity to our
common stockholders at prices reflecting our NAV and
cash flow prospects
Provided ~\$871 million of liquidity to stockholders since June 20163

1 Shares were repurchased in a privately negotiated from a fund managed by on offiliate of Cin Group.
2 Paid special cash dividend to common stockhalders: the affiiiated fu

21

CMCT

APPENDIX

CIM GROUP - QUALIFIED COMMUNITY METHODOLOGY

  • · CIM believes that its community gudification process provides it with a significant competitive advantage when making urban real estate investments.
  • · Since 1994, CIM has qualified 105 communities in high barrier-to-entry sub-markets and has invested in 63 of the communities. The qualification process generally takes between 6 months and 5 years and is a crilical component of CIM's investment evaluation.
  • CIM examines the characteristics of a maket to distict justifies the extensive efforts CIM undertakes in reviewing and making potential in its Qualified Communities. The Communities are located in both primary and secondary urban centers, which can encompass (1) transitional urban disticts and growth markets adjacent to Central Business Districts ("CBDs") and/or (2) well-established, thriving urban areas including major CBDs.

QUALIFICATION CRITERIA

Transitional Urban Districts

  • · Improving demographics
  • · Broad public support for CIM's investment approach
  • · Evidence of private investment from other institutional investors
  • Underserved niches in the community's real estate . infrastructure
  • Potential to invest a minimum of \$100 million of . opportunistic equity within five years

Thriving Urban Areas

  • Positive demographic trends .
  • Public support for investment
  • · Opportunities below intrinsic value
  • Potential to invest a minimum of \$100 million of opportunistic . equity within five years

CIM GROUP – RESOURCES & EXPERTISE OF PREMIER INSTITUTIONAL MANAGER CIM GROUP CO-FOUNDERS

Richard Ressler CIM Group Principal, CMCT Chairman of the Board

  • Founder and President of Orchard Capital Corp., a firm that provides consulting and advisory services to companies in which Orchard Capital or its affiliates invest
  • Co-founded CIM Group in 1994 and chairs the firm's Investment and Asset Management Committees
  • Chairman of the board of j2 Global, Inc. (NASDAQ: JCOM) and director of Presbia PLC (NASDAQ: LENS)
  • Served as Chairman and CEO of JCOM from 1997 to 2000
  • Chairman of executive committee and cofounder of predecessor of Orchard First Source Asset Management, an investment adviser focusing on middle market debt investments
  • . Co-founded and served as Vice Chairman of Brooke Group Limited, the predecessor of Vector Group, Limited (NYSE: VGR)
  • . Previously worked at Drexel Burnham Lambert, Inc. and began his career as an attorney with Cravath, Swaine and Moore, LLP
  • · B.A. from Brown University, and J.D. and M.B.A. degrees from Columbia University

Avi Shemesh

CIM Group Principal and CMCT Board Member

  • Co-Founder and a Principal of CIM Group
  • · Responsible for the day-to-day operations of CIM Group, including strategic initiatives, property management, leasing and investor relations
  • Head of CIM's Investments Group and serves on . the firm's Investment and Asset Management Committees
  • Active real asset investor for over 25 years
  • · Previously was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, which developed a variety of commercial and multifamily properties in Los Angeles

Shaul Kuba

CIM Group Principal and CMCT Board Member

  • · Co-Founder and a Principal of CIM Group
  • Responsible for the day-to-day operations of CIM Group, including leading the Development Group and sourcing new investment transactions
  • · Serves on the firm's Investment and Asset Management Committees
  • Active real asset investor for over 25 years
  • Previously was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, which developed a variety of commercial and multifamily properties in Los Angeles

CIM GROUP - RESOURCES & EXPERTISE OF PREMIER INSTITUTIONAL MANAGER

MANAGEMEN

Charles Garner

CMCT Chief Executive Officer, CIM Group Principal

  • CEO of CMCT and serves on CIM Group's Investment and Asset Management Committees
  • Prior to joining CIM Group, worked closely with the firm in various capacities since 1996, including originating and managing Federal Realty Investment Trust's partnership with CIM Group
  • Has been involved in billions of dollars of real estate transactions including the acquisition, joint venture investment, disposition and equity and debt financing of more than 100 properties
  • Began career as a C.P.A. at PricewaterhouseCoopers and has held various transactional positions with Federal Realty, Walker & Dunlop and The Stout & Teague Companies
  • B.S. degree in Management from Tulane University's A.B. Freeman School of Business

Jan Salit CMCT President and Secretary

  • Joined CMCT after merger of PMC Commercial Trust
  • Previously was Chairman of the Board, CEO and Secretary of PMC Commercial Trust
  • Prior to CEO role, held Chief Operating Officer and Chief Investment Officer roles with PMC Commercial Trust (joined predecessor firm in 1993)
  • · Prior to joining PMC Commercial Trust, held positions with Glenfed Financial Corporation (and its predecessor company ARMCO Financial Corporation) including Chief Financial Officer

David Thompson

CMCT Chief Financial Officer, CIM Group Principal

  • Prior to joining CIM Group in 2009, spent 15 years with Hilton Hotels Corporation, most recently as Senior Vice President and Controller responsible for worldwide financial reporting, financial planning and analysis, risk management, internal control and technical accounting compliance
  • · Tenure at Hilton included both SEC compliance as a public company and reporting as a private equity portfolio company
  • · Began career as a C.P.A. at Arthur Andersen & Co.

Terry Wachsner

CIM Group Principal, Property Management

  • · Prior to joining CIM Group in 2005, was Director of Asset Services for Continental Development Corporation
  • Prior to Continental, was Executive Managing Director for Kennedy-Wilson Properties, Ltd. where he was responsible for the operations and leasing of a 75 million square foot national portfolio of office, retail, industrial, and apartment properties
  • From 1980 to 1998, headed up Heitman Properties, Ltd. as President of Property Management

CMCT - CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended
March 31,
2017 2016
[In thousands, except per share data]
REVENUES: (Unaudited)
Rental and other property income 44 90,809 રે 62.848
Expense reimbursements 3.030 2928
Interest and other income 3,110 2.841
66,949 68.617
EXPENSES :
Rental and other property operating 22.960 31.278
Asset management and other fees to related parties 8,700 8.631
Interest 9,773 6.815
General and administrative 1.679 1.942
Transaction costs 13 149
Depreciation and amortization. 17,231
60.356
18.058
66873
Gain on sale of real estate 24,739
187,734
194,327
26,483
INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES
Provision for income taxes
392 190
NET INCOME FROM CONTINUING OPERATIONS
DISCONTINUED OPERATIONS:
193,935 26,293
Income from operations of assets held for sale 690
NET INCOME FROM DISCONTINUED OPERATIONS 690
NET INCOME 193.935 26,983
Net income attributable to noncontrolling interests. (ર) (3)
NET INCOME ATTRIBUTABLE TO THE COMPANY 193,930 26,980
Redeemable preferred stock dividencs (31)
NET INCOME A VAILABLE TO COMMON STOCKHOLDERS 193.899 \$ 26.980
BASIC AND DILUTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE:
Continuing operations 2.31 5 0.27
Discontinued operations 0.00 S 0.01
Net income 231 2 0.28
WEGHTED A VERAGE SHARES OF COMMON
STOCK OUTSTANDING:
Basic 84,048 97.662
Diluted 84.048 97,662

EPS is the year-hout not may not be addition the sun of a required method of compuling ESS in the respective price. In addition EPS is coluded independently

CMCT - FUNDS FROM OPERATIONS

March 31.
2017
2016
(in thousands, except per share amounts)
(Unaudited)
FUNDS FROM OPERATIONS [FFO]
Net income available to common stockholders 3 193,899 3 26,980
Depreciation and amortization 17.231 18,058
Gain on sale of depreciable assets (187,734) (24,739)
FFO AVAILABLE TO COMMON STOCKHOLDERS 23,396 20,299
BASIC AND DILUTED FFO PER SHARE:
Net income available to common stockholders 3 231 3 0.28
Depreciation and amortization 0.21 0.18
Gain on sale of depreciable assets (2.23) (0.25)
FFO PER SHARE AVAILABLE TO COMMON STOCKHOLDERS 0.28 0.21
WEIGHTED AVERAGE SHARES OF COMMON
STOCK OUTSTANDING:
Basic 84,048 97,662
Diuted 84,048 97.662

We believe the Parland (no copical neour al 'he performan of a RET on the includine in the most contribution, comprime in coacidante with GAAP, acidant of closed no soles of red estate and ted established. We calculate FO in accordance with the standard established by the National Alabishing of Red Estate investment inst (NRED).

Lier mint First le be a l'a minuse secure commission commission commission in the oran in vols on more in vols on more in volver in volver in the comprehender on the comments

The per share adjustments to nel income availables per stare are calculated independently for ach odjustment and may not be additive den to reveling.

27

CMCT

CMCT - CONSOLIDATED BALANCE SHEETS

March 31, 2017 December 31, 2016
(in thousands)
(Unaudited)
ASSETS
Investments in real estate, net \$ 1,505,492 \$ 1,606,942
Cash and cash equivalents 404,346 144,449
Restricted cash 27,775 32.160
Accounts receivable, net 12.828 13,089
Deferred rent receivable and charges, net 106,744 116,354
Other intangible assets, net 17.199 17,623
Other assets 91,446 92,270
TOTAL ASSETS 2 2,165,830 5 2,022,884
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY
LIABILITIES:
Debt, net \$ 939,334 \$ 867,886
Accounts payable and accrued expenses 33,103 39.155
Intangible liabilities, net 1,426 3,576
Due to related parties 10,097 10.196
Other liabilities 34,837 34,056
Total liabilities 1,018,797 1,054,869
REDEEM ABLE PREFERRED STOCK 3.321 1,426
EQUITY:
Common stock
84 84
Additional paid-in capital 1,566,126 1,566,073
Accumulated other comprehensive income (loss) 1,043 (509)
Distributions in excess of earnings (424,458) (599,971)
Total stockholders' equity 1,142,795 965,677
Noncontrolling interests 917 912
Total equity 1,143,712 866,589
TOTAL LIABILITIES. REDEEMABLE PREFERRED STOCK AND EQUITY 5 2,165,830 2,022,884

CMCT - DEBT SUMMARY1

As of March 31, 2017 Oustanding Principal
Balance 1.2
Interest Rate Maturity Date
(In thousands, unaudited)
4649 Cole Avenue 8 40 23,444 5.39% 03/01/2021
3636 McKinney Avenue® 9.317 5.39% 03/01/2021
3839 McKinney Avenue8 6,180 5.39% 03/01/2021
4200 Scotland Street 29,019 5.18% 06/05/2021
1 Kaiser Plaza 97,100 4.14% 07/01/2026
2101 Webster Street 83,000 4.14% 07/01/2026
2100 Franklin Street 80,000 4. 4% 07/01/2026
1901 Harrison Street 42,500 4.14% 07/01/2026
1333 Broadway 39,500 4.14% 07/01/2026
260 Townsend Street 28.200 4. 4% 07/01/2026
7083 Hollywood Boulev ard' 21.700 4. 4% 07/01/2026
830 131 Street 46,000 4.50% 01/05/2027
MORTGAGES PAYABLE 505,960 4.33%
Unsecured Credit Facility3 Variable 09/30/20174
Unsecured Term Loan Facility® 385,000 LIBOR + 1.60% 05/08/2022
Junior Subordinated Notes 27,070 UBOR + 3.25% 03/30/2035
OTHER 412,070
TOTAL DEBT S 918,030

29

MCT

NET OPERATING INCOME RECONCILIATION

CM comecialmed) wolder to collection in spensible come, incone, int'a denta orner not ontine come colo not ocolo corner on the reservicones and ordinatores membres contributi amortization, and other adjustments required by GAAP.

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Three Months Ended March 31, 2017
Office Multifamily Hotel Lending Total
(in thousands, unaudited)
Cash Not \$ 32,640 8 2,137 2 4,071 2 973 3 39,821
Deferred rent and amortization of intangible assets, liabilities and lease inducements 2,368 2,379
Straight line rent, below-market ground lease and amortization of intangible assels (312) (138) 9 (441)
Lease termination income 356 356
Segment Net Operating Income \$ 35,052 2,006 4,075 કે 982 42.115
Asset management and other fees to related parties (7,856)
Interest expense (9.631)
General and administrative (791)
Transaction costs (13)
Depreciation and amortization (17,231)
Gain on sale of real estate 187,734
Income from continuing operations before provision for income faxes 194,327
Provision for income laxes (392)
Net income 193,935
Net income attributable to noncontrolling interests (5)
Net income attributable to the Company 193,930

IMPORTANT DISCLOSURES

MC

Assets and Equity Under Management

Ases Under Management ("AUM") or Gross AUM, represents (I)(d) for real assets, the agos assets ("GAV") of fair value, including the shares of such asses owned by into e partners and co-investments of all of CIN's chised accounts leach on "Account" or the "Account" or the operating componies, the aggregate GAV less debt, including the shares of such entries and co-investments, of all of the Accounts (not in duplication of the osses decibed in (i)(a)), plus [i] the oggegate unlunded of the Accounts, as of March 31, 2017 ("Report Date"), The GAV is calculated in accordance with U.S. generally accepted accounting pinciples on a fair vale") and generally represents the irvestment's third-party oppraised volue as of the Report Date. or as of Mach 31, 2017, as adjusted further by the restlations and quartely valuation adjustments based upon monagement is estimate of lair vales, in each cose through the Report Date other than as decibed below with respect to CM RET consist of shores in CM Commercial fust Coparation ("CMC"), a publicy traded company, the Book Vallernined by assuming the underling assets of CMCC are liquiated board upon management's estimate of for value. CM does not price of CMCTs publicy-fraded shares to be a meaningtul indication of the lair valve of CM RETS interest in CMCT due to the foct that the public represent less than 3% of the outstanding shares of CMCT and are think-traded.

Equity Under Management ("EUM"), ar Net AUM. represents (1) the Accounts (ss decribed below), pix (i) the oggregate ununded commitments of the Accounts. The NAV of each Account is aggregate omounts that would be distributable (price to incentive te olocation) to such assuming o "hypothetical liquidation" of the Account on the dole of delesting that: (x) investments are sold of their Book Voue (as dellned above); (y) debt are paid and other assets are collected and (i) appropriate and/a alocalins between equily investor are made in accordance with oppicable document, in each case as determined in accordance with applicable accounting guidance.

Net Asset Value

The estimated Nel Assel Vale ("NAV") contained heel is CMC"s gro forma NAV given effect to certain that have not been completed. Accordingly, the NAV contained herein should not be treated as "Applicable NAV" for purposes of CMCT's Series A Pref Stock offering

The deternincilion of estimated NAV involves a number of subjective assumplions, estinates and judgments that may not be accurate or complete. Futher, different lims using different properiic, general rocks, concir and other assmplons, esfinales and judgments cold delive on esiment ball hat could be levels, and other various activities occuring all, 2016 that would have on impact on our estimated NAV, other han he sole of 21 March 2017, 3636 McKinney Avenue and 383 McKiney Avenue, 90 9h Street, 1010 8th Street, 1010 8th Street, 1010 8th Street Pating Garage & Retrill and 20 \$ College Street (sod in Jone 2017), 7083 Holywood Boulevard, 47 E., 34th Street and 420 Scottond Street wrich are under contract to be sold and the private share repurchase in June 207,

The estimated NAV per share of \$23.08 was calculations. LC, relying in part on oppraisals of our real estate investments and the assets of our lending segment. The table on page 19 sels (oth the material in the calculation of our estimated NAV. We engged various third party appraisal lines to perform appraisot of our real estate investment as of December 31, 2016. These appraisals were performed in occardance with shardards st forth by the American Institute of Cerfied Public of our appraisals was prepared by personnel who are subject to and in compliance with the code of professional ethics and the standards of prolession programs of the professional oppraisal oppraisal organizations of which they are members.

424B3 1 a17-11125 3424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3) Registration No. 333-210880

CIM COMMERCIAL TRUST CORPORATION

SUPPLEMENT NO. 8, DATED JULY 14, 2017, TO THE PROSPECTUS, DATED JULY 1, 2016

This prospectus supplement (this "Supplement No. 8") is part of the prospection (the "Company"), dated Iuly 1, 2016 (the "Prospectus"), as supplement No. 6, dated April 14, 2017 ("Supplement No. 6"), and Supplement No. 7, dated May 12, 2017 ("Supplement No. 7"). This Supplements certain information contained in the Prospectus. This Supplement No. 8 should be read, and will be delivered, with the Prospectus, Supplement No 7. Unless otherwise defined in this Supplement No. 8, capitalized terms used in this Supplement No. 8 shall have the same meanings as set forth in the Prospectus.

The purpose of this Supplement No. 8 is to:

  • · include a new section in the Prospectiv destimated per share value of our Series A Preferred Stock in order to assist broker-dealers that are participating in our public offering of Series A Preferred Stock in meeting their obligations under applicable FINRA rules; and
  • · attach as Annex A to this Supplement No. 8 a Current Report on Form 8-K filed by the Company with the SEC on July 10, 2017.

PROSPECTUS UPDATE

The following disclosure is inserted as its own section inned the "Estinated Net Asset Value" section of the Prospectus:

Estimated Per Share Value of Our Series A Preferred Stock

We have prepared an estimate of the personal proferred Stock as of December 31, 2016 in order to assist broker-dealers that are participating in our public offering of Series A Prefered Stock in meeting their obligations under applicable FINRA rules the fair values of our investments in real estate and certain as the carrying anounts of our other assets and liabilities, in each case as of December 31, 2016, which we refer to as the Calculated Asses and Liabilities. Specifically, we divided (i) the fair values of our investments in real estate and certain lending assets and the carrying amounts of our liabilities, in each case as of December 31, 2016, by (ii) the number of Series A Prefered Stock outstanding as of that date. The Calculated Assess and Liabilities used for purposes of this calculation are set forth above under "—Estimated Net Asset Value of the material assistance from third-party appraisal firms engaged to value our investments in real estate and certain lending assets, in each case in accordance with standards set forth by the American Institute of Certified Public Accountants. We believe our methodology of determining the Calculation on forms to standard industry practices. Because the foregoing calculation resulted in an amount greater than the \$25 per share determined that the estimated value of our Series A Preferred Stock, as of December 31, 2016, is \$25 per share, plus accrued and unpaid dividends.

The foregoing valuation is different from the our Series A Prefered Stock as recorded in our consolidated financial statements, which carrying amount represents the gross proceeds allocated to our Series A Preferred Stock less and indirect offering costs. The estimated value per share of our Series A Preferred Stock has not been audited. There can be no assurance that:

  • · a holder of our Series A Preferred Stock would be able to resell his or her shares of Series A the estimated value per share;
  • · a holder of our Series A Preferred Stock would ultimately realize distributions per share of Series A Preferred Stock upon liquidation of our assets and settlement of our liabilities or a sale of the Company:
  • · our estimated value per share of our Series A Preferred stock is or will remain accurate;
  • · an independent third-party appraiser or third-party valuation firm would agree with our estimated value per share of Series A Preferred Stock, or
  • · the methodology used to calculate the estimated value per share of Series A Preferred Stock would be acceptable to FINRA or for compliance with ERISA reporting requirements (as the applicable FINRA rules do not specifically prescribe the valuation methodologies for preferred stock).

In addition, as described under "Description Of Captal Stock And Securities Offered In This Offering—Series A Preferred Stock," any redemption of shares of our Series A Preferred Stock prior to the date of original issuance of such shares of Series A Preferred Stock to be redeemed will subject the holder to a redemption fee and we will have the right, in our sole redemption price in cash or in equal value through the issuance of shares of our Common Stock (based on the volume weighted average price of our Common Stock for the 20 trading days prior to the redemption).

Annex A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 10, 2017

Commission File Number 1-13610

CIM COMMERCIAL TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation or organization)

75-6446078 (I.R.S. Employer Identification No.)

17950 Preston Road, Suite 600, Dallas, TX 75252 (Address of principal executive offices)

(972) 349-3200 (Registrant's telephone number)

Former name, former address and former fiscal year, if changed since last report: PMC Commercial Trust

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

D Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

D Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

D Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

Item 2.02 Results of Operations and Financial Condition

The information provided in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure

A copy of the Company's July 2017 Investor Presentation is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference herein. Additionally, the Company has posted a copy of the presentations page at http://investors.cimcommercial.com/events.cfm.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act"), or otherwise subject to the liabilities of the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits Exhibit No. Description Investor Presentation July 2017 99.1 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 10, 2017

CIM COMMERCIAL TRUST CORPORATION

By: /s/ David Thompson David Thompson, Chief Financial Officer

3

EXHIBIT INDEX

Description

Exhibit No. 99.1 Investor Presentation July 2017

4

Exhibit 99.1

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IMPORTANT DISCLOSURES

Free Writing Prospectus Filed Pursuant to Rule 433 Dated July 10, 2017 Registration Statement Nos. 333-203639; 333-210880; 333-218019

FREE WRITING PROSPECTUS

CIM Commercial Trust Corporation Investor Presentation July 2017

CIM Commercial Tust Corporation (the "Company") has filed registration statements (including a prospectus supplements, as applicable) with the Securities and Exchange (the "SEC") for the offerings to which this communication relates. Before you invest, you should read the prospectus and the prospects supplements related to the applicable registration statements the Company has filed with the SEC for more complete information about the offerings. You may get these documents for free by visiting the Company's website at http://incommercial.com/index.cfm. or, as to the offering described in Registration Statement No. 33-21080 (relating to the Series A Unils consisting of Series A Preferred Stock and Warrants), by contacting Evolv Copital at 844-EV-ALTS or [email protected].

You may also access the applicable prospectus for free on the SEC website at www.sec.gov as follows:

· Post-Effective Amendment No. 2 to Form \$-1 1, dated March 30, 2017, relating to Registration Statement No. 333-203639;

Prospectus Supplement No. 7, dated May 12, 2017, to the Prospectus, dated July 1, 2016, relating to Registration Statement No. 333-210880; and

· Amendment No. 1 to Form S-11, dated July 10, 2017, relating to Registration Statement No. 333-218019.

CMCI - INVESTMENT THESIS GIVIC
Resources & Expertise
of Premier Institutional
Manager
· Large scale platform with vertically-integrated team
· Proprietary "Qualified Community" methodology
· Disciplined, relative-value investor with sightlines across all major U.S. urban markets
Class A and Creative
Office Investments in
Gateway Markets
· Invested in high barrier-to-entry sub-markets where CIM Group anticipates outsized rent
growth
· San Francisco Bay Area, Washington DC, Los Angeles and Austin
Same Store Growth
Opportunity
· Lease-up (office portfolio 90.4% leased) 1.2
· Below-market leases increasing to market rate
· Value-add / development
Attractive And Flexible
Capital Structure
· 100% of debt matures in 2021+, 51% in 2026+23
· 55% of debt is fixed rate; another 42% of debt is effectively fixed rate until May 2020
through interest rate swaps2.3
· Target capital structure of 45% common equity, 25% preferred equity and 30% debt
enhances common equity returns with low relative risk
Maximizing Returns for
Shareholders
· Growing NAV and cash flows per share of common stock
· Providing liquidity to stockholders at prices reflecting NAV and cash flow prospects
· With capital structure implemented, targeted ~15% total return on equity

I Exclude 90, 9' Street Porking Garcge & Refal and 200 S College Street Jost in June 2017 col 700 Hollywood Bovlevard (under controcl for sole).
2 As of March 31, 2017.
3

4

CMCT

CIM GROUP

ર્

CIM GROUP

CIM GROUP – RESOURCES & EXPERTISE OF PREMIER INSTITUTIONAL MANAGER CMCT

Established · Established in 1994 as a partner for investors seeking to capitalize on U.S. urbanization
Experience · Since inception, CIM Group has owned or currently has under development!
- 16.5 million square feet of office
6.3 million square feet of retail
-
20,800 residential units
7,000 hotel rooms
Office Locations · Headquartered in Los Angeles
· Investment offices in NYC, San Francisco Bay Area, Washington DC Metro Area and Dallas
Strategies · Stabilized Equity
· Value-Add Equity
· Opportunistic Equity
· Debt

432 Park Avenue (New York)

11 Madison Avenue (New York) Dolby Theatre (Hollywood)

1 As of March 31, 2017, Residential units include both c ndo and apartment units. The examples above have been selected to generally illustrate the investment philosophy of CIM Group, and may
future results. Past performance is not a guarantee of

CIM GROUP – RESOURCES & EXPERTISE OF PREMIER INSTITUTIONAL MANAGER CIMC T

CIM GROUP COMPETITIVE ADVANTAGES

Seasoned, Vertically-
Integrated Team
· Full-service investment manager
· Research, investment, acquisition and finance
· Development, leasing and asset management
"Qualified Community"
Methodology
· Sector-agnostic focus
· Market values that are below long-term intrinsic values
· Underserved or improving areas with dedicated resources that should lead to outsized
rent growth
Disciplined
Underwriting
· CIM underwrites prospective investments using multiple scenarios
· Employs current and long-term market growth rates, cap rates and interest rates
· Returns are primarily driven by improved asset and community performance, not cap
rate compression or financial engineering

CMCT Benefits From CIM Group's Large-Scale Platform

Deal sourcing + Capital markets + Operational expertise

CIM GROUP - U.S. QUALIFIED COMMUNITIES

CMCT

CIM COMMERCIAL TRUST (NASDAQ: CMCT)

CMC7 CIM COMMERCIAL TRUST · Primarily Class A and creative urban office REIT with NAV and cash flow per share upside CIM COMMERCIAL · Share Price1 / Market Cap \$15.85 / \$0.9 billion (NASDAQ: CMCT) · NAV per Share / NAV2 \$23.08 / \$1.3 billion · Quality office portfolio in vibrant and improving urban markets including: - San Francisco Bay Area Portfolio Washington, DC - Los Angeles · 19 office properties with 4.0 million rentable square feet3 . Manager of CMCT . Focused on consistently growing NAV and cash flows per share of common stock and providing liquidity to stockholders at prices reflecting NAV and cash flow prospects · \$19.9 billion AUM, \$12.4 billion EUM with 80+ global institutional investors4 CIM Group · 650+ total employees1 - 15 principals including all of its founders1 - 360+ professionals1 · Beneficial owner of 1.1 million shares of CMCT5

1 Aug 1, 2014 (construction 2017 (news) Personal Pala 2012 (cope Alection) Mich on 2012 (contribution Mark Mark (color) ( Mich many Mark Mark ( Mark 2 Mark 2 Mark 2 Mall 2

CMCT - CLASS A AND CREATIVE OFFICE PORTFOLIO IN GATEWAY MARKETS

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CMCT - CLASS A AND CREATIVE OFFICE PORTFOLIO IN GATEWAY MARKETS

AS OF MARCH 31, 2017

Location
NORTHERN CALFORNIA
Sub-Market Square
Footage
% of Total 35
Occupled
8
Leased
Annualized
Cash
Rent (in 000s)
Annualized
Cash
Rent Per
Occupled SF
Oakland, CA
1 Kalser Plaza Lake Meritt 532.543 13.2% 96.2% 96.9% 3 19,789 44 38.61
2101 Webster Street Lake Menitt 473.156 11.8% 98.9% 98.9% 17,901 38.24
1901 Harrison Street Lake Memilt 273,110 6.9% 98.2% 98.2% 8.485 36.14
1333 Broadway City Center 240,051 6.0% 92.9% 92.9% 7,349 32.94
2100 Franklin Street Lake Memitt 216.828 54% 98.9% 98.9% 8,442 39.35
Total Oakland, CA 1,735,688 43.3% 97.1% 97.3% 63,176 37.49
San Francisco, CA
260 Townsend Street Sauth of Market 65.694 1.6% 74.5% 84.8% 3.499 71.45
Total San Francisco, CA 65,694 1.6% 74.5% 84.8% 3,499 71.45
TOTAL NORTHERN CALFORNIA 1,801,382 44.9% 96.3% 96.8% S 66.675 S 38,44
SOUTHERN CALFORNIA
Los Angeles, CA
11620 Wilshire Boulev and West Los Angeles 192858 4.8% 93.5% 98.1% \$ 6,931 \$ 38.43
47.50 Wilshire Boulev ard Mid-Wilshire 143,361 3.6% 100.056 100.0% 3,782 24.38
11600 Wilshire Boulev and West Los Angeles 55,638 1.4% 84.3% 86.1% 2,401 51.22
Lindblade Media Center West Los Angeles 32,428 0.8% 100.0% 100.0% 1,380 42.56
Total Los Angeles, CA 424,286 10.6% 95.0% 97.3% 14,494 36.96
TOTAL SOUTHERN CALFORNIA 424,285 10.6% 95.0% 97.3% S 14,494 S 35.96
EAST
Washington, DC
370 L'Entant Promenadie Southwest 407,321 10.2% 39.1% 66.9% 3 8,882 \$ 55.77
999 N Capitol Street Capital Hill 320,939 8.0% 84.6% 84.6% 12,718 46.83
899 N Capitol Street Capital Hill 314,667 7.8% 74.0% 84.1% 11,669 50.09
800 N Capitol Street Capital Hil 312759 7.8% 76.1% 76.1% 10.716 45.01
830 Ist Street Capital Hill 247,337 6.2% 100.0% 100.095 10.859 43.90
Total Washington, DC 1.603.023 40.0% 71.7% 80.7% 54,844 47.72
TOTAL EAST 1,603,023 40.0% 71.7% 80.7% 5 54,844 5 47.72
SOUTHWEST
Austin, TX
3601 S Congress Avenue South 182,484 4.5% 90.2% 95.7% 5 5,434 S 32.99
TOTAL SOUTHWEST 182,484 4.5% 90.2% 95.7% S 5,434 S 32.99
TOTAL OFFICE PORTFOLIO 4011.174 100.0% 84.1 % 90.4% 141 447 40.96

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CMCT – CLASS A AND CREATIVE OFFICE PORTFOLIO IN GATEWAY MARKETS

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21, 2017 milliad bromont boor ent, When and Childer on the collection of Personal process

CMCT - KEY MARKET: LAKE MERRITT & OAKLAND CBD

CMCT In-Place Rents \$37.49

Class A Asking Rents1 \$52.32

FAVORABLE OFFICE DYNAMICS

  • · Relative Value vs. San Francisco CBD (Class A asking rents):
    • SF \$72.011
    • Lake Merritt \$52.321
  • Limited New Office Supply in Lake Merritt / Oakland CBD: Last major office project completed in 20082
  • Proposition M: San Francisco office development limited to 875,000 square feet per year

AN IMPROVING COMMUNITY

  • Transportation: All six BART lines and every major highway run through Oakland
  • Amenities Base: Oakland emerging as a "cool" place to live and work
  • . Residential Development:
    • 6,200 new units in 2017-2019 (v. ~ 150,000 existing)3
    • Residential Monthly Asking Rents2
      • SF \$2,946
      • Oakland \$2,134 .

CMC

CMCT INVESTMENTS ASSET TYPE SOF OCCUPIED % IN-PLACE
RENTS
1 Kaiser Plaza Office 532,543 96.2% \$38.61
2101 Webster Street Office 473,156 98.9% \$38.24
1901 Harrison Street Office 273,110 98.2% \$36.14
1333 Broadway Office 240,051 92.9% 532.94
2100 Franklin Office 216,828 98.9% 539.35
2 Kaiser Plaza® Land
2353 Webster Street Garage
Total 1,735,688 97.1% \$37.49
  • 1 Source: Cushman & Wakefield Class A office buildings (per square foot).
  • Source: Costar
    Source: Reis.

2 Kater Paring Lot is a 4.642 square for parel of lond curantly being used as suface porting in It develop o bolehop with opprovincely 4.0.00 to 840,000 rentable square feet.

ੱਡ 15

CMCT - HIGH QUALITY & DIVERSE TENANT BASE

CMCT

lengnt Property Credit Rating
(S&P / Moody's / Filch)
Legia
Expiration
(in thousands) Annualized Rent % of Annualized
Rent
Rentable
Square Feet
% of Rentable Square Feet
Kalser Foundation Health Plan, Inc., Kalser Plaza / 2101 Webster Street 14 / - / Pu 2017-2027 18,045 12,856 469,227 11.7%
Department of Education Manous AA+ I Aga / AAA 2023-2026 11,113 7.9% 252,597 6.3%
The District of Columbia 899 N Capilol Street AA/ Aal / AA 2021 9,248 65% 174,203 4.3%
Pandora Media, Inc. 2100 Franklin Street/2101 Websher Street = /=/= 2020 7,155 5.1% 184,875 4.6%
Wels Fargo Bank, N.A. 1901 Harbon Street A/ 12/ H/2 2018-2023 5,124 3.6% 147,520 3.7%
Internal Revenue Service 999 N Capitol Street AA / Aaa / Ma 2021 4,532 3.2% 100,500 2.5%
Farmers Group, Inc. 4750 Wilshine Bookey ard A+1 12 1 = 2019 3,782 2.7% 143,361 3.6%
Neighbarhood Reinvestment Corporation 999 N Capillal Street = / = / = 2023 3.349 2.4% 67.611 1.7%
Federal Martime Commission 800 N Capillal S freel AA+ / Aaa / AAA 2022 3.372 2.4% 66,017 1.6%
Accenture 3701 Entant Promenade/1 Kalser Plaza A+ 8 AJ / A4 2017-2018 2.959 2.1% 55,120 1.4%
Total for Top Ten Tenants 68.719 48.7% 1.661.026 41.4%
Al Other Tenants 72,728 51,35% 1,791,389 44.7%
Vacant - 96 558,759 13.9%
Total for Partiolio 141,447 100.0% 4,011,174 100.0%

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convusioed experise reinbuser in the mail one 2017, as well at 700 3 well at 700 Hollywood Boulevad which is under confort be sold

CMCT - POSITIVE LEASING TRENDS / MANAGEABLE LEASE EXPIRATIONS

Three Months Ended
31-Mar-17 31-Dec-16 30-Sep-16 30-Jun-16 31-Mar-16
AII
Number of Transactions 18 13 8 17 8
Square Footage 76,604 80,995 158,122 171,117 132,734
All - Recurring 4
New Cash Rental Rate® ಕ್ಕೊ 49.32 ್ಕಾ 41.83 ಳಿಗಿ 49.32 A 46.12 A 34.71
Expiring Cash Rental Rate® ക്ക 39.78 \$ 40.74 40 50.42 ్రి 36.94 32.46
Square Footage 67,367 67.932 124.196 164,446 11,185
Cash rent spread % 24% 3% -2% 25% 7%

I Bood on the notes for whot he spoe was ver, north-to-month lease, lease with on sigind tem of less than 12 north, eleted party lease and poce where the previous tenant was a related party.

e contrast prochy box ent, mail bell of the most relies hole copies. Inncluded micities annoited on being and one on one one on op of on one on on one op on on on one on res

Is to b ted e Note: Ecclodes 90 9h Street, 1010 th Steel, 101 2005 College Steel, which were sold in June 2017, as well at 7003 Hollywood Boulevad which is under controct lobe soil.

17

CMCT

CMCT - SAME STORE GROWTH OPPORTUNITY

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2 Relection of nece and Micholen (net 2017) AM Cole Averie, 2017 AM Cole Area Born Sheel, 10 08 Mireel Polding Cor

18

CMCT

CMCT - ATTRACTIVE AND FLEXIBLE BALANCE SHEET

Net Asset Value 1.2 [\$ in thousands, except share and per share amount) [Unaudited] Investments in real estate - at fair value2 \$ 1,863,571 Loans receivable - at fair value3 71,053 Debt2 (821,965) Cash and other assets net of other liabilities2 227,327 Redeemable preferred stock3 (1,064) Noncontrolling interests3 (3,321) Estimated NAV available to common shareholders S 1,335,601 Shares of Common Stock outstanding2 57,866,263 Estimated NAV per share of Common Stock \$ 23.08

(\$ in thousands)

CMCT

(Unaudited)
ಕ್ಕೆ 39.821
13,922
25,899

Pro-forma 1Q'17 NOJ2.3

l Year Your Your "reprim Dickere" op por 3.
P Acchart Our Direction and Properting, Maria Maria (10) 2017 - 12:14 PM (120 - 2017) 2020 - 2020 - 2020 - 2020 - 2020 - 2020 -

S Excludes premiums, discounts declined becured bornwings on government pucchael born .
6 The interest inte \$385 million fern loan has been effectively converted to a fixed r

CMCT - ATTRACTIVE AND FLEXIBLE CAPITAL STRUCTURE - STRONG RETURNS

CMCT - HIGHLY FOCUSED ON VALUE CREATION AND TOTAL RETURN

Active and opportunistic portfolio management to maximize returns to stockholders

2015-2016 Providing Liquidity to Shareholders
· Proceeds from asset sales ~\$210 million
· Proceeds from CMBS refi ~\$80 million
Date
6/2016
9/2016
Liquidity
\$210 million tender offer @ \$21/share
\$80 million repurchase @ \$22/share1
1H'17 Providing Liquidity to Shareholders
· Expect proceeds of ~\$709 from assets already
sold or under contract to be sold
Date
4/2017
6/2017
6/2017
Liquidity
\$0.28 per share special cash dividend2
\$576 million repurchase @ \$22/share
\$1.98 per share special cash dividend2
2H'17 Providing Liquidity to Shareholders
· Evaluating additional asset sales to deliver
value to stockholders
· Considering using a substantial portion of the net
proceeds of such dispositions to provide liquidity to our
common stockholders at prices reflecting our NAV and
cash flow prospects
Provided ~\$871 million of liquidity to stockholders since June 20163

I Share were repurchased in a privately negoliated from a fund managed by on offiliate of Cin Group.
2 Paid special cash dividents

21

CMCT

APPENDIX

CIM GROUP - QUALIFIED COMMUNITY METHODOLOGY

  • · CIM believes that its community gudification process provides it with a significant competitive advantage when making urban real estate investments.
  • · Since 1994, CIM has qualified 105 communities in high barrier-to-entry sub-markets and has invested in 63 of the communities. The qualification process generally takes between 6 months and 5 years and is a crilical component of CIM's investment evaluation.
  • CIM examines the characteristics of a maket to distict justifies the extensive efforts CIM undertakes in reviewing and making potential in its Qualified Communities. The Communities are located in both primary and secondary urban centers, which can encompass (1) transitional urban disticts and growth markets adjacent to Central Business Districts ("CBDs") and/or (2) well-established, thriving urban areas including major CBDs.

QUALIFICATION CRITERIA

Transitional Urban Districts

  • · Improving demographics
  • · Broad public support for CIM's investment approach
  • · Evidence of private investment from other institutional investors
  • Underserved niches in the community's real estate . infrastructure
  • Potential to invest a minimum of \$100 million of . opportunistic equity within five years

Thriving Urban Areas

  • Positive demographic trends .
  • Public support for investment
  • · Opportunities below intrinsic value
  • Potential to invest a minimum of \$100 million of opportunistic . equity within five years

CIM GROUP – RESOURCES & EXPERTISE OF PREMIER INSTITUTIONAL MANAGER CIM GROUP CO-FOUNDERS

Richard Ressler CIM Group Principal, CMCT Chairman of the Board

  • Founder and President of Orchard Capital Corp., a firm that provides consulting and advisory services to companies in which Orchard Capital or its affiliates invest
  • Co-founded CIM Group in 1994 and chairs the firm's Investment and Asset Management Committees
  • Chairman of the board of j2 Global, Inc. (NASDAQ: JCOM) and director of Presbia PLC (NASDAQ: LENS)
  • Served as Chairman and CEO of JCOM from 1997 to 2000
  • Chairman of executive committee and cofounder of predecessor of Orchard First Source Asset Management, an investment adviser focusing on middle market debt investments
  • . Co-founded and served as Vice Chairman of Brooke Group Limited, the predecessor of Vector Group, Limited (NYSE: VGR)
  • . Previously worked at Drexel Burnham Lambert, Inc. and began his career as an attorney with Cravath, Swaine and Moore, LLP
  • · B.A. from Brown University, and J.D. and M.B.A. degrees from Columbia University

Avi Shemesh

CIM Group Principal and CMCT Board Member

  • Co-Founder and a Principal of CIM Group
  • · Responsible for the day-to-day operations of CIM Group, including strategic initiatives, property management, leasing and investor relations
  • Head of CIM's Investments Group and serves on . the firm's Investment and Asset Management Committees
  • Active real asset investor for over 25 years
  • · Previously was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, which developed a variety of commercial and multifamily properties in Los Angeles

Shaul Kuba

CIM Group Principal and CMCT Board Member

  • · Co-Founder and a Principal of CIM Group
  • Responsible for the day-to-day operations of CIM Group, including leading the Development Group and sourcing new investment transactions
  • · Serves on the firm's Investment and Asset Management Committees
  • Active real asset investor for over 25 years
  • Previously was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, which developed a variety of commercial and multifamily properties in Los Angeles

CIM GROUP - RESOURCES & EXPERTISE OF PREMIER INSTITUTIONAL MANAGER CCMCT

MANAGEMEN

Charles Garner

CMCT Chief Executive Officer, CIM Group Principal

  • CEO of CMCT and serves on CIM Group's Investment and Asset Management Committees
  • Prior to joining CIM Group, worked closely with the firm in various capacities since 1996, including originating and managing Federal Realty Investment Trust's partnership with CIM Group
  • Has been involved in billions of dollars of real estate transactions including the acquisition, joint venture investment, disposition and equity and debt financing of more than 100 properties
  • Began career as a C.P.A. at PricewaterhouseCoopers and has held various transactional positions with Federal Realty, Walker & Dunlop and The Stout & Teague Companies
  • B.S. degree in Management from Tulane University's A.B. Freeman School of Business

Jan Salit CMCT President and Secretary

  • Joined CMCT after merger of PMC Commercial Trust
  • Previously was Chairman of the Board, CEO and Secretary of PMC Commercial Trust
  • Prior to CEO role, held Chief Operating Officer and Chief Investment Officer roles with PMC Commercial Trust (joined predecessor firm in 1993)
  • · Prior to joining PMC Commercial Trust, held positions with Glenfed Financial Corporation (and its predecessor company ARMCO Financial Corporation) including Chief Financial Officer

David Thompson

CMCT Chief Financial Officer, CIM Group Principal

  • Prior to joining CIM Group in 2009, spent 15 years with Hilton Hotels Corporation, most recently as Senior Vice President and Controller responsible for worldwide financial reporting, financial planning and analysis, risk management, internal control and technical accounting compliance
  • · Tenure at Hilton included both SEC compliance as a public company and reporting as a private equity portfolio company
  • · Began career as a C.P.A. at Arthur Andersen & Co.

Terry Wachsner

CIM Group Principal, Property Management

  • · Prior to joining CIM Group in 2005, was Director of Asset Services for Continental Development Corporation
  • Prior to Continental, was Executive Managing Director for Kennedy-Wilson Properties, Ltd. where he was responsible for the operations and leasing of a 75 million square foot national portfolio of office, retail, industrial, and apartment properties
  • From 1980 to 1998, headed up Heitman Properties, Ltd. as President of Property Management

CMCT - CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended
March 31,
2017 2016
[In thousands, except per share data]
REVENUES: (Unaudited)
Rental and other property income 5 90,808 3 62.848
Expense reimbursements 3.030 2928
Interest and other income 3,110 2841
66,949 68.617
EXPENSES :
Rental and other property operating 22.960 31.278
Asset management and other fees to related parties 8,700 8.631
Interest 9,773 6.815
General and administrative 1.679 1.942
Transaction costs 13 149
Depreciation and amortization 17,231 18.058
80.356 66873
Gain on sale of real estate 187,734 24,739
INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES 194,327 26,483
Provision for income taxes 392 190
NET INCOME FROM CONTINUING OPERATIONS 193,935 26.293
DISCONTINUED OPERATIONS:
Income from operations of assets held for sale 690
NET INCOME FROM DISCONTINUED OPERATIONS 690
NET INCOME 193,935 26,983
Net income attributable to noncontrolling interests (5) (3)
NET INCOME ATTRIBUTABLE TO THE COMPANY 193.930 26,980
Redeemable preferred stock dividends (31)
NET INCOME A VAILABLE TO COMMON STOCKHOLDERS 193.899 ನ್ 26.980
BASIC AND DILUTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE:
Continuing operations 2.31 5 0.27
Discontinued operations 0.00 0.01
Net income 2.31 0.28
WEGHTED A VERAGE SHARES OF COMMON
STOCK OUTS TANDING:
Basic 84.048 97.662
Diluted 84,048 97,662

EPS is the year-hout not may not be addition the sun of a required method of compuling ESS in the respective price. In addition EPS is coluded independently

CMCT - FUNDS FROM OPERATIONS

March 31.
2017 2016
(in thousands, except per share amounts)
FUNDS FROM OPERATIONS [FFO]
Net income available to common stockholders 5 193,899 3 26,980
Depreciation and amortization 17.231 18,058
Gain on sale of depreciable assets (187,734) (24,739)
FFO AVAILABLE TO COMMON STOCKHOLDERS 23,396 20,299
BASIC AND DILUTED FFO PER SHARE:
Net income available to common stockholders 3 231 0.28
Depreciation and amortization 0.21 0.18
Gain on sale of depreciable assets (2.23) (0.25)
FFO PER SHARE AVAILABLE TO COMMON STOCKHOLDERS 0.28 0.21
WEIGHTED AVERAGE SHARES OF COMMON
STOCK OUTSTANDING:
Basic 84,048 97,662
Diuted 84,048 97.662

We believe the Parland (no copical neour al 'he performan of a RET on the includine in the most contribution, comprime in coacidante with GAAP, acidant of closed no soles of red estate and ted established. We calculate FO in accordance with the standard established by the National Alabishing of Red Estate investment inst (NRED).

its or mint it book on on mana ta marka na masina na canar mini na canar ma ma ma na na na na na na na na na na na na na na na na na na na na na mana na mana na mana na mana

The per share adjustments to nel income availables per stare are calculated independently for ach odjustment and may not be additive den to reveling.

27

CMCT

CMCT - CONSOLIDATED BALANCE SHEETS

March 31, 2017 December 31, 2016
(in thousands)
(Unaudited)
ASSETS
Investments in real estate, net \$ 1,505,492 \$ 1,606,942
Cash and cash equivalents 404,346 144,449
Restricted cash 27,775 32,160
Accounts receivable, net 12,828 13,086
Deferred rent receivable and charges, net 106,744 116,354
Other intangible assets, net 17.199 17,623
Other assets 91,446 92,270
TOTAL ASSETS 2 2,165,830 2 2,022,884
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY
LIABILITIES:
Debt, net \$ 939,334 \$ 867,886
Accounts payable and accrued expenses 33,103 39.155
Intangible liabilities, net 1,426 3,576
Due to related parties 10,097 10.196
Other liabilities 34,837 34,056
Total liabilities 1,018,797 1,054,869
REDEEM ABLE PREFERRED STOCK 3.321 1.426
EQUITY:
Common stock
84 84
Additional paid-in capital 1,566,126 1,566,073
Accumulated other comprehensive income (loss) 1,043 (509)
Distributions in excess of earnings (424,458) (599,971)
Total stockholders' equity 1,142,795 965,677
Noncontrolling interests 917 912
Total equity 1,143,712 866,589
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY 5 2,165,830 2,022,884

CMCT - DEBT SUMMARY1

F MC
As of March 31, 2017 Oustanding Principal
Balance 1.2
Interest Rate Maturity Date
(In thousands, unaudited)
4649 Cole Avenue8 4 23,444 5.39% 03/01/2021
3636 McKinney Avenue® 9.317 5.39% 03/01/2021
3839 McKinney Avenue8 6, 180 5.39% 03/01/2021
4200 Scotland Street 29.019 5.18% 06/05/2021
1 Kaiser Plaza 97,100 4.14% 07/01/2026
2101 Webster Street 83.000 4.14% 07/01/2026
2100 Franklin Street 80,000 4.14% 07/01/2026
1901 Harrison Street 42,500 4.14% 07/01/2026
1333 Broadway 39,500 4.14% 07/01/2026
260 Townsend Street 28,200 4.14% 07/01/2026
7083 Hollywood Boulevard' 21.700 4. 4% 07/01/2026
830 151 Street 46,000 4.50% 01/05/2027
MORTGAGES PAYABLE 505,960 4.33%
Unsecured Credit Facility3 Variable 09/30/20174
Unsecured Term Loan Facility® 385,000 LIBOR + 1.60%。 05/08/2022
Junior Subordinated Notes 27,070 UBOR + 3.25% 03/30/2035
OTHER 412,070
TOTAL DEBT S 918,030

NET OPERATING INCOME RECONCILIATION

CM comecialmed) wolder to collection in spensible come, incone, int'a denta orner not ontine come colo not ocolo corner on the reservicones and ordinatores membres contributi amortization, and other adjustments required by GAAP.

Services in Can Nor of neglio cost lies con libre on more of control no touch of be considered mellerine in com line on considere on mana in com liner in com line conso direlly asocied will wind operlies of the oncel to operiliser in them in occupants on the learling coll, por inn one one in on imedial.
coperal forn icon icon icon colored i

Three Months Ended March 31, 2017
Office Multifamily Hotel Lending Total
(in thousands, unaudited)
Cash Not \$ 32,640 2 2,137 રે 4,071 2 973 3 39.821
Deferred rent and amortization of intrangible assets, liabilities and lease inducements 2,368 4 2,379
Straight line rent, below-market ground lease and amortization of intangible assels (312) (138) 9 (441)
Lease termination income 356 356
Segment Net Operating Income \$ 35,052 2.006 કે 4,075 \$ 982 42.115
Assel management and other fees to related parties (7,856)
Interest expense (9.631)
General and administrative (791)
Transaction costs (13)
Depreciation and amortization (17,231)
Gain on sale of real estate 187,734
Income from continuing operations before provision for income faxes 194,327
Provision for income taxes (392)
Net income 193.935
Net income attributable to noncontrolling interests (5)
Net income attributable to the Company 193,930

IMPORTANT DISCLOSURES

Assets and Equity Under Management

Ases Under Management ("AUM") or Gross AUM, represents (I)(d) for real assets, the agos assets ("GAV") of fair value, including the shares of such asses owned by into e partners and co-investments of all of CIN's chised accounts leach on "Account" or the "Account" or the operating componies, the aggregate GAV less debt, including the shares of such entries and co-investments, of all of the Accounts (not in duplication of the osses decatibed in (i)(q)), plus (i) the oggregate unliments of the Accounts, as of March 3), 2017 ("Report Date"). The GAV is calculated in occardance with U.S. generally accepted accounting pinciples on a fair vale") and generally represents the irvestment's third-party oppraised volue as of the Report Date. or as of Mach 31, 2017, as adjusted further by the restlations and quartely valuation adjustments based upon monagement is estimate of lair vales, in each cose through the Report Date other than as decibed below with respect to CM RET consist of shores in CM Commercial fust Coparation ("CMC"), a publicy traded company, the Book Vallernined by assuming the underling assets of CMCC are liquiated board upon management's estimate of for value. CM does not price of CMCTs publicy-fraded shares to be a meaningtul indication of the lair valve of CM RETS interest in CMCT due to the foct that the public represent less than 3% of the outstanding shares of CMCT and are think-traded.

Equity Under Management ("EUM"), ar Net AUM. represents (1) the Accounts (ss decribed below), pix (i) the oggregate ununded commitments of the Accounts. The NAV of each Account is aggregate omounts that would be distributable (price to incentive te olocation) to such assuming o "hypothetical liquidation" of the Account on the dole of delesting that: (x) investments are sold of their Book Voue (as dellned above); (y) debt are paid and other assets are collected and (i) appropriate and/a alocalins between equily investor are made in accordance with oppicable document, in each case as determined in accordance with applicable accounting guidance.

Net Asset Value

The estimated Nel Assel Vale ("NAV") contained heel is CMC"s gro forma NAV given effect to certain that have not been completed. Accordingly, the NAV contained herein should not be treated as "Applicable NAV" for purposes of CMCT's Series A Pref Stock offering

The deternincilion of estimated NAV involves a number of subjective assumplions, estinates and judgments that may not be accurate or complete. Futher, different lims using different properiic, general rocks, concir and other assmplons, esfinales and judgments cold delive on esiment ball hat could be levels, and other various activities occuring all, 2016 that would have on impact on our estimated NAV, other han he sole of 21 March 2017, 3636 McKinney Avenue and 383 McKiney Avenue, 90 9h Street, 1010 8th Street, 1010 8th Street, 1010 8th Street Pating Garage & Retrill and 20 \$ College Street (sod in Jone 2017), 7083 Holywood Boulevard, 47 E., 34th Street and 420 Scottond Street wrich are under contract to be sold and the private share repurchase in June 207,

The estimated NAV per share of \$23.08 was calculations. LC, relying in part on oppraisals of our real estate investments and the assets of our lending segment. The table on page 19 sels (oth the material in the calculation of our estimated NAV. We engged various third party appraisal lines to perform appraisol of our real estate investment and the segment as of December 31, 2016. These oppraisals were performed in accordance with shordards st forth by the American Institute of Cerfied Public of our appraisals was prepared by personnel who are subject to and in compliance with the code of professional ethics and the standards of prolession programs of the professional oppraisal oppraisal organizations of which they are members.

10-Q 1 cmct0630201710q.htm 10-Q Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-O

(Mark One):

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

to

For the quarterly period ended June 30, 2017

OR

S

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

For the transition period from

Commission File Number 1-13610

CIM COMMERCIAL TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)

17950 Preston Road, Suite 600, Dallas, TX 75252

(Address of principal executive offices)

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES 区 NO □

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

Large accelerated filer □ Accelerated filer □ Non-accelerated filer □
maller reporting company 区 Emerging growth company (Do not check if a
smaller reporting company)

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

75-6446078 (I.R.S. Employer

Identification No.) (972) 349-3200

(Registrant's telephone number)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES □ NO 図

As of August 4, 2017, the Registrant had outstanding 57,875,848 shares of common stock, par value \$0.001 per share.

INDEX

PAGE NO.
PART 1. Financial Information
ltem l. Financial Statements
Consolidated Balance Sheets-June 30, 2017 and December 31, 2016 (Unaudited) 2
Consolidated Statements of Operations-Three and Six Months Ended June 30, 2017 and
2016 (Unaudited)
3
Consolidated Statements of Comprehensive Income-Three and Six Months Ended June 30,
2017 and 2016 (Unaudited)
Consolidated Statements of Equity-Six Months Ended June 30, 2017 and 2016 (Unaudited)
Consolidated Statements of Cash Flows-Six Months Ended June 30, 2017 and 2016
(Unaudited)
6
Notes to Consolidated Financial Statements (Unaudited) 8
Item 2. 38
Item 3. ਟੇਕੇ
ltem 4. Controls and Procedures 54
PART II. Other Information
Item 1. Legal Proceedings ર્સ્ટ
Item 1A. Risk Factors રેરે
ltem 2. Unregistered Sales of Equity Securities and Use of Proceeds રેરે
Item 3. Defaults Upon Senior Securities રેરે
Item 4. Mine Safety Disclosures રેરે
Item 5. Other Information રેરે
ltem 6. Exhibits રેર

PART I Financial Information

Item 1. Financial Statements

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except share and per share data)

June 30, 2017
December 31, 2016
(Unaudited)
ASSETS
Investments in real estate, net સ્ત્ર 1,141,460 સ્ત્ર 1,606,942
Cash and cash equivalents 129,006 144,449
Restricted cash 26,706 32,160
Accounts receivable, net 15,511 13,086
Deferred rent receivable and charges, net 95,369 116,354
Other intangible assets, net 15,610 17,623
Other assets 89,155 92,270
Assets held for sale, net 125,138
TOTAL ASSETS ಲ್ಲಿಕ 1,637,955 ಿ 2,022,884
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY
LIABILITIES:
Debt, net S 846,833 ಲ್ಲಿಕ 967,886
Accounts payable and accrued expenses 42,287 39,155
Intangible liabilities, net 1,138 3,576
Due to related parties 10.005 10,196
Other liabilities 31,275 34,056
Liabilities associated with assets held for sale, net 52,886
Total liabilities 984,424 1,054,869
COMMITMENTS AND CONTINGENCIES (Note 16)
REDEEMABLE PREFERRED STOCK: Series A, \$0.001 par value;
36,000,000 shares authorized; 308,775 and 61,435 shares issued and
outstanding at June 30, 2017 and December 31, 2016, respectively; liquidation
preference of \$25.00 per share
EQUITY:
7,050 1,426
Common stock, \$0.001 par value; 900,000,000 shares authorized; 57,875,848
and 84,048,081 shares issued and outstanding at June 30, 2017 and
December 31, 2016, respectively
28 84
Additional paid-in capital 1,077,151 1,566,073
Accumulated other comprehensive income (loss) 603 (509)
Distributions in excess of earnings (432,220) (599,971)
Total stockholders' equity 645,592 965,677
Noncontrolling interests 889 912
Total equity 646,481 966,589
TOTAL LIABILITIES, REDEEMABLE PREFERED STOCK AND
EQUITY
સ્ત્ર 1,637,955 S 2,022,884

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

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations (In thousands, except per share data)

2017
2016
2017
2016
(Unaudited)
REVENUES:
સ્ત્ર
55,956
ಕಾ
Rental and other property income
61,624
116,765
ಕಾ
124,472
ದಿ
Expense reimbursements
2,526
3,316
5,556
6,244
Interest and other income
2,817
3,420
5,927
6,261
61,299
68,360
128,248
136,977
EXPENSES:
27,249
32,299
Rental and other property operating
50,209
63,577
Asset management and other fees to related parties
7,863
8,376
16,563
17,007
7,295
14,110
Interest
9,513
19,286
1,647
2,131
3,326
4,073
General and administrative
11,628
Transaction costs (Note 16)
11,615
118
267
Depreciation and amortization
18,480
31,992
36,538
14,761
13,100
Impairment of real estate (Note 3)
13,100
146.104
85,748
68,699
135,572
304,017
24,739
Gain on sale of real estate (Note 3)
116,283
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
PROVISION FOR INCOME TAXES
91,834
286,161
26,144
(339)
Provision for income taxes
854
462
471
661
NET INCOME (LOSS) FROM CONTINUING OPERATIONS
91,372
(810)
285,307
25,483
DISCONTINUED OPERATIONS:
Income from operations of assets held for sale (Note 7)
1,668
2,358
NET INCOME FROM DISCONTINUED OPERATIONS
1,668
2,358
NET INCOME
27,841
828
91,372
285,307
(d)
(d)
Net income attributable to noncontrolling interests
(14)
(12)
849
285.293
NET INCOME ATTRIBUTABLE TO THE COMPANY
91,363
27,829
Redeemable preferred stock dividends (Note 11)
(103)
(72)
ಕಾ
ಲ್ಲಿಕ
સ્ત્ર
849
ದಿ
285,190
91,291
27,829
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
BASIC AND DILUTED NET INCOME (LOSS) AVAILABLE TO
COMMON STOCKHOLDERS PER SHARE:
ಕಿತ
S
S
સ્ત્ર
1.16
(0.01)
3.50
0.26
Continuing operations
ಕಾ
ಕಾ
સ્ત્ર
ಕಾ
Discontinued operations
0.02
0.02
ಲ್ಲಾ
ಕಾ
S
સ્ત્ર
1.16
0.01
3.50
0.29
Net income
WEIGHTED AVERAGE SHARES OF COMMON STOCK
OUTSTANDING:
96,683
78,871
81,445
97,173
Basic
78,871
81,445
97,173
Diluted
96,683
Three Months Ended
June 30.
Six Months Ended
June 30,

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

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (In thousands)

Three Months Ended
June 30,
Six Months Ended
June 30,
2017 2016 2017 2016
(Unaudited)
NET INCOME ಕಾ 91,372 S 828 ಳಿ 285,307 ಕಿ 27,841
Other comprehensive income (loss): cash tlow hedges (440) (2,445) 1,112 (10,370)
COMPREHENSIVE INCOME (LOSS) 90,932 (1,587) 286,419 17.471
Comprehensive income attributable to noncontrolling interests (9) (d) (14) (12)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE
COMPANY
90.923 ക്ക (1,596) \$ 286,405 ಕಾ 17.459

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

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Consolidated Statements of Equity (In thousands, except share and per share data)

Six Months Ended June 30, 2017
Common
Stock
Outstanding
Common
Stock
Par Value
Accumulated
Other
Comprehensive
Income (Loss)
Distributions
in Excess of
Earnings
Noncontrolling
Interests
Total
Equity
(Unaudited)
Balances, December 31, 2016
Distributions to noncontrolling
84,048,081 S
84
\$ 1,566,073 S
(209)
ಕೆ
(599,971)
ಳಿ
912
966,589
ಳಿ
interests (37) (37)
Stock-based compensation expense 9,585 78 78
Share repurchase (26,181,818) (26) (489,027) (86,947) (576,000)
Special cash dividends paid to
certain common stockholders
(\$2.26 per share) (Note 12)
(4,872) (4,872)
Common dividends (\$0.34375 per
share)
(25,620) (25,620)
Issuance of Warrants 27 27
Dividends to holders of Series A
Preferred Stock (\$0.6875 per
share)
(103) (103)
Other comprehensive income (loss) 1,112 1,112
Net income 285,293 14 285,307
Balances, June 30, 2017 57,875,848 સ્ત્ર
રેજ
\$ 1,077,151 S
603
ಲಿತ
(432,220)
S
889
646,481
A
Six Months Ended June 30, 2016
Common
Stock
Outstanding
Common
Stock
Par Value
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Distributions
in Excess of
Earnings
Noncontrolling
Interests
Total
Equity
(Unaudited)
Balances, December 31, 2015 97,589,598 S 98 \$ 1,820,451 (2,519) ಕೆ (521,620) 937 \$1,297,347
Distributions to noncontrolling
interests
(36) (36)
Stock-based compensation expense 10,176 ર્ણ રે ર્ણ્ટ
Issuance of shares pursuant to
employment agreements
76,423
Share repurchase (10,000,000) (10) (186,781) (23,541) (210,332)
Common dividends (\$0.4375 per
share)
(40,544) (40,544)
Other comprehensive income (loss) (10,370) (10,370)
Net income 27,829 12 27,841
Balances, June 30, 2016 87,676,197 S 88 \$ 1,633,735 S (12,889) S (557,876) S 913 \$1,063,971

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

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands)

2017 2016
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
S
Net income
285,307
S
27,841
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred rent and amortization of intangible assets, liabilities and lease inducements
(2,662)
(2,637)
31,992
Depreciation and amortization
36,538
Transfer of right to collect supplemental real estate tax reimbursements
(5,097)
Gain on sale of real estate
(304,017)
(24,739)
Impairment of real estate
13,100
Straight line rent, below-market ground lease and amortization of intangible assets
881
885
Amortization of deferred loan costs
808
1,967
Amortization of premiums and discounts on debt
(458)
(543)
Unrealized premium adjustment
722
835
Amortization and accretion on loans receivable, net
140
(419)
Bad debt expense (recovery)
187
(60)
Deferred income taxes
459
76
Stock-based compensation ર્ણ્ટ
78
(17,906)
Loans funded, held for sale to secondary market
(22,105)
Proceeds from sale of guaranteed loans
16,737
21,579
Principal collected on loans subject to secured borrowings
4,935
1,883
Other operating activity
(441)
1,020
Changes in operating assets and liabilities:
Accounts receivable and interest receivable
(2,682)
(1,574)
Other assets
(1,653)
(1,107)
Accounts payable and accrued expenses
5,631
(1,779)
Deferred leasing costs
(2,557)
(6,532)
Other liabilities
(1,748)
2,063
Due to related parties 4
301
Net cash provided by operating activities
21,760
33,558
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to investments in real estate
(9,915)
(18,121)
642,886
Proceeds from sale of real estate property, net
42,782
Loans funded
(5,969)
(27,871)
Principal collected on loans
5,496
26,164
Restricted cash
5,403
(76,956)
Other investing activity 67
1,042
Net cash provided by (used in) investing activities
637,968
(52,960)

(Continued)

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Continued) (In thousands)

Six Months Ended
June 30,
2017 2016
(Unaudited)
CASH FLOWS FROM FINANCING ACTIVITIES:
(Payment of) proceeds from mortgages payable (65,569) 309,170
Payment of unsecured revolving lines of credit, revolving credit facilities and term notes (107,000)
Payment of principal on secured borrowings (4,935) (11,965)
Proceeds from secured borrowings 9,956
Payment of deferred preferred stock offering costs (862) (362)
Payment of deferred loan costs (4) (1,076)
Payment of common dividends (25,620) (40,544)
Payment of special cash dividends (4,872)
Repurchase of Common Stock (576,000) (210,060)
Net proceeds from issuance of Warrants 27
Net proceeds from issuance of Series A Preferred Stock 5,645
Payment of preferred stock dividends (40)
Noncontrolling interests' distributions (37) (36)
Net cash used in financing activities (672,267) (51,917)
Change in cash balances included in assets held for sale (2,904) (14,265)
NET DECREASE IN CASH AND CASH EQUIVALENTS (15,443) (85,584)
CASH AND CASH EQUIVALENTS:
Beginning of period 144,449 139,101
End of period S 129,006 S 53,517
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest S 19,303 સ્ત્ર 13,717
Federal income taxes paid S 259 સ્ત્ર રે0
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Additions to investments in real estate included in accounts payable and accrued expenses S 6,883 S 9,392
Net increase (decrease) in fair value of derivatives applied to other comprehensive income (loss) S 1,112 ಕೆ (10,370)
Reduction of loans receivable and secured borrowings due to the SBA's repurchase of the guaranteed portion of a loan S 534 S 2,663
Additions to deferred loan costs included in accounts payable and accrued expenses S ક્તિ 626
Expenses related to repurchase of common stock included in accounts payable and accrued expenses S ಕಿತ 272
Proceeds receivable from closed mortgage loans included in other assets S ಕಿ 80,687
Additions to preferred stock offering costs included in accounts payable and accrued expenses S 1,387 984
Accrual of dividends payable to preferred stockholders S 72 S
Preferred stock offering costs offset against redeemable preferred stock S 21

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

Notes to Consolidated Financial Statements as of June 30, 2017 and December 31, 2016, and for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)

1. ORGANIZATION AND OPERATIONS

CIM Commercial Trust Corporation ("CIM Commercial" or the "Company"), a Maryland corporation and real estate investment trust ("REIT"), or together with its wholly-owned subsidiaries ("we," "our") primarily invests in, owns, and operates Class A and creative office investments in vibrant and improving urban communities throughout the United States. These communities are located in areas that include traditional downtown main streets, which have high barriers to entry, high population density, improving demographic trends and a propensity for growth. We were originally organized in 1993 as PMC Commercial Trust ("PMC Commercial"), a Texas real estate investment trust.

On July 8, 2013, PMC Commercial entered into a merger agreement (the "Merger Agreement") with CIM Urban REIT, LLC ("CIM REIT"), an affiliate of CIM Group" or "CIM"), and subsidiaries of the respective parties. CIM REIT was a private commercial REIT and was the owner of CIM Urban "). The transaction (the "Merger") was completed on March 11, 2014 (the "Acquisition Date"). As a result of the Merger and related transactions, CIM Urban became our wholly-owned subsidiary.

Our common stock, \$0.001 par value per share ("Common Stock"), is currently traded on the NASDAQ Global Market under the ticker symbol "CMCT." We have authorized for issuance 900,000,000 shares of Common Stock and 100,000,000 shares of preferred stock.

CIM Commercial has qualified and intends to continue to qualify as a REIT, as defined in the Internal Revenue Code of 1986, as amended.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For more information regarding our significant accounting policies and estimates, please refer to "Basis of Presentation and Summary of Significant Accounting Policies" contained in Note 3 to our consolidated financial statements for the year ended December 31, 2016, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 16, 2017.

Interim Financial Information-The accompanying interim consolidated financial statements of CIM Commercial have been prepared by our management in accounting principles generally accepted in the United States of America ("GAAP"). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accompanying financial information reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Operating results for the three and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. Our accompanying interim consolidated financial statements should be read in conjunction with our audited financial statements and the notes thereto, included in our Annual Report on Form 10-K filed with the SEC on March 16, 2017.

Principles of Consolidation—The consolidated financial statements include the accounts of CIM Commercial and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Investments in Real Estate-Real estate acquisitions are recorded at cost as of the acquisition date. Costs related to the acquisition of properties are expensed as incurred. Investments in real estated at depreciated cost. Depreciation and amortization are recorded on a straight line basis over the estimated useful lives as follows:

Buildings and improvements Furniture, fixtures, and equipment Tenant improvements

15 - 40 years 3 - 5 years Shorter of the useful lives or the terms of the related leases

Improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. Ordinary repairs and maintenance are expensed as incurred.

Notes to Consolidated Financial Statements as of June 30, 2017 and December 31, 2016, and for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)

Investments in real estate are evaluated for impairment on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverability of assets to be held and used is measured by a comparison of the carrying amount to the future net cash flows, undiscounted and without interest, expected to be generated by the asset. If such assets are considered to be impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the estimated fair value of the asset group identified for step two of the impairment testing under GAAP is based on either the income approach with market discount rate, terminal capitalization rate and rental rate assumptions being most critical, or on the sales comparison approach to similar properties. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. We recognized impairment of long-lived assets of \$13,100,000 and \$0 during the three months ended June 30, 2017 and 2016, respectively, and \$13,100,000 and \$0 during the six months ended June 30, 2017 and 2016, respectively (Note 3).

Derivative Financial Instruments-As part of our risk management and operational strategies, from time to time, we may enter into derivative contracts with various counterparties. All derivatives are recognized on the balance sheet at their estimated fair value. On the date that we enter into a derivative contract, we designative as a fair value hedge, a cash flow hedge, a foreign currency fair value or cash flow hedge, a hedge of a net investment in a foreign or a trading or non-hedging instrument.

Changes in the estimated fair value of a derivative that is designated and that is designated and qualifies as a cash flow hedge, to the extent that the hedge is effective, are initially recorded in other comprehensive income ("OCI"), and are subsequently reclassified into earnings as a component of interest expense when the variability of cash flows of the hedged transaction affects earnings (e.g., when periodic settlements of a variable-rate asset or liability are recorded in earnings). Any hedge ineffectiveness (which represents the amount by which the changes in the estimated fair value of the drom the variability in the cash flows of the forecasted transaction) is recognized in current-period earnings as a component of interest expense. When an interest rate swap designated as a cash flow hedge no longer qualifies for hedge accounting, we recognize changes in estimated fair value of the hedge previously deferred to accumulated other comprehensive income ("AOC"), along with any changes in estimated fair value occurring thereafter, through earnings. We classify cash flows from interest rate swap agreements as net cash provided from operating activities on the consolidated statements of cash flows as our accounting policy is to present the cash flows from the hedging instruments in the same category in the consolidated statements of cash flows as the category for the cash flows from the hedged items. See Note our derivative financial instruments and hedging activities.

Loans Receivable-Our loans receivable in other assets are carried at their unamortized principal balance less unamortized acquisition discounts and premiums, retained loan loss reserves. For loans originated under the Small Business Administration's ("SBA") 7(a) Guaranteed Loan Program ("SBA 7(a) Program"), we sell the loan that is guaranteed by the SBA. Upon sale of the SBA guaranteed portion of the loans, which are accounted for as sales, the unguaranteed portion of the loan retained by us is value basis and a discount (the "Retained Loan Discount") is recorded as a reduction in basis of the retained portion of the loan.

At the Acquisition Date, the carrying value of our loans was adjusted to estimated fair market value and acquisition discounts of \$33,907,000 were recorded, which are being accreted to interest and other income using the est method. We sold substantially all of our commercial mortgage loans with unamortized acquisition discounts of \$15,951,000 to an unrelated third party in December 2015 (Note 7). Acquisition discounts of \$1,563,000 remained as of June 30, 2017 which have not yet been accreted to income.

A loan receivable is generally classified as non-accrual Loan") if (i) it is past due as to payment of principal or interest for a period of 60 days or more, (ii) any portion of the loan is classified as doubtful or is charged-off or (iii) the repayment in full of the principal and/or interest is in doubt. Generally, loans are charged-off when management determines that we will be unable to collect any remaining amounts due under the through liquidation of collateral or other means. Interest income, included in interest and other income or discontinued operations, on a Non-Accrual Loan is recognized on either the cash basis or the cost recovery basis.

On a quarterly basis, and more frequently if indicators exist, we evaluate the collectability of our loans receivable. Our evaluation of collectability involves judgment, estimates, and a review of the borrower to make principal and interest payments, the underlying collateral and the borrowers' business models and future operations in accordance with Accounting Standards Codification ("ASC") 450-20, Contingencies, and ASC 310-10, Receivables. For the three and six

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Document

months ended June 30, 2017, we recorded a net impairment of \$0 and \$12,000 on our loans receivable, respectively. For three and six months ended June 30, 2016, we recorded a net impairment (recovery) of \$7,000 and

Notes to Consolidated Financial Statements as of June 30, 2017 and December 31, 2016, and for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)

\$(236,000) on our loans receivable, respectively. We establish a general loan loss reserve when available information indicates that it is probable a loss has occurred based on the carrying value of the portfolio and the amount of the loss can be reasonably estimated. Significant judgment is required in determining the general loan loss reserve, including estimates of the likelihood of default and the estimated fair value of the collateral. The general loan loss reserve includes those loans, which may have negative characteristics which have not yet become known to us. In addition to the reserves established on loans not considered impaired that have been evaluated under a specific evaluation, we establish the general loan loss reserve using a consistent methodology to determine a loss percentage to be applied to loances. These loss percentages are based on many factors, primarily cumulative and recent loss history and general economic conditions.

Deferred Rent Receivable and Charges-Deferred rent receivable and charges consist of deferred rent, deferred leasing costs, deferred offering costs (Note 11) and other deferred costs. Deferred rent receivable is \$56,406,000 at June 30, 2017 and December 31, 2016, respectively. Deferred leasing costs, which represent lease commissions and other direct costs associated with the acquisition of tenants, are capitalized and amortized on a straight-line basis over the telated leases. Deferred leasing costs of \$60.116,000 are presented net of accumulated amortization of \$25,38,000 and \$25,914,000 at June 30, 2017 and December 31, 2016, respectively. Deferred offering costs represent direct costs incurred in connection with our offering of Units (as defined in Note 11), excluding costs specifically identifiable to a closing, such as commissions, dealer-manager fees, and other registration fees. For a specific issuance of Units, associated offering costs are reclassified as a reduction of proceeds raised on the issuance date. Offering costs incurred but not directly related to a specifically identifiable closing are defering costs are first allocated to each issuance on a pro-rata basis equal to the ratio of Units issued in an issuance to the maximum number of Units that are expected to be issued. Then, the deferred offering costs allocated to such issuance are further allocated to the Series A Preferred in Note 11) and Warrants (as defined in Note 11) issued in such issuance based on the relative fair value of the instruments on the date of issuance. The defering costs allocated to the Series A Preferred Stock and Warrants are reductions to temporary equity and permanent equity, respectively, Deferred offering costs of \$2,771,000 and \$2,060,000 related to our offering of Units are included in deferred rent receivable and charges at June 30, 2017 and December 31, 2016, respectively. Other deferred costs are \$1,414,000 and \$135,000 at June 30, 2017 and December 31, 2016, respectively.

Redeemable Preferred Stock-Beginning on the date of original issuance of any given shares of Series A Preferred Stock (Note 11), the holder of such shares will have the right to require the Company to redeem such shares at a redemption price of 100% of the Stated Value (as defined in Note 11), plus acrued and unpaid dividends, subject to the payment of a redemption fee until the fifth anniversary of such issuance. From and after the fifth anniversary of the original issuance, the holder will have the right to require the Company to redeem such shares at a redemption price of 100% of the Stated Value, plus accrued and unpaid dividends, without a redemption fee, and the Company will have the obligation) to redeem such shares at 100% of the Stated Value, plus accrued and unpaid dividends. The applicable redemption price payable upon redemption of any Series A Preferred Stock will be in cash or, on or after the first anniversary of such shares of Series A Preferred Stock to be redeemed, in the Company's sole discretion, in cash or in equal value through the issuance of Common Stock, based on the volume weighted average price of our Common Stock for the redemption. Since a holder of Series A Preferred Stock has the right to request redemptions prior to the first anniversary are to be paid in cash, we have recorded the activity related to our Series A Preferred Stock in temporary equity. We recorded the activity related to our Warrants (Note 11) in permanent equity. On the first anniversary of the date of a particular share of Series A Preferred Stock, we intend to reclassify such share of Series A Preferred Stock from temporary equity to permanent equity because the feature giving rise to temporary equity classification, the requirement to satisfy redemption requests in cash, lapses on the first anniversary date. Proceeds and expenses from the sale of the Series A Preferred Stock and Warrants using their relative fair values on the date of issuance.

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

Restricted Cash-Our mortgage loan and hotel management agreements provide for depositing cash into restricted accounts reserved for property taxes, insurance, capital expenditures, free rent, tenant improvement and leasing commission obligations. Restricted cash also includes cash required to be segregated in connection with certain of our loans receivable.

Assets Held for Sale and Discontinued Operations-In the ordinary course of business, we may periodically enter into agreements relating to dispositions of investments. Some of these agreements are non-binding because either they do not obligate either party to pursue any transaction of a definitive agreement or they provide the potential buyer with the ability to terminate without penalty or forfeiture of any material deposit, subject to certain specified contingencies,

Notes to Consolidated Financial Statements as of June 30, 2017 and December 31, 2016, and for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)

such as completion of due diligence at the discretion of such buyer. We do not classify assets that are subject to such non-binding agreements as held for sale.

We classify assets as held for sale, if material, when they meet the necessary criteria, which include: a) management commits to and actively embarks upon a plan to sell the assets, b) the assets to be sold are available for immediate sale in their present condition, c) the sale is expected to be completed within one year under terms usual and customary for such sales and d) actions required to complete that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. We generally believe that we meet these criteria when for sale has been approved by our board of directors (the "Board of Directors"), there are no known significant contingencies related to the sale is is probable that the sale will be completed within one year.

Assets held for sale are recorded at the lower of cost or estimated fair value less cost to sell. In addition, if we were to determine that the asset disposal associated with assets held for sale or disposed of represents a strategic shift, the revenues, expenses and net gain (loss) on dispositions would be recorded in discontinued operations for all periods presented through the date of the applicable disposition.

We have assessed the sale of three of our multifamily properties to sell two multifamily properties (Note 3) in accordance with ASC 205-20, Discontinued Operations. In our assessment, we considered, among other factors, the materiality of the revenue, net operating income, and total assets of our multifamily segment during the three and six months ended June 30, 2017 and for the years ended December 31, 2016 and 2015. Based on our qualitative assessment, we concluded the disposals do not represent a strategic shift that will have a major effect on our operations and they should not be classified as discontinued operations in our consolidated financial statements.

Consolidation Considerations for Our Investments in Real Estate-ASC 810-10, Consolidation, addresses how a business enterprise should evaluate whether it has a controlling interest in an entity through means other that would require the entity to be consolidated. We analyze our investments in real estate in accordance with this accounting standard to determine whether they are variable interest entities, and if so, whether we are the primary beneficiary. Our judgment with respect to our level of influence or control over an entity and whether we are the primary of a variable interest entity involves consideration of various factors, including the form of our ownership interest, the size of our investment (including loans), and our ability to participate in major policy-making decisions. Our ability to correctly assess our influence or control over an entity affects the presentation of these investments in our consolidated financial statements.

Use of Estimates—The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assess and liabilities at the date of the consolidated financial statements, and the reported and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications-Certain prior period amounts have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported net income or cash flows.

Recently Issued Accounting Pronouncements—In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which is designed to improve the recognition and measurement of financial instruments through to existing GAAP. The ASU requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price; and (v) assess a valuation allowance on deferred to unrealized losses of available-for-sale debt securities in combination with other deferred tax assets. In addition, the ASU provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. The ASU also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. For public business entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption by public entities to financial statements that have not yet been issued is permitted only for the provision related to instrument-specific credit risk. We are currently in the process of evaluating the impact of adoption of this new accounting guidance on our consolidated financial statements.

Notes to Consolidated Financial Statements as of June 30, 2017 and December 31, 2016, and for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which is intended to improve financial reporting about leasing transactions. Under the new guidance, a lessee will be required to recognize assess and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lesse primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires a lessee to recognize only capital leases on the balance sheet, the new ASU will require a lessee to recognize both types of leases on the balance sheet. The lessor accounting will remain largely unchanged from current GAAP. However, the ASU contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods) beginning after December 15, 2018. We are currently in the process of evaluating the impact of adoption of this new accounting guidance on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for share-based payment transactions, including accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfertures, minimum statutory tax withholding requirements, and classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes. In addition, the ASU eliminates certain guidance in ASC 718, which was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised Payment. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is permitted and an entity that elects early adoption must adopt all of the amendments in the same period. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments to extend credit held by a reporting entity. The amendments in the ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable inform credit loss estimates. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2019. Early adoption is permitted for annual reporting periods (including interim reporting periods) beginning after December 15, 2018. We are currently in the process of evaluating the impact of adoption of this new accounting guidance on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on how certain cash payments are to be presented and classified in the statement of cash flows. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is permitted. We are currently in the process of evaluating the impact of adoption of this new accounting guidance on our consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that a statement of cash flows explain the change during the period in the total cash equivalents, and amounts generally described as restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash equivalents when reconciling the beginning-of-period and endof-period total amounts shown on the statement of cash flows. The amendments in this update do not provide a definition of restricted cash or restricted cash equivalents. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is permitted. We are currently in the process of evaluating the impact of adoption of this new accounting guidance on our consolidated financial statements.

In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which make certain technical corrections and improvements to ASU 2014-09. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods) beginning after December 15, 2017. Early adoption is permitted for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

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Notes to Consolidated Financial Statements as of June 30, 2017 and December 31, 2016, and for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business, which narrows the definition of a business and provides a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset or a business. For public entities, the ASU is effective for annual reporting periods (including interim periods) within those periods) beginning after December 15, 2017. Early adoption is permitted under certain circumstances as outlined in the ASU. We are currently in the impact of adoption of this new accounting guidance on our consolidated financial statements.

3. ACQUISITIONS AND DISPOSITIONS

The fair value of real estate acquired to the acquired tangible assets, consisting primarily of land, land improvements, building and improvements, tenant improvements, and equipment, and identified intangible assets and liabilities, consisting of the value of acquired above-market leases, in-place leases and ground leases, if any, based in each case on their respective fair values. Loan premiums, in the case of above-market rate loans, or loan discounts, in the case of below-market rate loans, are recorded based on the fair value of any loans assumed in connection with acquiring the real estate.

There were no acquisitions during the six months ended June 30, 2017.

On March 28, 2017, we sold a 100% fee-simple interest in 211 Main Street located in San Francisco, California to an unrelated third party. Transaction costs expensed in connection with this sale totaled \$2,943,000 and included a prepayment penalty of \$1,508,000 incurred in connection with the prepayment of the property's mortgage (Note 8).

On May 30, 2017, we sold a 100% fee-simple interest in 3636 McKinney Avenue and 3839 McKinney Avenue, both located in Dallas, Texas, to an unrelated third party. Transaction with these sales totaled \$2,258,000 and included prepayment penalties of \$1,901,000 incurred in connection with the properties' mortgages (Note 8).

On June 8, 2017, we sold a 100% fee-simple interest in 200 S College Street located in Charlotte, North Carolina to an unrelated third party. Transaction costs expensed in connection with this sale totaled \$833,000.

On June 20, 2017, we sold a 100% fee-simple interest in 980 9th Street, both located in Sacramento, California, to an unrelated third party. Transaction costs expensed in connection with these sales totaled \$952,000.

On June 23, 2017, we sold a 100% fee-simple interest in 4649 Cole Avenue located in Dallas, Texas to an unrelated third party. Transaction costs expensed in connection with this sale totaled \$3,311,000 and included a prepayment penalty of \$2,812,000 incurred in connection with the prepayment of the property's mortgage (Note 8).

The results of operations of the aforementioned properties have been included in the consolidated statements of operations through their respective disposition dates.

Property Asset
Type
Date of Sale Square Feet /
Units
Sales
Price
Gain on
Sale
(in thousands)
211 Main Street, San Francisco, CA Office March 28, 2017 417,266 292,882 S 187,734
3636 McKinney Avenue, Dallas, TX Multifamily May 30, 2017 103 સ્ત્ર 20,000 S 5,488
3839 McKinney Avenue, Dallas, TX Multifamily May 30, 2017 75 ನಾ 14,100 S 4,224
200 S College Street, Charlotte, NC Office June 8, 2017 567,865 ನಾ 148.500 S 45,906
980 9th Street and 1010 8th Street,
Sacramento, CA
Office & Parking
Garage
June 20, 2017 485,926 ಕಾ 120,500 ಕಾ 34,829
4649 Cole Avenue, Dallas, TX Multifamily June 23, 2017 334 64,000 ಿತ 25,836

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of June 30, 2017 and December 31, 2016, and for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)

The following is the detail of the carrying amount of assets and liabilities at the time of the properties in 2017:

(in thousands)
Assets
Investments in real estate, net સ્ત્ર 319,078
Deferred rent receivable and charges, net 22,089
Other intangible assets, net 129
Other assets 38
Total assets 341,334
Liabilities
Debt, net (1) ಕಾ 64,777
Intangible liabilities, net 1,800
Total liabilities 66.577

(1)

There were no acquisitions during the six months ended June 30, 2016.

On February 2, 2016, we sold a 100% fee-simple interest in the Courtyard Oakland, California to an unrelated third party. The results of operations of this hotel have been included in the consolidated statement of operations through the date of disposition.

Asset Sales Gain on
Property Type Date of Sale Rooms Price Sale
(in thousands)
Courtvard Oakland. Oakland. CA Hotel February 2, 2016 162 \$ \$ 43.800 \$ \$ \$ 24.739

We have entered into three purchase and sale agreements, each as a separate transaction with unrelated third parties, for the sale of an office property located at 7083 Hollywood Boulevard in Los Angeles, California; a multifamily property located at 4200 Scotland Street in Houston, Texas; and a multifamily property located at 47 E 34th Street in New York. The aggregate contract sales price for these properties is \$186,325,000. In connection with these dispositions, \$50,568,000 of the outstanding mortgages payable at June 30, 2017 will be repaid or assumed by the buyer. We expect the closing of these sales transactions to occur during the second half of 2017. These purchase and sale agreements were entered into and became subject to non-refundable deposits on or prior to June 30, 2017. Therefore, these properties have been classified as held for sale as of June 30, 2017.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of June 30, 2017 and December 31, 2016, and for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)

The following is the detail of the carrying amounts of assets and liabilities of the properties that are classified as held for sale on our consolidated balance sheet as of June 30, 2017:

(in thousands)
Assets
Investments in real estate, net (1) સ્ત્રે 118,221
Cash and cash equivalents 2,904
Restricted cash રી
Accounts receivable, net 251
Deferred rent receivable and charges, net 1,865
Other intangible assets, net (2) 1,124
Other assets 722
Total assets held for sale, net ಕಿ 125,138
Liabilities
Debt, net (3) સ્ત્ર 50,230
Accounts payable and accrued expenses 1,402
Due to related parties ો તેર
Other liabilities 1,059
Total liabilities associated with assets held for sale, net ਦਰ 52,886

(1) Investments in real estate of \$136,153,000 are presented net of accumulated depreciation of \$17,932,000.

(2) presented net of accumulated amortization of \$3,149,000.

(3) \$21,700,000 and \$28,868,000, respectively. Debt is presented net of \$524,000 and the accumulated amortization of \$186,000.

In August 2017, we negotiated an agreement with an unrelated third party for the sale of an office property. We expect the sale to close during the second half of 2017. The purchase and sale agreement has not yet been finalized and is not subject to a non-refundable deposit. Therefore, the property has not been classified as held for sale as of June 30, 2017 as not all the held for sale criteria had been met at such time. We determined the book value of this property exceeded its estimated fair value less costs to sell, and as such, an impairment charge of \$13,100,000 was recognized as of June 30, 2017. Our determination of fair value was based on negotiations with the third party buyer.

Notes to Consolidated Financial Statements as of June 30, 2017 and December 31, 2016, and for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)

4. INVESTMENTS IN REAL ESTATE

Investments in real estate consist of the following:

June 30, 2017 December 31, 2016
(in thousands)
Land સ્ત્ર 244,072 ಕೆ 343,564
Land improvements 17,746 26.177
Buildings and improvements 1,064,191 1,475,415
Furniture, fixtures, and equipment 3.525 4.955
Tenant improvements 130,481 159,677
Work in progress 9,528 11,706
Investments in real estate 1,469,543 2,021,494
Accumulated depreciation (328,083) (414,552)
Net investments in real estate S 1,141,460 S 1,606,942

We recorded depreciation expense of \$12,670,000 for the three months ended June 30, 2017 and 2016, respectively, and \$27,354,000 and \$31,703,000 for the six months ended June 30, 2017 and 2016, respectively.

5. OTHER INTANGIBLE ASSETS

A schedule of our intangible assets and liabilities and related accumulated amortization as of June 30, 2017 and December 31, 2016 is as follows:

Assets
June 30, 2017 Acquired
In-Place
Leases
Acquired
Below-
Market
Ground
Lease
Trade Name
and License
Acquired
Below-
Market
Leases
(in thousands)
Gross balance S 10.181 ಕಾ 11,685 ಕಾ 2,957 ಕೆ (5,722)
Accumulated amortization (7,581) (1,632) 4,584
2,600 10,053 2,957 (1,138)
Average useful life (in years) 10 84 Indefinite

Notes to Consolidated Financial Statements as of June 30, 2017 and December 31, 2016, and for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)

Assets Liabilities
December 31, 2016 Acquired
Above-
Market
Leases
Acquired
In-Place
Leases
Tax
Abatement
(1)
Acquired
Below-
Market
Ground
Lease
Trade Name
and License
Acquired
Below-
Market
Leases
(in thousands)
Gross balance S ર્ડ ર S 11,551 e 4,273 ಕಿ 11,685 ക്ക 2,957 સ્ત્ર (18,893)
Accumulated amortization (180) (8,443) (2,873) (1,562) 15,317
ડેરે S 3,108 S 1,400 ಕಾ 10.123 e 2,957 D (3,576)
Average useful life (in years) 8 10 8 84 Indefinite 8

(1) June 30, 2017 (Note 3).

The amortization of the acquired above-market leases which decreased rental and other property income was \$0 and \$26,000 for the three months ended June 30, 2017 and 2016, respectively, and \$64,000 for the six months ended June 30, 2017 and 2016, respectively. The acquired in-place leases included in depreciation and amortization expense was \$195,000 and \$368,000 for the three months ended June 30, 2017 and 2016, respectively, and \$411,000 and \$748,000 for the six months ended June 30, 2017 and 2016, respectively. Included in depreciation expense was franchise affiliation fee amortization of \$0 and \$0 for the three months ended June 30, 2017 and 2016, respectively, and \$3,000 for the six months ended June 30, 2017 and 2016, respectively. Tax abatement amortization of \$138,000 for each of the three months ended June 30, 2017 and 2016, and \$276,000 for each of the six months ended June 30, 2017 and 2016 was included in rental and other property operating expenses. The acquired below-market ground lease of \$35,000 for each of the three months ended June 30, 2017 and 2016, and \$70,000 for each of the six months ended June 30, 2017 and 2016 was included in rental and other property operating expenses. The acquired below-market leases included in rental and other property income was \$219,000 and \$631,000 for three months ended June 30, 2017 and 2016, respectively, and \$638,000 and \$1,262,000 for the six months ended June 30, 2017 and 2016, respectively.

A schedule of future amortization and accretion of acquisition related intangible assets and liabilities as of June 30, 2017, is as follows:

Assets Liabilities
Years Ending December 31, Acquired
In-Place
Leases
Acquired
Below-Market
Ground Lease
Acquired
Below-Market
Leases
(in thousands)
2017 (Six months ending December 31, 2017) ತಿ 373 ਦਰ 70 (428)
2018 723 140 (210)
2019 464 140 (200)
2020 207 140
2021 207 140
Thereafter 626 9,423
S 2,600 ಕಾ 10,053 ಕಾ (1,138)

Notes to Consolidated Financial Statements as of June 30, 2017 and December 31, 2016, and for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)

6. OTHER ASSETS

Other assets consist of the following:

June 30, 2017 December 31, 2016
(in thousands)
SBA 7(a) loans, subject to credit risk S 46,276 43.623
ಕೆ
SBA 7(a) loans, subject to secured borrowings 24,162 29,524
Other assets 18.717 19,123
S 89.155 92,270
A

SBA 7(a) Loans, Subject to Credit Risk-Represents the non-government guaranteed retained portion of loans originated under the SBA 7(a) Program and the government guaranteed portion of loans that have not yet been fully funded or sold.

SBA 7(a) Loans, Subject to Secured Borrowings-Represents the government guaranteed portion of loans which were sold with the proceeds received from the sale reflected as secured borrowings-government guaranteed loans. There is no credit risk associated with these loans since the SBA has guaranteed payment of the principal.

At June 30, 2017 and December 31, 2016, 99.5% and 99.7%, respectively, of our loans subject to credit risk were current with the remainder (\$236,000 and \$249,000, respectively) greater than 29 days delinquent. We classify loans with negative characteristics in substandard categories ranging from special mention to doubtful. At June 30, 2017 and December 31, 2016, \$593,000 and \$804,000, respectively, of loans subject to credit risk were classified in substandard categories.

At June 30, 2017 and December 31, 2016, our loans subject to credit risk were 95.9% and 94.6%, respectively, concentrated in the hospitality industry.

7. DISCONTINUED OPERATIONS

We had reflected the lending segment, which was acquired on the Acquisition Date as disclosed in Note 1, as held for sale commencing in 2014, based on a plan approved by the Board of Directors to sell the lending segment that, when completed, would have resulted in the deconsolidation of the lending segment, which at that time was focused on small business lending in the hospitality industry. In July 2015, to maximize value, we modified our strategy of selling the lending segment as a whole to a strategy of soliciting buyers for components of the business, including our commercial mortgage loans and the SBA 7(a) lending platform. This change in the sale methodology resulted in the need to extend the period to complete the sale of the lending segment beyond one year. In connection with our plan, we expensed transaction costs of \$11,000 and \$20,000 as incurred during the three and six months ended June 30, 2016, respectively.

On December 17, 2015, pursuant to the modified plan, we sold substantially all of our commercial mortgage loans with a carrying value of \$77,121,000 to an unrelated third party and recognized a gain of \$5,151,000. In September 2016, we discontinued our efforts to sell the SBA 7(a) lending platform, and the activities related to the SBA 7(a) lending platform have been reclassified to continuing operations for all periods presented.

On December 29, 2016, we sold our commercial real estate lending subsidiary, which was classified as held for sale and had a carrying value of \$27,587,000, which was equal to management's estimate of fair value, to a fund managed by an affiliate of CIM Group. We did not recognize any gain or loss in connection. Management's estimate of fair value was determined with assistance from an independent third party valuation firm.