Creative Media & Community Trust Corporation — Earnings Release 2018

Aug 12, 2018

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): August 9, 2018

Commission File Number 1-13610

CIM COMMERCIAL TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Maryland 75-6446078 (State or other jurisdiction of incorporation or organization)

17950 Preston Road, Suite 600, Dallas, TX 75252 (972) 349-3200

(I.R.S. Employer Identification No.)

(Address of principal executive offices) (Registrant's telephone number)

Former name, former address and former fiscal year, if changed since last report: NONE

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:

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

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))

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 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 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.

Item 2.02 Results of Operations and Financial Condition

On August 9, 2018, CIM Commercial Trust Corporation (the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2018. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 2.02 and Exhibit 99.1 are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 7.01 Regulation FD Disclosure

A copy of the Company's Q2 2018 Investor Presentation is attached to this Form 8-K as Exhibit 99.2 and is incorporated by reference herein. Additionally, the Company has posted a copy of the presentation on its Shareholder Relations page at http://shareholders.cimcommercial.com/.

The information in this Item 7.01 and Exhibit 99.2 are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act 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
99.1	Press release, dated August 9, 2018, regarding the Company's financial results for the quarter ended June 30, 2018.
99.2	Investor Presentation Q2 2018.

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: August 9, 2018

CIM COMMERCIAL TRUST CORPORATION

By: /s/ David Thompson

David Thompson, Chief Financial Officer

CIM Commercial Trust Corporation Reports 2018 Second Quarter Results

Dallas—(August 9, 2018) CIM Commercial Trust Corporation (NASDAQ & TASE: CMCT) ("we", "our", "CMCT", or "CIM Commercial Trust"), a real estate investment trust ("REIT") that primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving urban communities throughout the United States, today reported operating results for the three months ended June 30, 2018.

Second Quarter 2018 Highlights

• x Same-store(1) office segment and cash net operating income ("NOI") increased 8.6% and 4.8%, respectively, for the second quarter of 2018 from the corresponding period in 2017.
• x Annualized rent per occupied square foot on a same-store basis increased 7.4% to \$42.99 as of June 30, 2018 compared to June 30, 2017; annualized rent per occupied square foot across all properties was \$44.54 as of June 30, 2018.
• x On a same-store basis, the office portfolio was 94.1% leased as of June 30, 2018.
• x During the second quarter of 2018, we executed 25,898 square feet of leases with terms longer than 12 months, including 19,442 square feet of recurring leases; all of which were executed at our same-store office portfolio, representing same-store cash rent growth per square foot of 17.0%.
• x Net loss attributable to common stockholders was \$1,876,000, or \$0.04 per diluted share, for the second quarter of 2018.
• x Funds from operations ("FFO") attributable to common stockholders was \$11,449,000, or \$0.26 per diluted share, for the second quarter of 2018.

Management Commentary

Charles E. Garner II, CEO of CMCT, stated, "We again generated strong same-store NOI growth in the quarter, driven by higher average rent per square foot.

In addition, our same-store cash rent growth on recurring leases signed during the second quarter of 2018 was 17.0%. We expect this increase to benefit NOI and FFO in the future as these new leases commence.

Our premium rents, NOI growth, high leased percentage, and strong re-leasing spreads reflect the strength of our platform and Class A and creative office portfolio, which is concentrated in high barrier to entry gateway markets. We continue to target 4% to 6% annualized same-store NOI growth through 2022 driven by contractual rent increases and below market in-place leases rolling to market. We also have additional growth potential from already owned development sites.

We are focused on growing our net asset value ("NAV") and cash flow per share and providing liquidity to shareholders at prices that reflect our strong prospects. As we have done since our 2014 merger, we will continue to actively manage our portfolio to drive returns for our shareholders, while further progressing toward a prudent capital structure that we anticipate will consist of approximately 45% common equity, based on fair values.

Since the beginning of 2014, we have provided \$8.61 per share in regular dividends, special dividends, and a tender offer made available to all shareholders(2),(3). Since the time of our merger in 2014, increases in our NAV per share plus the cumulative amount of regular and special dividends paid per share have resulted in a return per share of approximately 41%(2),(4)."

Financial Highlights

As of June 30, 2018, our real estate portfolio consists of 21 assets, all of which are fee-simple properties. The portfolio includes 19 office properties (including one parking garage and two development sites, one of which is being used as a parking lot), totaling approximately 3.4 million rentable square feet and one hotel, which has 503 rooms and an ancillary parking garage. We also operate a lending business.

Second Quarter 2018

Net loss attributable to common stockholders was \$1,876,000, or \$0.04 per diluted share of common stock, for the three months ended June 30, 2018, compared to net income attributable to common stockholders of \$91,291,000, or \$1.16 per diluted share of common stock, for the three months ended June 30, 2017. The decrease is primarily attributable to a decrease in the gain on sale of real estate of \$116,283,000, a decrease of \$3,117,000 in net operating income of our operating segments, and an increase of \$632,000 in corporate general and administrative expenses, partially offset by a decrease of \$13,100,000 in impairment of real estate, a decrease of \$11,271,000 in transaction costs, a decrease of \$3,057,000 in interest expense, a decrease of \$1,575,000 in asset management and other fees to related parties, and a decrease of \$1,436,000 in depreciation and amortization expense.

FFO attributable to common stockholders was \$11,449,000, or \$0.26 per diluted share of common stock, for the three months ended June 30, 2018, compared to \$2,869,000, or \$0.04 per diluted share of common stock, for the three months ended June 30, 2017. The increase in FFO attributable to common stockholders was primarily attributable to a decrease of \$11,271,000 in transaction costs, a decrease of \$3,057,000 in interest expense, and a decrease of \$1,575,000 in asset management and other fees to related parties, partially offset by \$3,152,000 in redeemable preferred stock dividends accumulated, a decrease of \$3,117,000 in net operating income of our operating segments, and an increase of \$632,000 in corporate general and administrative expenses.

Year to Date 2018

Net loss attributable to common stockholders was \$4,902,000, or \$0.11 per diluted share of common stock, for the six months ended June 30, 2018, compared to net income attributable to common stockholders of \$285,190,000, or \$3.50 per diluted share of common stock, for the six months ended June 30, 2017.

FFO attributable to common stockholders was \$21,571,000, or \$0.49 per diluted share of common stock, for the six months ended June 30, 2018, compared to \$26,265,000, or \$0.32 per diluted share of common stock, for the six months ended June 30, 2017.

(2) CMCT is the product of a merger (the "Merger") between CIM Urban REIT, LLC ("CIM REIT"), a fund operated by CIM Group, L.P., and PMC Commercial Trust in Q1 2014. Represents dividends declared on our common stock from January 1, 2014 through June 30, 2018. Excludes a special dividend paid to PMC Commercial Trust's shareholders in connection with the Merger, but includes 2014 dividends received by CIM REIT shareholders prior to the Merger and dividends on convertible preferred stock received by Urban Partners II, LLC, an affiliate of CIM REIT and CIM Group, L.P., on an as converted basis, in the Merger. The amounts of regular and special cash dividends per share are based on the number of shares outstanding as of the applicable record dates. Past performance is not a guarantee of future results.

(3) The per share equivalent in proceeds from the tender offer is \$2.15, calculated by dividing \$210,000,000, the amount used by CMCT to purchase shares of common stock of CMCT in the tender offer, by 97,676,197, the number of shares of common stock outstanding immediately prior to such tender offer.

(4) The total return is calculated based on (i) NAV growth which represents the change in NAV from December 31, 2013 (the last period before the Merger) to December 31, 2017 and (ii) the aggregate amount of regular and special dividends declared and paid on our common stock described in Note 2 above. No NAV has been calculated since December 31, 2017. Please see Net Asset Value on page 13 for more information on our NAV and the calculation thereof. Past performance is not a guarantee of future results.

⁽¹⁾ Please see Reconciliation of Net Operating Income on page 10 for our definition of "same-store."

Segment Information

Our reportable segments during the three months ended June 30, 2018 consist of two types of commercial real estate properties, namely, office and hotel, as well as a segment for our lending business. Our reportable segments during the three months ended June 30, 2017 consist of three types of commercial real estate properties, namely, office, hotel and multifamily, as well as a segment for our lending business. Aggregate segment NOI was \$29,352,000 for the three months ended June 30, 2018, compared to \$32,469,000 for the three months ended June 30, 2017.

Office

Same-Store

Same-store office segment NOI increased 8.6% on a GAAP basis and 4.8% on a cash basis. The increase in same-store segment NOI is primarily due to an increase in revenue at certain of our California and Washington D.C. properties due to increases in occupancy and or rental rates and an increase in expense reimbursements at certain of our California properties and at one of our Washington, D.C. properties, partially offset by an increase in operating expenses and other reimbursable expenses at certain of our California properties and one of our Washington, D.C. properties and a decrease in lease termination income at one of our California properties.

At June 30, 2018, the Company's office portfolio was 94.0% occupied, an increase of 80 basis points year-over-year on a same-store basis and 94.1% leased, a decrease of 10 basis points year-over-year on a same store basis. The annualized rent per occupied square foot on a same store basis was \$42.99 at June 30, 2018 compared to \$40.01 at June 30, 2017. For the three months ended June 30, 2018, the Company executed 19,442 square feet of recurring leases at our same-store office portfolio, representing same-store cash rent growth per square foot of 17.0%.

Total

Office segment NOI decreased to \$23,863,000 in the three months ended June 30, 2018, from \$25,716,000 in the three months ended June 30, 2017. Such decrease was primarily attributable to the sale of five office properties and a parking garage during the last nine months of 2017, a decrease in lease termination income at one of our California properties, and an increase in operating expenses and other reimbursable expenses at certain of our California properties and at one of our Washington, D.C. properties, partially offset by an increase due to the acquisition of two office properties in December 2017 and January 2018 and an increase in rental revenue and expense reimbursements at certain of our California and Washington D.C. properties due to increases in occupancy and or rental rates.

Hotel

Hotel segment NOI was \$4,110,000 in the three months ended June 30, 2018, compared to \$3,983,000 in the three months ended June 30, 2017.

Multifamily

During the three months ended June 30, 2017, we sold three of our five multifamily properties and sold the remaining two multifamily properties during the last six months of 2017. Multifamily segment NOI was \$1,742,000 for the three months ended June 30, 2017.

Lending

Our lending segment primarily consists of our SBA 7(a) lending platform, which is a national lender that primarily originates loans to small businesses in the hospitality industry. Lending segment NOI was \$1,379,000 in the three months ended June 30, 2018, compared to \$1,028,000 in the three months ended June 30, 2017. The increase is primarily due to an increase in premium income from the sale of the guaranteed portion of our SBA 7(a) loans, an increase in interest income due to an increase in the principal balance of our loan portfolio as well as increases in the prime rate, and higher revenue as a result of the recognition of accretion for discounts related to increased prepayments on our loans, partially offset by interest expense that commenced in May 2018 as a result of the issuance of the SBA 7(a) loan-backed notes and an increase in interest expense from secured borrowings

Debt and Equity

On May 30, 2018, we completed a securitization of the unguaranteed portion of certain of our SBA 7(a) loans receivable with the issuance of \$38,200,000 of unguaranteed SBA 7(a) loan-backed notes. The SBA 7(a) loan-backed notes are collateralized by the right to receive payments and other recoveries attributable to the unguaranteed portions of certain of our SBA 7(a) loans receivable. The SBA 7(a) loan-backed notes mature on March 20, 2043, with monthly payments due as payments on the collateralized loans are received. Based on the anticipated repayments of our collateralized SBA 7(a) loans, we estimate the weighted average life of the SBA 7(a) loan-backed notes to be approximately three years. The SBA 7(a) loan-backed notes bear interest at the lower of the one-month LIBOR plus 1.40% or the prime rate less 1.08%. We reflect the SBA 7(a) loans receivable as assets on our consolidated balance sheet and the SBA 7(a) loan-backed notes as debt on our consolidated balance sheet.

During the three months ended June 30, 2018, we issued 476,462 Series A preferred units, with each Series A preferred unit consisting of one share of Series A preferred stock and one warrant to purchase 0.25 shares of our common stock, resulting in net proceeds of approximately \$10,971,000. Net proceeds represent gross proceeds offset by costs specifically identifiable to the offering of the Series A preferred units, such as commissions, dealer manager fees, and other offering fees and expenses.

Dividends

On June 4, 2018, CIM Commercial Trust's Board of Directors approved, and we declared, a quarterly cash dividend of \$0.125 per common share. The dividend was paid on June 28, 2018 to stockholders of record on June 15, 2018.

In addition, the Board of Directors approved, and we declared, a quarterly cash dividend of \$0.34375 per share of CMCT's Series A preferred stock. For shares of Series A preferred stock issued during the second quarter of 2018, the dividend was prorated from the time of issuance. The dividend was paid on July 16, 2018 to stockholders of record on July 5, 2018.

About CMCT

CIM Commercial Trust is a real estate investment trust that primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving urban communities throughout the United States. Its properties are primarily located in Los Angeles, the San Francisco Bay Area and Washington, D.C. CIM Commercial Trust is operated by affiliates of CIM Group, L.P., a vertically-integrated owner and operator of real assets with multi-disciplinary expertise and in-house research, acquisition, credit analysis, development, finance, leasing, and asset management capabilities (www.cimcommercial.com).

FORWARD-LOOKING STATEMENTS

The information set forth herein contains "forward-looking statements." You can identify these statements by the fact that they do not relate strictly to historical or current facts or discuss the business and affairs of CIM Commercial Trust on a prospective basis. Further, statements that include words such as "may," "will," "project," "might," "expect," "target," "believe," "anticipate," "intend," "could," "would," "estimate," "continue," "pursue," or "should" or the negative or other words or expressions of similar meaning, may identify forward-looking statements.

CIM Commercial Trust bases these forward-looking statements on particular assumptions that it has made in light of its experience, as well as its perception of expected future developments and other factors that it believes are appropriate under the circumstances. These forward-looking statements are necessarily estimates reflecting the judgment of CIM Commercial Trust and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, including those set forth in CIM Commercial Trust's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, the Registration Statement on Form S-11 (Reg. No 333- 210880) relating to the Series A preferred stock, and the Registration Statement on Form S-3 (Reg. No, 333-203639) relating to the sale of common stock by a selling shareholder.

As you read and consider the information herein, you are cautioned to not place undue reliance on these 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 risks, uncertainties and assumptions. In light of these risks and uncertainties, 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 CIM Commercial Trust to predict all of them. Nor can CIM Commercial Trust assess the impact 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 Trust undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

For CIM Commercial Trust Corporation Media Relations: Bill Mendel, 212-397-1030 bill@mendelcommunications.com

or

Shareholder Relations: Steve Altebrando, 646-652-8473 shareholders@cimcommercial.com

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets

(Unaudited and in thousands, except share and per share amounts)

	June 30, 2018	December 31, 2017
ASSETS
Investments in real estate, net	\$ 1,075,931	\$	957,725
Cash and cash equivalents	91,192		129,310
Restricted cash	22,800		27,008
Loans receivable, net	71,606		81,056
Accounts receivable, net	9,169		13,627
Deferred rent receivable and charges, net	86,162		84,748
Other intangible assets, net	11,625		6,381
Other assets	19,876		36,533
TOTAL ASSETS	\$ 1,388,361	\$	1,336,388
LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY
LIABILITIES:
Debt, net	\$ 666,932	\$	630,852
Accounts payable and accrued expenses	27,391		26,394
Intangible liabilities, net	3,829		1,070
Due to related parties	9,203		8,814
Other liabilities	14,529		14,629
Total liabilities	721,884		681,759
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK: Series A, \$0.001 par value; 36,000,000 shares
authorized; 1,845,473 and 1,842,353 shares issued and outstanding, respectively, at
June 30, 2018 and 1,225,734 and 1,224,712 shares issued and outstanding, respectively, at
December 31, 2017; liquidation preference of \$25.00 per share, subject to adjustment	42,037		27,924
EQUITY:
Series A cumulative redeemable preferred stock, \$0.001 par value; 36,000,000 shares
authorized; 308,775 and 307,510 shares issued and outstanding, respectively, at June 30,
2018 and 61,435 and 60,592 shares issued and outstanding, respectively, at
December 31, 2017; liquidation preference of \$25.00 per share, subject to adjustment	7,637		1,508
Series L cumulative redeemable preferred stock, \$0.001 par value; 9,000,000 shares
authorized; 8,080,740 shares issued and outstanding at June 30, 2018 and December 31,
2017; liquidation preference of \$28.37 per share, subject to adjustment	229,251		229,251
Common stock, \$0.001 par value; 900,000,000 shares authorized; 43,795,073 and
43,784,939 shares issued and outstanding at June 30, 2018 and December 31, 2017,
respectively	44		44
Additional paid-in capital	792,245		792,631
Accumulated other comprehensive income	3,221		1,631
Distributions in excess of earnings	(408,797)		(399,250)
Total stockholders' equity	623,601		625,815
Noncontrolling interests	839		890
Total equity	624,440		626,705
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY	\$ 1,388,361	\$	1,336,388

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations (Unaudited and in thousands, except per share amounts)

	Three Months Ended June 30,					Six Months Ended June 30,
		2018		2017		2018		2017
REVENUES:
Rental and other property income	\$	34,900	\$	46,124	\$	68,697	\$	97,183
Hotel income		10,160		9,832		19,849		19,582
Expense reimbursements		3,351		2,526		4,960		5,556
Interest and other income		3,148		2,817		6,451		5,927
		51,559		61,299		99,957		128,248
EXPENSES:
Rental and other property operating		20,780		27,249		38,800		50,209
Asset management and other fees to related parties		6,143		7,863		12,354		16,563
Interest		6,811		9,513		13,444		19,286
General and administrative		1,915		1,647		5,291		3,326
Transaction costs		344		11,615		344		11,628
Depreciation and amortization		13,325		14,761		26,473		31,992
Impairment of real estate		—		13,100		—		13,100
		49,318		85,748		96,706		146,104
Gain on sale of real estate		—		116,283		—		304,017
INCOME BEFORE PROVISION FOR INCOME TAXES		2,241		91,834		3,251		286,161
Provision for income taxes		292		462		680		854
NET INCOME		1,949		91,372		2,571		285,307
Net income attributable to noncontrolling interests		(12)		(9)		(16)		(14)
NET INCOME ATTRIBUTABLE TO THE COMPANY		1,937		91,363		2,555		285,293
Redeemable preferred stock dividends accumulated		(3,152)		—		(6,304)		—
Redeemable preferred stock dividends declared		(662)		(72)		(1,155)		(103)
Redeemable preferred stock redemptions		1		—		2		—
NET (LOSS) INCOME ATTRIBUTABLE TO
COMMON STOCKHOLDERS	\$	(1,876) \$		91,291	\$	(4,902) \$		285,190
NET (LOSS) INCOME ATTRIBUTABLE TO
COMMON STOCKHOLDERS PER SHARE:
Basic	\$	(0.04) \$		1.16	\$	(0.11) \$		3.50
Diluted	\$	(0.04) \$		1.16	\$	(0.11) \$		3.50
WEIGHTED AVERAGE SHARES OF COMMON
STOCK OUTSTANDING:
Basic		43,791		78,871		43,788		81,445
Diluted		43,791		78,871		43,788		81,445
		7

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Funds from Operations (Unaudited and in thousands, except per share amounts)

We believe that FFO is a widely recognized and appropriate measure of the performance of a REIT and that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO represents net income (loss) attributable to common stockholders, computed in accordance with generally accepted accounting principles ("GAAP"), which reflects the deduction of redeemable preferred stock dividends accumulated, excluding gains (or losses) from sales of real estate, impairment of real estate, and real estate depreciation and amortization. We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (the "NAREIT").

Like any metric, FFO should not be used as the only measure of our performance because it excludes depreciation and amortization and captures neither the changes in the value of our real estate properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our operating results. Other REITs may not calculate FFO in accordance with the standards established by the NAREIT; accordingly, our FFO may not be comparable to the FFOs of other REITs. Therefore, FFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a supplement to or substitute measure for cash flows from operating activities computed in accordance with GAAP. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends.

The following table sets forth a reconciliation of net (loss) income attributable to common stockholders to FFO attributable to common stockholders:

	Three Months Ended June 30,			Six Months Ended
	2018	2017		2018		2017
Net (loss) income attributable to common stockholders	\$ (1,876) \$	91,291	\$	(4,902) \$		285,190
Depreciation and amortization	13,325	14,761		26,473		31,992
Impairment of real estate	—	13,100		—		13,100
Gain on sale of depreciable assets	—	(116,283)		—		(304,017)
FFO attributable to common stockholders	\$ 11,449	\$ 2,869	\$	21,571	\$	26,265
FFO attributable to common stockholders per diluted share	\$ 0.26	\$ 0.04	\$	0.49	\$	0.32

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Earnings Per Share (Unaudited and in thousands, except per share amounts)

Earnings per share ("EPS") for the year-to-date period may differ from the sum of quarterly EPS amounts due to the required method for computing EPS in the respective periods. In addition, EPS is calculated independently for each component and may not be additive due to rounding.

The following table reconciles the numerator and denominator used in computing our basic and diluted per-share amounts for net income (loss) attributable to common stockholders for the three months ended June 30, 2018 and 2017:

		Three Months Ended June 30,		Six Months Ended June 30,
		2018	2017	2018			2017
Numerator:
Net (loss) income attributable to common stockholders	\$	(1,876) \$	91,291	\$	(4,902) \$		285,190
Redeemable preferred stock dividends declared on
dilutive shares		—	—		—		—
Numerator for dilutive net (loss) income attributable to
common stockholders	\$	(1,876) \$	91,291	\$	(4,902) \$		285,190
Denominator:
Basic weighted average shares of Common Stock
outstanding		43,791	78,871		43,788		81,445
Effect of dilutive securities—contingently issuable
shares		—	—		—		—
Diluted weighted average shares and common stock
equivalents outstanding		43,791	78,871		43,788		81,445
Net (loss) income attributable to common stockholders
per share:
Basic	\$	(0.04) \$	1.16	\$	(0.11) \$		3.50
Diluted	\$	(0.04) \$	1.16	\$	(0.11) \$		3.50

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Reconciliation of Net Operating Income (Unaudited and in thousands)

We internally evaluate the operating performance and financial results of our real estate segments based on segment NOI, which is defined as rental and other property income and expense reimbursements less property related expenses and excludes non-property income and expenses, interest expense, depreciation and amortization, corporate related general and administrative expenses, gain (loss) on sale of real estate, impairment of real estate, transaction costs, and provision for income taxes. For our lending segment, we define NOI as interest income net of interest expense and general overhead expenses. We also evaluate the operating performance and financial results of our operating segments using cash basis NOI, or cash NOI. We define cash NOI as segment NOI adjusted to exclude the effect of the straight lining of rents, acquired above/below market lease amortization and other adjustments required by GAAP.

Segment NOI and cash NOI are not measures of operating results or cash flows from operating activities as measured by GAAP and should not be considered alternatives to income from continuing operations, or to cash flows as a measure of liquidity, or as an indication of our performance or of our ability to pay dividends. Companies may not calculate segment NOI or cash NOI in the same manner. We consider segment NOI and cash NOI to be useful performance measures to investors and management because, when compared across periods, they reflect the revenues and expenses directly associated with owning and operating our properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing a perspective not immediately apparent from income from continuing operations. Additionally, we believe that cash NOI is helpful to investors because it eliminates straight line rent and other non-cash adjustments to revenue and expenses.

To facilitate a comparison of our segments and portfolio between reporting periods, we calculate comparable amounts for a subset of our segments and portfolio referred to as our "same-store properties." Our same-store properties are ones which we have owned and operated in a consistent manner and reported in our consolidated results during the entire span of the periods being reported. We excluded from our same-store property set this quarter any properties (i) acquired on or after April 1, 2017; (ii) sold or otherwise removed from our consolidated financial statements before June 30, 2018; or (iii) that underwent a major repositioning project we believed significantly affected its results at any point during the period commencing on April 1, 2017 and ending on June 30, 2018.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Reconciliation of Net Operating Income (Continued) (Unaudited and in thousands)

Below is a reconciliation of cash NOI to segment NOI and net income for the three months ended June 30, 2018 and 2017.

	Three Months Ended June 30, 2018
		Same Store Office	Non Same Store Office		Total Office		Hotel			Multi family	Lending		Total
Cash net operating income	\$	20,888	\$	1,553	\$	22,441	\$	4,113	\$	—	\$	1,372	\$ 27,926
Deferred rent and amortization of intangible assets, liabilities, and lease
inducements		467		955		1,422		(3)		—		—	1,419
Straight line rent, below-market ground lease and amortization of intangible assets		—		—		—		—		—		7	7
Segment net operating income	\$	21,355	\$	2,508	\$	23,863	\$	4,110	\$	—	\$	1,379	\$ 29,352
Asset management and other fees to
related parties													(5,504)
Interest expense													(6,511)
General and administrative													(1,427)
Transaction costs													(344)
Depreciation and amortization													(13,325)
Income before provision for income
taxes													2,241
Provision for income taxes													(292)
Net income													1,949
Net income attributable to
noncontrolling interests													(12)
Net income attributable to the Company													\$ 1,937

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Reconciliation of Net Operating Income (Continued) (Unaudited and in thousands)

				Three Months Ended June 30, 2017
	Same Store Office	Non Same Store Office	Total Office	Hotel	Multi family	Lending	Total
Cash net operating income	\$ 19,927	\$ 6,272	\$ 26,199	\$ 3,983	\$ 1,900	\$ 1,018	\$ 33,100
Deferred rent and amortization of intangible assets, liabilities, and lease inducements	212	91	303	—	(20)	—	283
Straight line rent, below-market ground lease and amortization of intangible
assets	—	(312)	(312)	—	(138)	10	(440)
Lease termination income	(474)	—	(474)	—	—	—	(474)
Segment net operating income	\$ 19,665	\$ 6,051	\$ 25,716	\$ 3,983	\$ 1,742	\$ 1,028	\$ 32,469
Asset management and other fees to related parties							(7,079)
Interest expense							(9,568)
General and administrative							(795)
Transaction costs							(11,615)
Depreciation and amortization							(14,761)
Impairment of real estate							(13,100)
Gain on sale of real estate							116,283
Income before provision for income taxes							91,834
Provision for income taxes							(462)
Net income							91,372
Net income attributable to noncontrolling interests							(9)
Net income attributable to the Company							\$ 91,363

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Net Asset Value (Unaudited and in thousands)

As of December 31, 2017, we have established an estimated NAV per share of common stock of \$23.96. Neither the Financial Industry Regulatory Authority nor the Securities and Exchange Commission provides rules on the methodology we must use to determine our estimated NAV per share. The determination of estimated NAV involves a number of subjective assumptions, estimates and judgments that may not be accurate or complete. We believe there is no established practice among public REITs for calculating estimated NAV. Different firms using different property-specific, general real estate, capital markets, economic and other assumptions, estimates and judgments could derive an estimated NAV that is significantly different from our estimated NAV. Thus, other public REITs' methodologies used to calculate estimated NAV may differ materially from ours. Additionally, the estimated NAV does not give effect to changes in value, investment activities, capital activities, indebtedness levels, and other various activities occurring after December 31, 2017 that would have an impact on our estimated NAV.

The estimated NAV per share of \$23.96 was calculated relying in part on appraisals of our real estate assets and the assets of our lending segment. We engaged various third party appraisal firms to perform appraisals of our real estate assets and the assets of our lending segment as of December 31, 2017. Except for one office property acquired in December 2017, which was based on the purchase price (including transaction costs that were capitalized and assumption of liabilities) negotiated with the unrelated third-party seller, the fair values of our investments in real estate were based on appraisals obtained as of December 31, 2017. The fair values of the assets of our lending segment were based on an appraisal obtained as of December 31, 2017.

The December 31, 2017 appraisals were performed in accordance with standards set forth by the American Institute of Certified Public Accountants. Each of our appraisals were prepared by personnel who are subject to and in compliance with the code of professional ethics and the standards of professional conduct set forth by the certification programs of the professional appraisal organizations of which they are members.

www.cimgroup.com ©2018 CIM Group CIM Commercial Trust Corporation Investor Presentation Second Quarter 2018

Important Disclosures

Free Writing Prospectus | CIM Commercial Trust Corporation Investor Presentation Q2 2018

Filed Pursuant to Rule 433 | Dated August 9, 2018 | Registration Statement Nos. 333-203639; 333-210880

CIM Commercial Trust Corporation (the "Company") has filed registration statements (including prospectuses and prospectus supplements) with the Securities and Exchange Commission (the "SEC") for the offerings to which this communication relates. Before you invest, you should read the prospectuses and the prospectus supplements in those registration statements 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://shareholders.cimcommercial.com/. Alternatively, you may request to receive a prospectus by calling toll-free at 1-866-341-2653.

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

• x Post Effective Amendment No. 3 to Form S-11 on Form S-3, dated January 9, 2018, relating to Registration Statement No. 333- 203639
• x Prospectus, dated April 13, 2018, relating to Registration Statement No. 333-210880 and Supplement No. 1 dated May 14, 2018

Forward-looking Statements

The information set forth herein contains "forward-looking statements." You can identify these statements by the fact that they do not relate strictly to historical or current facts or they discuss the business and affairs of CIM Commercial Trust Corporation ("CMCT", "CIM Commercial", the "Company") on a prospective basis. Further, statements that include words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue," "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 has made in light of its experience, as well as its perception of expected future developments and other factors that it believes are appropriate under the circumstances. These forward-looking statements are necessarily estimates reflecting the judgment of CIM Commercial and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These 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, 2017, the Registration Statement on Form S-11 (Reg. No. 333-210880) relating to the Series A Preferred Stock, and the Registration Statement on Form S-3 (Reg. No, 333-203639) relating to the sale of common stock by a selling shareholder.

As you read and consider the information herein, you are cautioned to not place undue reliance on these 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 risks, uncertainties and assumptions. In light of these risks and uncertainties, 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 CIM Commercial to predict all of them. Nor can CIM Commercial assess the impact 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 forwardlooking statement. CIM Commercial undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

www.cimgroup.com | ©2018 CIM Group | CMCT CIM Commercial Trust Corporation

CMCT Thesis

CMCT

	Large-scale platform with vertically-integrated team
1 Resources & Expertise of CIM Group Premier Institutional Owner Operator	Disciplined, relative-value owner operator with sightlines across all major U.S. urban markets Proprietary "Qualified Community" methodology 8
Class A and Creative Office Assets in Gateway Markets	> Located in high barrier-to-entry sub-markets where CIM Group anticipates outsized rent growth San Francisco Bay Area, Los Angeles, Washington, DC, and Austin
Strong Same-Store Growth Prospects	Same-store growth opportunity through increasing below-market leases to market rates Value-add / development opportunities
Maximizing Returns for Shareholders	ਰ Since the beginning of 2014, have provided \$8.61 per share in regular dividends, special dividends, and Focused on growing NAV and cash flows per share of common stock while targeting a prudent capital structure consisting of ~45% common equity based on fair value tender offer made available to all shareholders'

. I. C.C.T. i. S. mage of the RET. L.C. I. A.P.C. Commentse in C.C. Repear de delessere cores.

www.cimgroup.com | | ©2018 CiM Group | CMCT CIM Commercial Truist Corporation

Performance Since Launch of CMCT

CMCT

. Paula main main na mana na mana mana na mana ni a ma 2018 am ana 2018 am transa 2018 am transka 2012 at 14 am 2012 at 14 am 2012 at 14 am 2012 at 14:00 am 14 am 2010 at 11:

www.cimgroup.com

Performance Since Launch of CMCT

CMCT

Tour includes changes in stock prise on es assel vale, as appliatie, and induses all ovideos all ovideos decised one Company's common stock from March 31, 2014 b une 30,

www.clmgroup.com | @2018 ClM Group | CMCT ClM Commercial Trust Corporation

^2014
2 Next Pressent work word to present on externe work and Clark 2012 2014.

CMCT - Key Performance Indicators1.2

Metrics exclude the lending segment and any assets sold prior to June 30, 2018.

aller a collection and process on one on one in Desente 2017 al indesident of The included in 2017 at included in 2017 at le moldes in 101 maris. The anounce in a copies on i

Metrios exclude Sheraton Grand Hotel.

Films becapanies for of the properias and shown as a percently of the bases on hasses commenced as of Deserted 3 f of assoc. Infornial year o, with reseat to 2 2018, as 0 Jon 30, 2018.

Historial Anualized Rent PSF represents annual oppine feet a of Deember 3 f of each historial year o, with reseat to 2 2018, as ol June 30, 2018. This anount eflects toul oan net before ablements. Vinee applied in that been goused in by adding annusements to base net. Annualized on for popularis induses ent

athbrable break.
Excludes the incline and Pro-Foma Cash NOT infor – Net Aset Value and Po-Forms Cash NOI 'on page and 'Net Operaing Income Reconclision see.

2 Kaiser Plaza was aoguired in August 2015. The property is included in Pro-forma on the aquisition oste.
1130 Howard was acquired in December 2017. The property is included

1. 9400 Wilshire Boulevard was acquired in January 2018. The property is Included in Pro-forma Cash NOI beginning on the acquisition date.

www.cimgroup.com | ©2018 CiM Group | CMCT CiM Commercial Trust Corporation

CMCT - Net Asset Value and Pro-Forma Cash NOI

CMCT

Estimated Net Asset Value1					Pro-Forma Cash NOI3			(\$ in thous ands)	(Unaudited)
(\$ in thousands, except for shares and per share amounts)	Unaudited				Twelve Months Ended			Six Months Ended
Investments in real estate - at fair value	\$1,676,432		December 31, 2015ª		December 31, 2016	December 31,20178		June 30, 20186
Loans receivable - at fair value	83.858	Net income attributable to
Debt 2	608 800 800	the Company	24,392	S	34,547	379,737 or		ಲ್	2,555
Cash and other assets net of other liabilities	135,644
Noncontrolling interests	(1,055)	Total Cash NOI	131,868 8	গে	128.470	ਹੈ	127,467	00	54.752
Redeemable Series A Preferred Stock	(29,331)	Less Cash NOI from assets sold prior to June 30, 2018	56.148		43,527		26.610
Redeemable Series L Preferred Stock	207,845)	Proforma Cash NOI	75,720		84 943	100,857			54,752
to common shareholders Estimated NAV available	\$1.049.008	Pro-forma NOI Breakdown:
Shares of Common Stock outstanding	43.784.939	Pro-forma Lending NOI	2.880		4,522	2	5,293	1	3.098
Estimated NAV pershare of Common Stock	\$23.96	Pro-forma Hotel NOI	12,223		13,319		13,385		8,051
		Proforma Office NOI	80,637		67,102		82179		43,803
		Pro-forma Cash NOI	75,720 un	8	84.943	100,857 un		va	54,752

. Le o Claserial 3, 2017 nor Thorni Descures of cities .
2. Server bronnes on the Merce and Che tallies .
2. Server bronnes on Services and the December 2010 Leaning on

www.clmgroup.com | ©2018 ClM Group | CMCT CIM Commercial Trust Corporation

CIM Group Overview

CMCT

co

CIM Summary

CMCT

community	in-nouse expertise, we create value in our assets, which benefit our investors, and ultimately benefit the CIM is a community-focused real estate and infrastructure owner, operator and lender. By utilizing their
Established	Established in 1994 as an integrated owner and operator of real assets
Strategies	Community-focused urban real assets (real estate and infrastructure) in communities qualified by CIM and national credit (net-lease and debt) platforms
Vertically-Integrated	Multi-disciplinary expertise and in-house research, acquisition, credit analysis, development, finance, leasing and asset management capabilities
Organization	875+ employees (15 principals including all of its founders, 490+ professionals)1
Office Locations	Headquartered in Los Angeles, California and has offices in Oakland, California: Bethesda. Maryland: Dallas, Texas; New York, New York; Chicago, Illinois; and Phoenix, Arizona
Partners & Co-Investors	Diversified institutional relationships with approximately half committing to multiple CIM products, along with an expansive retail base with more than 89,000 individual shareholders1
Assets Owned and Operated	\$28.6 billion2
As of July 2018. 2.	As of March 31, 2018. See "Important Disclosures" on page 32 and, in particular, the section "Assets Owned and Operated" for additional details.
@2018 CIM Group CMCT CIM Commercial Trust Corporation www.climgiroup.com

CIM Competitive Advantages

CMCT

10

s

a

www.clingroup.com | @2018 ClM Group | CMCT CIM Commercial Trust Corporation

Community Focused Strategy - CIM Qualified Communities

CMCT

Communities exhibit strong growth trends, which CIM believes will lead to outsized rent growth and/or capital CIM qualifies communities for acquisition (114 qualified to date, 68 with deployed capital). CIM Qualified appreciation. 1

» Since initial acquisition, CIM's Qualified Communities have outperformed average national downtowns by over 50%1

11

| @2018 CIM Group | CMCT CIM Commercial Trust Corpor

www.clmgroup.com

CMCT Overview

CIM Commercial Trust

CMCT

CIM Commercial (NASDAQ: CMCT | TASE: CMCT)

• Primarily focuses on Class A and creative office assets in vibrant and improving urban communities a
• \$15.10 / \$0.66 billion Share Price / Market Cap1 8
• NAV per Share / NAV2 »

\$23.96 / \$1.05 billion

Institutional shareholder base (95%)3

Premier Portfolio With Strong Growth Prospects

» 19 office properties in gateway markets with 3.4 million rentable

SF4

• Embedded growth through increasing below market leases to 食
  • Targeting same-store office NOI CAGR of 4% 6% through market and contractual rent escalations »

us (In 0

ngeles

LOS 1 0

20225

Return Focused / Attractive Capital Structure

• NAV growth + cumulative dividends of ~41% since 20142.6 »
• Target capital structure of 45% common equity and 55% debt and preferred equity seeks to enhance common equity returns with low relative risk s
• With capital structure implemented, targeted ~15% total return on common equity »
• As of June 25, 2017.
  Asember 31, 2017. NAV indudes the landing segment See Value under Tho Rama Castil (1, 2017. NAV industrialed NAV and "Net Asset Value" under Threa
  • of June 30, 2018.
    As of June 30, 2018. 3801 South Congress Avenue is counted as one property but one property but
    • onsists of 3 buildings. Excludes Sherator Grand Hotel in Sacramento. Includes ancillary properties :
      one parking garage and two development sites, one of witch is being lot.
• CMCT is the roduct of a megal intern CM Una RET, LLC (CM REIT), a fund
  ommons sy C. Kron GMI (Comercial Part Clerial drivend production production and colores conserver and c Merger. The amounts of regial cash dividends per share are based on the number of
  shares outstanding as of the spirale record dates. NAV prosents the change in the change in Based on fair value.
• www.cimgroup.com | @2018 CIM Group | CMCT CIM Commercial Trust Corporation

CMCT

Class A and Creative Office Portfolio in Gateway Markets

Soulare Feat 534.423 Rentable Sub-Market Lake Merritt
471,337 Lake Merritt
280.610 25 1,1 55 Lake Merritt City Center
216.828 Lake Merritt
1.754.353
66.632 South of Market
21.194 South of Market
87 876
1.842 229
194.659 West Los Angeles
143,361 Mid-Wilsh Ire
55919 West Los Angelles
93339 Beverli Hills
32428 West Los Angeles
519,706
\$19.706
315.9-83 Cap Roll Hill
314,667 Cap Roll Hill
247,337 Cap Roll Hill
877,987
877,987
183.8-85 South
183,885
3.423.807

has been grossed up by adding an rent I ized resents gross monthly base rent, as of June 30, 2016, multiplied by twelve. The amount reflects lotal cash rent before abste
nse reimbursements to base rent. Anualized rent 460

consists of 3 buildings. sice. 8501 South Congress Avenue is counted as one property but consists of 10 buildings and one potential dev

mgroup.com | @2018 CIM Group | CMCT CIM Commercial Trust Corpo

Strong Same-Store Growth Prospects

CMCT

Class A & Creative Office

• Office assets in vibrant and improving urban communities

• » Targeting same-store NOI CAGR of 4% 6% through 20221.2

• 2022 is based on a numbr of assumptions, including an incluated CMCT remain
  anualized dividend rate of S0.4 in the aspital structure of CMCT remails
  unchanged from the tate Additional 11%-2% CAGR potential from development of already owned sites.
  Based on oash and Pro-Forma Cash NOI" on page 9 for calculation of estimated NAV and "Net Asset Value" under "Important Disclosures" on page 32. The illustrative NAV per share at

NOl growth of 5% per year. In addition, as discussed on page 13, CMCT is targeting a oapital structure
that is different from CMCT's ourrent capital stuchure. Further, there Trailing 12-month NO1 excludes results for 1130 Howard Street Value and Pre-Forma Cath
Wilshine Boulevard, acquired in January 2018. Sea "CMCT – Net Asset Value and Pre-Forma

www.clrrgroup.com | @2018 ClM Group | CMCT ClM Commercial Trust Corporation

on page 32.

Maximizing Returns for Shareholders

CMCT

Attractive and Flexible Capital Structure

» Target capital stucture of 45% common equity and 30% debt seeks to enhance common equity returns with low relative risk

Target Unlevered IRR of 10-12% on Assets2

» Each portion of the capital stack provides superior risk adjusted returns

Capital Structure1

III Common Equity Debt & Preferred Equity

Based on fair value of development potential on sites and structure of 45% common equity 25% preferred equity and 30% debt. based on fair value.

www.cimgroup.com | ©2018 CiM Group | CMCT CiM Commercial Trust Corporation

Maximizing Returns for Shareholders

CMCT

» Active and strategic portfolio management to maximize returns to shareholders

6/2016

Date

• 4/2017
  • 6/2017

\$0.73 per share special cash dividend®

12/2017

• In September 2018, June 2017 and December 2017, CMCT repurchased \$80 million, \$576 million and \$310 million, respectively, of common shares in privately negotiated transactions from Urban Partners repurchases to receive the economic benefit of such repurchases. Urban Partners II, LLC waived its in the table above that allowed the common stockholders that did not participate in the share
  -
  • right to reseive these special oash dividends.
    Excludes debtard in Desember 2017 asid in January 2018.
    Dividend in December 2017 asid in January 2018.
    CMCT is the product of

www.cimgroup.com | @2018 CIM Group | CMCT CIM Commercial Trust Corporation

by CIM REIT shareholders prior to the Merger and dividencis on convertible preferred stock received by Urban Partners II, LLC on an as converted basis in the Merger. The amount of regular and special cash ommon stock from January 1, 2014 through June 30, 2018. Excludes a special dividends paid to PMC
Commercial Trust's shareholders in connection with the Merger, but includes 2 dividends per share are based on the number of shares outstanding as of the applicable record dates.

Past performance is not a guarantee of future results.
NAV presented for June 30, 2018 of \$23.96 represents CMCT's NAV as of December 31, 2017. No
NAV has been calculated sin Cash NOI" on page 6 for calculation of estimated NAV and "Net Asset Value" under "Important
Disolosures" on page 32.

Appendix

Community Focused Urban Real Assets Strategy1

CMCT

CIM believes that its community qualification process provides it with a significant competitive advantage when making urban real asset acquisitions.

communities . The qualification process generally takes between six months and is a critical component of CIM's urban asset Since 1994, CIM has qualified 114 communities in high barrier-to-entry markets and has owned and operated assets in 68 of those evaluation. g

CIM Group Qualified Communities

may be qualified within a larger city. As of June 30, 2018. Note that multiple

cling roup.com | @2018 CIM Group | CMCT CIM Commercial Trust Corporation

Resources & Expertise of Institutional Owner Operator

CMCT

CIM Group Co-Founders

CIM Group Principal, CMCT Chairman of the Board Richard Ressler

Founder and President of Orchard Capital Corp., a firm through which Mr. Ressler oversees companies in which Orchard Capital or its affiliates invest

• Co-Founder and a Principal of CIM Group
• 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
• Source Asset Management, a full-service provider of capital and leveraged finance Chairman of executive committee and co-founder of predecessor of Orchard First solutions to U.S. corporations
• 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

CIM Group Principal and CMCT Board Member Avi Shemesh

• Co-Founder and a Principal of CIM Group
• Responsible for responsible for investments, asset management, partner & co-investor relations and portfolio oversight
• Head of CIM's Investments Group and serves on the firm's Investment and Asset Management Committees
• Real asset owner and operator for over 25 years
• including co-founding Dekel Development, which developed a variety of commercial and Previously was involved in a number of successful entrepreneurial real estate activities, multifamily properties in Los Angeles

Shaul Kuba
C/M 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 acquisitions
• Serves on CIM's Investment and Asset Management Committees
  • Real asset owner and operator for over 25 years
• including co-founding Dekel Development, which developed a variety of commercial and Previously was involved in a number of successful entrepreneurial real estate activities, multifamily properties in Los Angeles

www.cimgroup.com | @2018 CIM Group | CMCT CIM Commercial Trust Corporation

Resources & Expertise of Institutional Owner Operator

CMCT

CMCT Management

CMCT Chief Executive Officer, CIM Group Principal Charles Garner

• CEO of CMCT and serves on CIM Group's Investment Committee
• 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 Price waterhouseCoopers 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

CMCT President and Secretary Jan Salit

• 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

CMCT Chief Financial Officer, CIM Group Principal David Thompson

• financial reporting, financial planning and analysis, risk management, internal control Prior to joining CIM Group in 2009, spent 15 years with Hiton Hotels Corporation, most recently as Senior Vice President and Controller responsible for worldwide 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.

CIM Group Principal, Real Estate Services Terry Wachsner

• 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

www.cimgroup.com | @2018 CIM Group | CMCT CIM Commercial Trust Corporation

Key CMCT Submarket: Lake Merritt & City Center

CMCT

Oakland, CA

CMCTIn-Place Rents1/2 Class A Asking Rents3 \$49.45
\$41.69

Favorable Office Dynamics

• Relative Value vs. San Francisco CBD (Class A asking rents): 3 a
• San Francisco \$68.03 -
• Oakland \$49.45
• Limited New Office Supply in Lake Merritt / City Center: Last major office project completed in 20083
  • Proposition M: San Francisco office development limited to 875,000 square feet per year p

An Improving Community

• Transportation: All six BART lines and every major Bay Area highway run through Oakland в
• Amenities Base: Oakland emerging as a "cool" place to live and work
• Residential Development:
• -- ~11,000 new units in 2018-2020 (v. ~165,000 existing)3
• Residential Monthly Asking Rents3

San Francisco - \$3,006 | Oakland - \$2,125

人 ||

CMCT Assets		Asset Type Rentable SF	Leased %	Annualized Rent Per Occupied SFU
Kaiser Plaza	Office	534.423	93.1%	\$41.07
2101 Webster Street	Office	471,337	99.3%	\$41.04
901 Harrison Street	Office	280,610	81.9%	\$45.18
1333 Broadway	Office	251,155	96.0%	\$41.08
2100 Franklin Street	Office	216,828	98.9%	\$41.45
2 Kaiser Plaza4	Land
2353 Webster Street	Garage
Offal		1.754.353	94.1%	\$41.69

applicable, Vhere ent rent. office properties, represents grossed up by adding As of June 30, 2018.
For office properties

designing, having approximately Com CIM as a surface parking lot. used rently being rce: Costar

of future results. not a guarantee tative of future : generally illustrate the philosophy of CIM and may not be 2 Kaiser Plaza is a 44,642 square foot paroel
425,000 to 800,000 rentable square feet.
425,000 to 800,000 rentable square feet.
The examples shown herein have been select Nota

| @2018 CIM Group | CMCT CIM Commercial Trust Corporation almoroup.com

Recent CMCT Transactions

CMCT

ntative of future acquisitions. The examples below have been selected to generally illustrate CIM's philosophy and may not be repress

www.clingroup.com | @2018 CIM Group | CMCT CIM Commercial Trust Corporation

As of June 30, 2018.

Debt and Preferred Stock Summary1

CMCT

As of June 30, 2018			Maturity/	Loan Balance
Mortgages	Interest Gructure	Interest Rate			Amortization
			Expiration Date	(Sin thousands)
1 Kaiser Plaza	Fixed	4.14%	07/01/2026	97.100 ഗ	O
2101 Webster Street	Fixed	4.14%	07/01/2026	83.000	VO
2100 Franklin Street	Fixed	4.14%	07/01/2026	80.000	110
1901 Harrison Street	Fixed	4.14%	07/01/2026	42.500	O
1333 Broadway	Fix ed	4.14%	07/01/2026	39.500	NO
260 Townsend Street	Fixed	4.14%	07/01/2026	28,200	10
830 16 Street	Eixed	4.50%	01/05/2027	46.000	10
Total		4.18%		416,300 દ
Other Debt	Interest Structure	Interest Rate	Expiration Date Maturity/	(\$ in thousands) Loan Balance	Amort ization
SBA 7(a) Loan-Backed Notes	Variable	UBOR + 1.40%	03/20/2043	37.603 S	N/A 2
Total				37.603 S
			Maturity/	Utilization	Maxim um Iimit
Corporate Debt	Interest Structure	Interest Rate	Expiration Date	(\$ in thousands)	(\$ in thousand s)
Unsecured Term Loan Facility	Variable (Hedged)	3.16% -	05/08/2022	170.000 S	NA
Unior Subordinated Notes	Variable	UBOR + 3.25%	03/30/2035	27.070	NA
Unsecured Credit Facility	Variable	UBOR + 1.35%	09/30/2018		Revolver: \$200,000
Total				197,070 ಲ್
Preferred Stock	Interest &ructure	Coupon	Maturity /	Outstanding	TTM Fixed Charge
			Expiration Date	(Sin thousands)	Coverage Ratio
Series A	Fixed	5.50%	N/A	53.747 A	NA
Series L	Fixed	5.50%	N/A	229.251	2.85x
Total				282,998 ಕ

• Excludes: (a) \$19,000 of secured borowings government guaranteed ioans, which repesent sold
  bans that are treated as secured borowings because the loan sales did not meet debt issuance costs.
  • n Mr. 2011. Counced S.S.2000 of the unguaranteed SBA ZA) (a) Caranel Courseler nover SBA 74)
    SBA Tapi vale sasaco of S3.2000 on unanasta CBA 7(a) Constructure and Creater and a verage life of the notes to be approximately 3 years.
    At June 30, 2018, the interest rates applicable to the components of CIM Commercial's Unsecured n

www.cimgroup.com | | @2018 CIM Group | CMCT CIM Commercial Trust Corporation 3.

Credit Facilty were based on LIBOR plus an applicable spread detemined by Cill Commercial's
maximum leverage ratio. As of June 30, 2018, \$0 was outstanding inder the Unsecure

• Our one-noth LIBOR interest rate snage
  • Outstanding Series L Prefered Stock represents total shares issued as of June 30, 2018 of 8,000,740
    multiplied by the stated value of \$28.37 per share. Gross proceeds are not allocated costs or discount.

CMCT Office Portfolio: Top 10 Tenants

CMCT

As of June 30, 2018
Tenant	Property	S&P / Moody's / Credit Rating Fitch)	Expiration Lease	Annualized Rent (in thousands)	Annualized % of Total Rent	Rentable Square Feet	Rentable Square % of Feet
U.S. Fed er all Go vernment Agencies *	Various	AA+ / Aza / AAA	2019-2026	24,379 S	17.0%	558 ଅଟେ	16.3%
Kaiser Foundation Health Plan, Inc.	1 Kaser Plaza / 2101 Webster	AA / - / -	2018-2027	19.340	13.5%	469.023	13.7%
The District of Columbia	899 N Capito I Street	AAJ Aa1 / AA	2021	11,333	79%	205.880	8.0%
Pand or a M edia, In c.	2100 Franklin Street/2101 Webster/3801 S Congress Avenue	-1-1-	2018-2020	7.420	52%	187,004	5.5%
Wells Fargo Bank, N.A.	1901 Harrison 9 reet	A+ / Aa1 / -	2019-2023	4,241	30%	87.000	2.5%
Farmers Group, Inc.	4750 Wilsh ire Boulle vard	AJ #21 -	2019	3,848	2.7%	143,361	4 2%
Delt a Dent al	1333 Broadway	-J = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = / = /	2018-2028	3,712	26%	82 923	2.4%
Neighbor ho od Rain vestment Co rp or at io n	999 N Capito I Street	-1-1-	2023	3,450	2.4%	67,811	20%
MURG Union Bank, N.A.	9460 Wilsh ire Bou le var d	AJ Aa2 / A	2020	3.104	22%	26.044	0.8%
Save the Children Federation. Inc.	899 N Qupito Street	-1-1-	2029	2.704	19%	58.768	1.7%
Total for Top Ten Tenants				83,531	58.4%	1,887,159	55.1%
All Other Tenants				59,837	41.8%	1,331,778	38.9%
Vacan t					0.0%	204.872	6.0%
Total for Portfolio				143 368 રે	100.0%	3,423,807	100.0%

Repearls gross noth be and an 20, 2018, multiple by the in the store assements. When applicable, annuated resis are been grossed up by adding annualized
experies in filment

www.citrgroup.com | | @2018 CIM Group | CMCT CIM Commercial Trust Corporation

Positive Leasing Trends / Manageable Lease Expirations+

CMCT

Three Months Ended

	20-11 11 -18		31-Mar-18		31-Dec-11		30-Sep-17	30-111-11
Number of Transactions				15		10	15
Rentable Square Feet		25,898		61,460		54,444	142,319	48,573
All - Recurring
New Cash Rents per Square Foot"		45.25		65.29		37.66	48.35	50.53
Expiring Cash Rents per Square Foot		38.67		50.15		29.42	38.86	44.80
Rentable Square Feet		19,442		47,581		38,588	134.093	22,910
Cash Rent Spread		17%		30%		28%	24%	13%

Lease Expirations as a % of Annualized Office RentS

For all periods presented, leasing activity for the assets sold prior to June 30, 2018 is excluded.
Based on the number of tenants having leases with terms longer than twelv

Recuring neins space that was vasar for more hands party lies pay years, spose when the previous a related party, north-nonth-leases and beases with an original terro f east twelve months.

Cash ents renesent gross northy base ent, multiple to the before abatements. Vitee application on has been grossed up y adding annualized experse

einhuseners (not he m.).
Repearls most north) base ent, as ol June 3, 2010, multiple in the anount relied statements. Where applicate, anulized rent has been grossed up by a

Expirations are for the period from July 1, 2018 and includes 30,103 square feet of month-to-month-to-month leases.

www.cimgroup.com

CMCT

Reconciliations and Important Disclosures

Net Operating Income Reconciliations (1/4)

CMCT

property income and expense reimbursements less property related expenses and excludes define Cash NOI as segment NOI adjusted to exclude the effect of the straight lining of rents, results of our operating segments using cash basis net operating income ("Cash NOI"). We acquired above/below market lease amortization and other adjustments required by GAAP. CIM Commercial internally evaluates the operating performance and financial results of its impairment of real estate, transaction costs and provision for income taxes. For the lending segment, we define net operating income as interest income, net of interest expense and corporate related general and administrative expenses, gain (loss) on sale of real estate, general overhead expenses. We also evaluate the operating performance and financial segments based on segment net operating income, which is defined as rental and other non-property income and expenses, interest expense, depreciation and amortization,

that Cash NOI is helpfulto investors because it eliminates straight line rent and other noncalculate segment NOI or Cash NOI in the same manner. We consider segment NOI and operating activities as measured by GAAP and should not be considered alternatives to trends in occupancy rates, rentalrates and operating costs, providing a perspective not immediately apparent from income from continuing operations. Additionally, we believe segment NOI and net income attributable to the Company for the twelve months ended associated with owning and operating our properties and the impact to operations from Cash NOI to be useful performance measures to investors and management because, Segment NOI and Cash NOI are not measures of operating results or cash flows from income from continuing operations, or to cash flows as a measure of liquidity, or as an cash adjustments to revenue and expenses. Below is a reconciliation of Cash NOI to indication of our performance, or of our ability to pay dividends. Companies may not when compared across periods, they reflect the revenues and expenses directly December 31, 2015, 2016 and 2017, and the six months ended June 30, 2018.

(S in thousands) (Unaudited)

		Twelve Months Ended		Six Months Ended
	December 31, 2015	December 31,2016	December 31,201	June 30, 2018
Net income attributable to the Company	24,392	34,547	379,737	2,555
Total Segm ent NOI	136,294	133.406	128,452	57.577
Less Segment NOI from assets sold prior to June 30, 2018	56.406	43,589	28.104
Pro-forma Segment NOI	79,888	89,817	100,348	,577 57.
Pro-forma Segment NOI Breakdown:
Pro-forma Segment NOI - Lending	2.794	4.556	5,333	3.116
Pro-forma Segment NOI - Hotel	12,227	13,322	13,388	8,050
Pro-forma Segment NOI - Office	64,867	636	62 81	46.411
Pro-forma Segment NOI	79,888	89,817	100,348	57.577
2 kisser Paza was acquired in August 2015. The property is income attitustible to the Company and Pro-forma Segment NOL beginning on the acquisition date

Hovard was acquired in Deember 2017. The income attributable to the Company and Pro-forms Segment NO beginning on the aquisition data. 1130 |
9460 |

www.clrgroup.com | | ©2018 ClM Group | CMCT CIM Commercial Trust Corporation

Net Operating Income Reconciliations (2/4)

CMCT

	Office	Mult if am illv	Hotel	Lending	Total
			(\$ in thousands, unaudited)
Cash NOI	43.603 un	ತಿ	ડુ 8.051 03	3.098	2,807 54.752 on
Deferred rent and amortization of intangible assets, liabilities and lease inducements Braight line rent, below-market ground lease and amortization of intangible assets	2,808		(1)	18	18
Segment Net Operating Income	48.411 on	on	క్ర 050 8 ಲಿ	3.116	67.577 S
Asset management and other fees to related parties					(11,114)
Interest expense					(12.960)
General and administrative					(3.435)
Transaction costs					(344)
Depreciation and amortization					(26,473)
noome before provision for income taxes					3.251
Provision for income taxes					(680)
Net income					2.571
Net income attributable to noncontrolling interests					(16)
Net income attributable to the Company					2.555 ur
			Twelve Months Ended December 31, 2017
	Office	Mult if am illv	Hotel	Lending	Total
			(S in thousands, unaudited)
Cash NOI	102,918 en	5.810 0	ಲಿ 13,446 ಳು	6,293	127,487 S
Deferredrent and amortization of intangible assets, liabilities and lease inducements	2.255	(88)	3		2,172
Braight line rent, below-market ground lease and amortization of intangible assets	(833)	(276)		40	(1,069)
Lease termination income	(118)				(118
Segment Net Operating Income	104.222 en	5,448 ಲಿ	ಲಿ 13.449 త్ర	5,333	128,452 ಳಿಗ
Asset management and other fees to related parties					(26,787
Interest expense					(35,924)
Gener al and administrative					(3,018)
Tr ansaction costs					(11,862)
Depreciation and amortization					(58,364)
Impairment of real estate					(13,100)
Gain on sale of real estate					401,737
noome before provision for income taxes					381.134
Provision for income taxes					(1.376)
Net income					379,758
Net income attributable to noncontrolling interests					(21)
Net income attributable to the Company					379,737 ហ

rust

| ล

Net Operating Income Reconciliations (3/4)

CMCT

						Twelve Months Ended December 31, 2016
		Office		Multifamily		Hotel		Lending		Total
				in (S		thous ands, unaudited
Cash NOI		99.448	0	583 00	ಲಿ	15.917	on	4,522	ತ	128,470
Deferred rent and amortization of intangible assets, liabilities and lease inducements		6.687		80		ಗು				6.584
Braight line rent below-market ground lease and amortization of intangible assets		(1.249)		551				34		1.766
Lease termination income
Segment Net Operating Income	ਵ	104.984	n	7.946	2	15,920	ಲ್	4,556	ਡ	133,406
Asset management and other fees to related parties										(30.327
Interest expense										(33,848)
Gener al and administrative										(4.231)
Trans action costs										(340)
Depreciation and amortization										(71,968)
Gain on sale of realestate										39,888
Income from continuing operations before provision for income taxes										32,358
Provision for income taxes										(1,646
Net income from continuing operations										30,712
Discontinued oper ations
Income from operations of assets held for sale										3.853
Net income from discontinued oper ations										3,853
Net income										34.505
Net income attributable to noncontrolling interests										(18)
Net income attributable to the Company										34,547

www.cling.com | ©2018 ClM Group | CMCT CIM Commercial Trust Corporation

Net Operating Income Reconciliations (4/4)

CMCT

		Twelve Months Ended December 31, 2015
	Office	Mult if am ily		Hotel	Lending			Total
				(S in thousands, unaudited)
ash NOI	102.792	6.758 ತಿ	ಲ್	19.458	క్ర	2,860	ಲ್	131,868
Deferred rent and amortization of intangible assets, liabilities and lease inducements	485 0	346		प				6.835
Bad debt expense	(510)							(510
Straight line r ent, below-market ground lease and amortization of intangible assets	(1,282)	551				(CB)		(1,899)
egment Net Operating Income	107.485	ര 553 01	ഗ്ര	19.462	ഗ്ര	2.794	v	136,294
Asset management and other fees to related parties								(29,319)
Interest expense								22,785
General and administrative								(6.621)
Trans action costs								(1,382)
Depreciation and amortization								(72,361)
Gain on sale of real estate								3,092
anome from continuing operations								6,918
Provision for income taxes								(806)
et income from continuing operations								6,112
is continued oper ations
Income from operations of assets held for sale								13,140
Gain on disposition of assets held for sale								5.151
et income from discontinued oper ations								18,291
income et								24,403
et income attributable to noncontrolling interests								(11)
et income attributable to the Company								24,392

.clmgroup.com | @2018 ClM Group | CMCT CIM Commercial Trust Corporation

Important Disclosures

CMCT

Assets Owned and Operated

operated by CIM on behalf of partners (including where CIM contributes alongside for its own account)and co-investors, whether or not CIM has discretion, in each case without duplication. AOO includes total gross assets at fair value, with real assets presented on the basis described in the Book Value disclosure and operating companies presented at gross assets less debt, as of March 31, 2018 (the "Report Date") (including the shares unfunded commitments. AOO also includes the \$0.3 billion of AOO attributable to CIM Assets Owned and Operated (AOO) represents the aggregate assets owned and of such assets owned by joint venture partners and co-investments), plus binding Compass Latin America (CCLA), which is 50% owned and jointly operated by CIM. AOO for CMMT Partners, L.P. (which represents assets under management), a perpetual-life real estate debt fund, is \$0.4 billion as of the Report Date.

book values generally represent undepreciated cost (as reflected in SEC-filed financial Book Value for each investment generally represents the investment's book value as value basis. These book values generally represent the asset's third-party appraised reflected in the applicable fund's unaudited financial statements as of the Report Date value as of the Report Date, but in the case of CIM's Cole Net-Lease Asset strategy, prepared in accordance with U.S. generally accepted accounting principles on a fair statements )

liquidation" assuming that on the date of determination that: (i) investments are sold at Net Asset Value (NAV) represents the distributable amount based on a "hypothetical accordance with applicable documents, as determined in accordance with applicable appropriate adjustments and/or allocations between equity partners are made in their Book Values; (ii) debts are paid and other assets are collected; and (iii) accounting guidance.

Net Asset Value

activities occurring after December 31, 2017 that would have an impact on our estimated involves a number of subjective assumptions, estimates and judgments that may not be real estate, capital markets, economic and other assumptions, estimates and judgments materially from ours. Additionally, the estimated NAV does not give effect to changes in Securities and Exchange Commission provides rules on the methodology we must use for calculating estimated NAV. Different firms using different property-specific, general accurate or complete. We believe there is no established practice among public RET's Common Stock of \$23.96. Neither the Financial Industry Regulatory Authority nor the Thus, other public RETTs' methodologies used to calculate estimated NAV may differ could derive an estimated NAV that is significantly different from our estimated NAV. value, investment activities, capital activities, indebtedness levels, and other various to determine our estimated NAV per share. The determination of estimated NAV As of December 31, 2017, we have established an estimated NAV per share of NAV.

estimated NAV. We engaged various third party appraisal firms to perform appraisals of investments in real estate were based on appraisals obtained as of December 31, 2017. our real estate assets and the assets of our lending segment as of December 31, 2017. The estimated NAV per share of \$23.96 was calculated relying in part on appraisals of our real estate assets and the assets of our lending segment. The table "Estimated Net Asset Value" on page 6 sets forth the material items included in the calculation of our Except for one office property acquired in December 2017, which was based on the purchase price (including transaction costs that were capitalized and assumption of The fair values of the assets of our lending segment were based on an appraisal liabilities) negotiated with the unrelated third-party seller, the fair values of our obtained as of December 31, 2017.

The December 31, 2017 appraisals were performed in accordance with standards set forth by the American Institute of Certified Public Accountants. Each of our appraisals were prepared by personnel who are subject to and in compliance with the code of certification programs of the professional appraisal organizations of which they are professional ethics and the standards of professional conduct set forth by the members.

www.cimgroup.com | @2018 CIM Group | CMCT CIM Commercial Trust Corporation