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Creative Media & Community Trust Corporation — Interim / Quarterly Report 2019
Nov 10, 2019
6737_rns_2019-11-10_af211e89-0a2d-45df-b664-ebd104bb4224.pdf
Interim / Quarterly Report
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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): November 8, 2019
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
(Address of principal executive offices) (Registrant's telephone number)
Identification No.)
(I.R.S. Employer
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 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.
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, \$0.001 Par Value | CMCT | Nasdaq Global Market |
| Common Stock, \$0.001 Par Value | CMCT-L | Tel Aviv Stock Exchange |
| Series L Preferred Stock, \$0.001 Par Value | CMCTP | Nasdaq Global Market |
| Series L Preferred Stock, \$0.001 Par Value | CMCTP | Tel Aviv Stock Exchange |
Item 2.02 Results of Operations and Financial Condition
On November 8, 2019, CIM Commercial Trust Corporation (the "Company") issued a press release announcing its financial results for the quarter ended September 30, 2019. 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 Q3 2019 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 November 8, 2019, regarding the Company's financial results for the quarter ended September 30, 2019. |
||||
| 99.2 | Investor Presentation Q3 2019. |
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: November 8, 2019
CIM COMMERCIAL TRUST CORPORATION
By: /s/ Nathan D. DeBacker Nathan D. DeBacker, Chief Financial Officer

CIM Commercial Trust Corporation Reports 2019 Third Quarter Results
Dallas—(November 8, 2019) CIM Commercial Trust Corporation (NASDAQ: CMCT and TASE: CMCT-L) ("we", "our", "CMCT", "CIM Commercial", or the "Company"), a real estate investment trust ("REIT") that primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving metropolitan communities throughout the United States, today reported operating results for the three and nine months ended September 30, 2019.
On September 3, 2019, the previously announced one-for-three reverse stock split of our common stock became effective. All of the share and per share amounts in this release reflect the effect of such reverse stock split.
Third Quarter 2019 Highlights
- x Annualized rent per occupied square foot(1) on a same-store(2) basis increased 10.2% to \$47.96 as of September 30, 2019 compared to \$43.52 as of September 30, 2018.
- x Our same-store(2) office portfolio was 87.8% leased as of September 30, 2019 compared to 95.9% as of September 30, 2018. The decrease is primarily due to the repositioning of an office property in Los Angeles, California.
- x During the third quarter of 2019, we executed 43,308 square feet of leases with terms longer than 12 months, of which 25,626 square feet were recurring leases executed at our same-store(2) office portfolio, representing same-store(2) cash rent growth per square foot of 8.2%.
- x Net loss attributable to common stockholders was \$1,622,000, or \$0.11 per diluted share, for the third quarter of 2019 compared to \$4,448,000, or \$0.30 per diluted share, for the third quarter of 2018.
- x Same-store(2) office segment net operating income(3) ("NOI") increased 0.8%, while same-store(2) office cash NOI (3) decreased 6.5%, for the third quarter of 2019 as compared to the corresponding period in 2018. The decrease in samestore(2) office cash NOI(3) is primarily due to the repositioning of an office property in Los Angeles, California.
- x Funds from operations ("FFO") attributable to common stockholders(4) was \$3,256,000, or \$0.22 per diluted share, for the third quarter of 2019 compared to \$8,862,000, or \$0.61 per diluted share, for the third quarter of 2018.
-
(1) Annualized rent per occupied square foot represents gross monthly base rent under leases commenced as of the specified periods, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Annualized rent for certain office properties includes rent attributable to retail.
-
(3) Please see our reconciliations of office, hotel, lending, and total segment NOI to net income attributable to the Company starting on page 13.
- (4) Please see page 11 for a reconciliation of net income (loss) attributable to common stockholders to FFO attributable to common stockholders and a discussion of the benefits and limitations of FFO as a supplemental measure of operating performance.
(2) Please see our definition of "same-store properties" on page 12.
Completion of the Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock
We completed the previously announced program to unlock embedded value in our portfolio, enhance growth prospects and improve the trading liquidity of our common stock (the "Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock"):
- x Sale of Assets. During 2019, we sold ten properties in connection with the Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock and a review of our portfolio. These sales generated an aggregate gross sales price to the Company of \$990,996,000. No further property sales will be made under the Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock.
- x Repayment of Certain Indebtedness. We used a portion of the net proceeds from the asset sales to repay certain of our indebtedness.
- x Return of Capital to Holders of Common Stock. On August 30, 2019, we paid a special cash dividend of \$42.00 per share of common stock (\$14.00 per share of common stock prior to the one-for-three reverse stock split of our common stock), or \$613,294,000 in the aggregate.
- x CIM REIT Liquidation. We have been informed by CIM Group that the liquidation of CIM Urban REIT, LLC ("CIM Urban REIT"), a CIM-operated vehicle that was our principal stockholder, has been substantially completed. In connection with such liquidation, CIM Urban REIT (i) distributed approximately 10,624,000 shares of our common stock, representing approximately 72.8% of the outstanding shares of our common stock as of November 7, 2019, to a diverse group of institutional investors that were former members of CIM Urban REIT and (ii) sold approximately 2,468,000 shares of our common stock in October 2019, representing approximately 16.9% of the outstanding shares of our common stock as of November 7, 2019, for \$19.1685 per share to an affiliate of CIM Group in a private transaction. As of November 7, 2019, CIM Group, its affiliates, and directors and officers of CIM Commercial have an aggregate economic interest in approximately 19.2% of the outstanding shares of our common stock.
On October 22, 2019, we commenced a cash tender offer to purchase up to one-third of our outstanding shares of Series L preferred stock at a purchase price of \$29.12 per share (of which \$1.39 reflects the amount of dividends on the Series L preferred stock that will be accrued as of November 20, 2019, the expiration date of the tender offer), as converted to and to be paid in new Israeli shekels ("ILS").
Management Commentary
"I am pleased to report that our previously announced plan to unlock embedded value in our portfolio has been successfully completed. We sold nearly \$1 billion of assets at 98.5% of appraised value and paid a special dividend of approximately \$613.3 million to our common stockholders," said David Thompson, CIM Commercial's Chief Executive Officer.
"The recent purchase of approximately \$47.3 million of our common stock by an affiliate of CIM Group (at approximately \$19.17 per share) from the former principal stockholder of the Company demonstrates CIM Group's belief in the strength and potential of CIM Commercial's underlying portfolio of properties. It further aligns the interests of the stockholders of CIM Commercial with CIM Group, the operator of CIM Commercial."
"Going forward, we are focused on growing CIM Commercial through three value-add projects already underway, contractual rent increases, increasing below market in-place leases to market rates in our high-quality metropolitan portfolio and accretive acquisitions. We will also continue to actively manage our portfolio through ongoing hold/sell analysis to ensure each asset fits our overall strategy."
Guidance
We reaffirm our previously announced guidance for 2019 NOI and net income (loss) attributable to common stockholders as follows:
2019 Outlook
| Low | High | |||||
|---|---|---|---|---|---|---|
| (Unaudited, estimated and in millions) | ||||||
| Cash NOI from retained properties and lending activities | \$ | 47.1 | \$ | 48.1 | ||
| Non-cash adjustments from retained properties and lending activities | 4.1 | 4.1 | ||||
| Segment NOI from retained properties and lending activities | 51.2 | 52.2 | ||||
| Segment NOI from sold properties | 16.0 | 16.0 | ||||
| Total Segment NOI | 67.2 | 68.2 | ||||
| Asset management and other fees to related parties and G&A | (21.0) | (20.5) | ||||
| Depreciation and amortization, interest expense, non-segment interest and other income, provision for income taxes, redeemable preferred stock dividends declared or accumulated, |
||||||
| and net income attributable to noncontrolling interests | (52.2) | (52.2) | ||||
| Gain on sale of real estate, impairment of real estate, loss on early extinguishment of debt, and | ||||||
| transaction costs | 333.6 | 333.6 | ||||
| Net income attributable to common stockholders | \$ | 327.6 | \$ | 329.1 |
Key 2019 Assumptions
- x No acquisitions or additional dispositions after the sale of two office properties and one development site, all in Washington, D.C., on July 30, 2019, will occur during the remainder of 2019.
- x No future transaction costs, offerings or share repurchases (including the tender offer in respect of the Series L preferred stock) have been assumed, except for continued monthly issuances of Series A preferred units.
Financial Highlights
As of September 30, 2019, our real estate portfolio consisted of 11 assets, all of which are fee-simple properties. The portfolio included 9 office properties (including one development site, which is being used as a parking lot), totaling approximately 1.3 million rentable square feet, and one hotel, with an ancillary parking garage, which has 503 rooms. We also own and operate a lending business.
Third Quarter 2019
Net loss attributable to common stockholders was \$1,622,000, or \$0.11 per diluted share of common stock, for the three months ended September 30, 2019, compared to \$4,448,000, or \$0.30 per diluted share of common stock, for the three months ended September 30, 2018, primarily due to asset sales. The decrease was primarily attributable to a decrease of \$8,130,000 in depreciation and amortization, a decrease of \$4,294,000 in interest expense not allocated to our operating segments, a decrease of \$2,052,000 in asset management and other fees to related parties not allocated to our operating segments, an increase of \$1,408,000 in interest and other income not allocated to our operating segments, and the gain on sale of real estate of \$302,000, partially offset by a decrease of \$12,405,000 in segment NOI(5), an increase of \$549,000 in redeemable preferred stock dividends declared or accumulated, an increase of \$325,000 in transaction costs, and an increase of \$99,000 in general and administrative expense not allocated to our operating segments.
FFO attributable to common stockholders(6) was \$3,256,000, or \$0.22 per diluted share of common stock, for the three months ended September 30, 2019, compared to \$8,862,000, or \$0.61 per diluted share of common stock, for the three months ended September 30, 2018, primarily due to asset sales. The decrease in FFO attributable to common stockholders(6) was primarily attributable to a decrease of \$12,405,000 in segment NOI(5), an increase of \$549,000 in redeemable preferred stock dividends declared or accumulated, an increase of \$325,000 in transaction costs, and an increase of \$99,000 in general and administrative expense not allocated to our operating segments, partially offset by a decrease of \$4,294,000 in interest expense not allocated to our operating segments, a decrease of \$2,052,000 in asset management and other fees to related parties not allocated to our operating segments, and an increase of \$1,408,000 in interest and other income not allocated to our operating segments.
Year to Date 2019
Net income attributable to common stockholders was \$334,269,000, or \$21.24 per diluted share of common stock, for the nine months ended September 30, 2019, compared to net loss attributable to common stockholders of \$(9,350,000), or \$(0.64) per diluted share of common stock, for the nine months ended September 30, 2018.
FFO attributable to common stockholders(6) was \$(7,840,000), or \$(0.54) per diluted share of common stock, for the nine months ended September 30, 2019, compared to \$30,433,000, or \$2.09 per diluted share of common stock, for the nine months ended September 30, 2018. FFO attributable to common stockholders(6) for the nine months ended September 30, 2019 includes \$29,982,000, or \$2.05 per diluted share of common stock in loss on early extinguishment of debt incurred in connection with the sale of certain assets in 2019 primarily related to the legal defeasance and prepayment of mortgage loans collateralized by such properties.
(6) Please see page 11 for a reconciliation of net income (loss) attributable to common stockholders to FFO attributable to common stockholders and a discussion of the benefits and limitations of FFO as a supplemental measure of operating performance.

(5) Please see our reconciliations of office, hotel, lending, and total segment NOI to net income attributable to the Company starting on page 13.
Segment Information
Our reportable segments during the three months ended September 30, 2019 and 2018 consisted of two types of commercial real estate properties, namely, office and hotel, as well as a segment for our lending business. Net loss attributable to common stockholders was \$1,622,000, or \$0.11 per diluted share of common stock, for the three months ended September 30, 2019, compared to \$4,448,000, or \$0.30 per diluted share of common stock, for the three months ended September 30, 2018, which represents a decrease of \$2,826,000, or \$0.19 per diluted share of common stock. Total segment NOI(7) was \$12,927,000 for the three months ended September 30, 2019, compared to \$25,332,000 for the three months ended September 30, 2018.
Office
Same-Store(8)
Same-store(8) office segment NOI(7) increased 0.8% on a GAAP basis and decreased 6.5% on a cash basis for the three months ended September 30, 2019 compared to the three months ended September 30, 2018. The increase in same-store(8) office segment NOI(7) is primarily due to an increase in rental revenue at certain of our properties due to increases in rental rates as a result of leasing activity and an increase in expense reimbursements at one of our properties, partially offset by lower revenues and higher expenses at an office property in Los Angeles, California that is being repositioned into vibrant, collaborative office space after the expiration in April 2019 of a lease agreement for 100% of such property, which space has been partially occupied by a related party since May 2019.
At September 30, 2019, the Company's same-store(8) office portfolio was 87.2% occupied, a decrease of 710 basis points year-overyear on a same-store(8) basis, and 87.8% leased, a decrease of 810 basis points year-over-year on a same-store(8) basis. The annualized rent per occupied square foot(9) on a same-store basis was \$47.96 at September 30, 2019 compared to \$43.52 at September 30, 2018. During the three months ended September 30, 2019, the Company executed 25,626 square feet of recurring leases at our same-store(8) office portfolio, representing same-store(8) cash rent growth per square foot of 8.2%.
Total
Office segment NOI(7) decreased to \$9,639,000 for the three months ended September 30, 2019, from \$21,898,000 for the three months ended September 30, 2018. The decrease is primarily attributable to the sale of three office properties and a parking garage in Oakland, California, the sale of an office property in Washington, D.C., and the sale of an office property in San Francisco, California, all of which were consummated in March 2019, the sale of an office property in Oakland, California, which was consummated in May 2019, the sale of two office properties in Washington, D.C., which was consummated in July 2019, and lower revenues and higher expenses at an office property in Los Angeles, California that is being repositioned into vibrant, collaborative office space after the expiration in April 2019 of a lease agreement for 100% of such property, which space has been partially occupied by a related party since May 2019, partially offset by increases in rental revenue at certain of our properties due to increases in rental rates as a result of leasing activity and an increase in expense reimbursements at one of our properties.
(9) Annualized rent per occupied square foot represents gross monthly base rent under leases commenced as of the specified periods, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Annualized rent for certain office properties includes rent attributable to retail.

(7) Please see our reconciliations of office, hotel, lending, and total segment NOI to net income attributable to the Company starting on page 13.
(8) Please see our definition of "same-store properties" on page 12.
Hotel
Hotel segment NOI(10) was \$2,399,000 for the three months ended September 30, 2019, compared to \$2,596,000 for the three months ended September 30, 2018.
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(10) was \$889,000 for the three months ended September 30, 2019, compared to \$838,000 for the three months ended September 30, 2018. The increase is primarily attributable to a decrease in interest expense as a result of a reduction in the balance outstanding on our SBA 7(a) loan-backed notes and secured borrowings and an increase in servicing asset income, partially offset by a decrease in premium income from the sale of the guaranteed portion of our SBA 7(a) loans.
Debt and Equity
During the three months ended September 30, 2019, we issued 490,374 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 \$11,179,000. 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.
On September 3, 2019, we effectuated a one-for-three reverse stock split of our common stock (the "Reverse Stock Split").
On October 22, 2019, we commenced a cash tender offer to purchase up to one-third of our outstanding shares of Series L preferred stock at a purchase price of \$29.12 per share (of which \$1.39 reflects the amount of dividends on the Series L preferred stock that will be accrued as of November 20, 2019, the expiration date of the tender offer), as converted to and to be paid in new Israeli shekels ("ILS").
Dispositions
On July 30, 2019, we sold 100% fee-simple interests in two office properties and one development site, all in Washington, D.C., to an unrelated third-party for an aggregate gross sales price of \$181,000,000.
(10) Please see our reconciliations of office, hotel, lending, and total segment NOI to net income attributable to the Company starting on page 13.
Dividends
On August 8, 2019, we declared a quarterly cash dividend of \$0.0750 per share of our common stock (\$0.0250 per share of our common stock prior to the Reverse Stock Split), which was paid on September 18, 2019 to stockholders of record at the close of business on September 6, 2019.
On August 8, 2019, in connection with the Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock, we declared a special cash dividend of \$42.00 per share of our common stock (\$14.00 per share of common stock prior to the Reverse Stock Split), or \$613,294,000 in the aggregate, that was paid on August 30, 2019 to stockholders of record at the close of business on August 19, 2019. The Special Dividend was funded primarily by the net proceeds (after the repayment of debt) received from the sale of ten properties during 2019 and borrowings on our revolving credit facility.
Further, we declared a quarterly cash dividend of \$0.34375 per share of our Series A preferred stock, or portion thereof for issuances during the period from July 1, 2019 to September 30, 2019, which was paid on October 15, 2019 to stockholders of record at the close of business on October 7, 2019.
About CIM Commercial
CIM Commercial is a real estate investment trust that primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving metropolitan communities throughout the United States. Its properties are primarily located in Los Angeles and the San Francisco Bay Area. CIM Commercial 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 onsite property management capabilities (www.cimcommercial.com).
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements about CIM Commercial's outlook for net income (loss), NOI and derivations thereof. Such forward-looking statements are based on particular assumptions that management of CIM Commercial 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. 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 risks and uncertainties include those associated with (i) the timing, form and operational effects of CIM Commercial's development activities, (ii) the ability of CIM Commercial to raise in place rents to existing market rents, and (iii) general economic, market and other conditions. For a further list and description of the risks and uncertainties inherent in forwardlooking statements, see CIM Commercial's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and the Registration Statement on Form S-11 (No. 333-210880) relating to the Series A preferred stock.
Forward-looking statements are not guarantees of performance or results and speak only as of the date such statements are made. CIM Commercial undertakes no obligation to publicly update or release any revisions to its forward-looking statements, whether to reflect new information, future events, changes in assumptions or circumstances or otherwise, except as required by law.
For CIM Commercial Trust Corporation Media Relations: Bill Mendel, 212-397-1030 [email protected] or Shareholder Relations: Steve Altebrando, 646-652-8473 [email protected]

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets
| Investments in real estate, net \$ 505,966 \$ 1,040,937 Cash and cash equivalents 14,600 54,931 Restricted cash 11,507 22,512 Loans receivable, net 71,576 83,248 Accounts receivable, net 5,121 6,640 Deferred rent receivable and charges, net 34,316 84,230 Other intangible assets, net 7,740 9,531 Other assets 9,026 18,197 Assets held for sale, net — 22,175 TOTAL ASSETS \$ 659,852 \$ 1,342,401 LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY LIABILITIES: Debt, net \$ 227,727 \$ 588,671 Accounts payable and accrued expenses 16,960 41,598 Intangible liabilities, net 1,562 2,872 Due to related parties 6,740 10,951 Other liabilities 9,046 16,535 Liabilities associated with assets held for sale, net — 28,766 Total liabilities 262,035 689,393 COMMITMENTS AND CONTINGENCIES REDEEMABLE PREFERRED STOCK: Series A, \$0.001 par value; 36,000,000 shares authorized; 1,642,763 and 1,641,563 shares issued and outstanding, respectively, at September 30, 2019 and 1,566,386 and 1,565,346 shares issued and outstanding, respectively, at December 31, 2018; liquidation preference of \$25.00 per share, subject to adjustment 37,216 35,733 EQUITY: Series A cumulative redeemable preferred stock, \$0.001 par value; 36,000,000 shares authorized; 2,462,104 and 2,450,417 shares issued and outstanding, respectively, at September 30, 2019 and 1,287,169 and 1,281,804 shares issued and outstanding, respectively, at December 31, 2018; liquidation preference of \$25.00 per share, subject to adjustment 60,987 31,866 Series L cumulative redeemable preferred stock, \$0.001 par value; 9,000,000 shares authorized; 8,080,740 shares issued and outstanding at September 30, 2019 and December 31, 2018; liquidation preference of \$28.37 per share, subject to adjustment 229,251 229,251 Common stock, \$0.001 and \$0.003 par value; 900,000,000 shares authorized; 14,602,149 and 14,598,357 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively (11) 15 44 Additional paid-in capital 788,342 790,354 Accumulated other comprehensive income — 1,806 Distributions in excess of earnings (718,493) (436,883) Total stockholders' equity 360,102 616,438 Noncontrolling interests 499 837 Total equity 360,601 617,275 |
September 30, 2019 | December 31, 2018 | ||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY | \$ | 659,852 | \$ | 1,342,401 |
(11) All share and per share amounts have been adjusted to give retroactive effect to the one-for-three reverse stock split of our common stock effected on September 3, 2019.
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations (Unaudited and in thousands, except per share amounts)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||
|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||||
| REVENUES: | |||||||
| Rental and other property income | \$ | 17,306 \$ | 36,606 \$ | 73,306 \$ | 109,575 | ||
| Hotel income | 7,734 | 7,715 | 27,087 | 27,564 | |||
| Interest and other income | 4,175 | 3,286 | 12,955 | 10,306 | |||
| 29,215 | 47,607 | 113,348 | 147,445 | ||||
| EXPENSES: | |||||||
| Rental and other property operating | 13,286 | 20,405 | 49,197 | 59,086 | |||
| Asset management and other fees to related parties | 3,981 | 6,121 | 14,155 | 18,475 | |||
| Interest | 2,403 | 6,965 | 8,998 | 20,409 | |||
| General and administrative | 1,384 | 1,205 | 4,793 | 6,496 | |||
| Transaction costs | 340 | 15 | 600 | 359 | |||
| Depreciation and amortization | 5,180 | 13,310 | 21,995 | 39,783 | |||
| Loss on early extinguishment of debt | — | — | 29,982 | — | |||
| Impairment of real estate | — | — | 69,000 | — | |||
| 26,574 | 48,021 | 198,720 | 144,608 | ||||
| Gain on sale of real estate | 302 | — | 433,104 | — | |||
| INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 2,943 | (414) | 347,732 | 2,837 | |||
| Provision for income taxes | 87 | 115 | 686 | 795 | |||
| NET INCOME (LOSS) | 2,856 | (529) | 347,046 | 2,042 | |||
| Net (income) loss attributable to noncontrolling interests | (8) | 1 | 165 | (15) | |||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 2,848 | (528) | 347,211 | 2,027 | |||
| Redeemable preferred stock dividends declared or accumulated | (4,470) | (3,921) | (12,934) | (11,380) | |||
| Redeemable preferred stock redemptions | — | 1 | (8) | 3 | |||
| NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | \$ | (1,622) \$ | (4,448) \$ | 334,269 \$ | (9,350) | ||
| NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | |||||||
| PER SHARE(12): | |||||||
| Basic | \$ | (0.11) \$ | (0.30) \$ | 22.90 \$ | (0.64) | ||
| Diluted | \$ | (0.11) \$ | (0.30) \$ | 21.24 \$ | (0.64) | ||
| WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING | |||||||
| (12): | |||||||
| Basic | 14,598 | 14,598 | 14,598 | 14,597 | |||
| Diluted | 14,599 | 14,598 | 15,825 | 14,597 | |||
(12) All share and per share amounts have been adjusted to give retroactive effect to the one-for-three reverse stock split of our common stock effected on September 3, 2019.
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 for 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 pershare amounts for net income (loss) attributable to common stockholders for the three and nine months ended September 30, 2019 and 2018:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||
|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||||
| Numerator: | |||||||
| Net (loss) income attributable to common stockholders | \$ | (1,622) \$ | (4,448) \$ | 334,269 | \$ (9,350) |
||
| Redeemable preferred stock dividends declared on dilutive shares(13) | — | — | 1,917 | — | |||
| Diluted net (loss) income attributable to common stockholders | \$ | (1,622) \$ | (4,448) \$ | 336,186 | \$ (9,350) |
||
| Denominator(14): | |||||||
| Basic weighted average shares of Common Stock outstanding | 14,598 | 14,598 | 14,598 | 14,597 | |||
| Effect of dilutive securities—contingently issuable shares(13) | 1 | — | 1,227 | — | |||
| Diluted weighted average shares and common stock equivalents outstanding | 14,599 | 14,598 | 15,825 | 14,597 | |||
| Net (loss) income attributable to common stockholders per share(14): | |||||||
| Basic | \$ | (0.11) \$ | (0.30) \$ | 22.90 | \$ (0.64) |
||
| Diluted | \$ | (0.11) \$ | (0.30) \$ | 21.24 | \$ (0.64) |
(13) For the three months ended September 30, 2019 and the three and nine months ended September 30, 2018, the effect of certain shares of redeemable preferred stock were excluded from the computation of diluted net income (loss) attributable to common stockholders and the diluted weighted average shares and common stock equivalents outstanding as such inclusion would be anti-dilutive.
(14) All share and per share amounts have been adjusted to give retroactive effect to the one-for-three reverse stock split of our common stock effected on September 3, 2019.
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 income (loss) attributable to common stockholders to FFO attributable to common stockholders for the three and nine months ended September 30, 2019 and 2018:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||
|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||||
| Numerator: | |||||||
| Net (loss) income attributable to common stockholders | \$ | (1,622) \$ | (4,448) \$ | 334,269 \$ |
(9,350) | ||
| Depreciation and amortization | 5,180 | 13,310 | 21,995 | 39,783 | |||
| Impairment of real estate | — | — | 69,000 | — | |||
| Gain on sale of depreciable assets(15) | (302) | — | (433,104) | — | |||
| FFO attributable to common stockholders | \$ | 3,256 \$ |
8,862 \$ |
(7,840) \$ | 30,433 | ||
| Redeemable preferred stock dividends declared on dilutive shares(16) | — | — | (1) | 264 | |||
| Diluted FFO attributable to common stockholders | \$ | 3,256 \$ |
8,862 \$ |
(7,841) \$ | 30,697 | ||
| Denominator(17): | |||||||
| Basic weighted average shares of Common Stock outstanding | 14,598 | 14,598 | 14,598 | 14,597 | |||
| Effect of dilutive securities—contingently issuable shares(16) | 1 | — | 1 | 120 | |||
| Diluted weighted average shares and common stock equivalents outstanding | 14,599 | 14,598 | 14,599 | 14,717 | |||
| FFO attributable to common stockholders per share(17): | |||||||
| Basic | \$ | 0.22 \$ |
0.61 \$ |
(0.54) \$ | 2.08 | ||
| Diluted | \$ | 0.22 \$ |
0.61 \$ |
(0.54) \$ | 2.09 |
(15) In connection with the sale of certain properties during the three and nine months ended September 30, 2019, we recognized \$0 and \$29,982,000, respectively, or \$0.00 and \$2.05 per diluted share of common stock, respectively, in loss on early extinguishment of debt incurred in connection with the sale of certain assets in 2019 primarily related to the legal defeasance and prepayment of mortgage loans collateralized by such properties. Such loss on early extinguishment of debt is not included in the adjustment for the gain on sale of depreciable assets presented in the table above.
(16) For the three months ended September 30, 2019 and 2018 and the nine months ended September 30, 2019, the effect of certain shares of redeemable preferred stock were excluded from the computation of diluted FFO attributable to common stockholders and the diluted weighted average shares and common stock equivalents outstanding as such inclusion would be anti-dilutive.
(17) All share and per share amounts have been adjusted to give retroactive effect to the one-for-three reverse stock split of our common stock effected on September 3, 2019.
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, gain (loss) on early extinguishment of debt, impairment of real estate, transaction costs, and provision for income taxes. For our lending segment, we define segment 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 July 1, 2018; (ii) sold or otherwise removed from our consolidated financial statements on or before September 30, 2019; or (iii) that underwent a major repositioning project we believed significantly affected its results at any point during the period commencing on July 1, 2018 and ending on September 30, 2019.
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 (loss) attributable to the Company for the three months ended September 30, 2019 and 2018.
| Three Months Ended September 30, 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Same-Store Office |
Non-Same Store Office |
Total Office | Hotel | Lending | Total | ||||
| Cash net operating income excluding lease termination | |||||||||
| income | \$ | 7,399 \$ | 1,221 \$ | 8,620 \$ | 2,398 \$ | 889 \$ | 11,907 | ||
| Cash lease termination income | — | — | — | — | — | — | |||
| Cash net operating income | 7,399 | 1,221 | 8,620 | 2,398 | 889 | 11,907 | |||
| Deferred rent and amortization of intangible assets, liabilities, and lease inducements |
1,197 | (178) | 1,019 | 1 | — | 1,020 | |||
| Straight line lease termination income | — | — | — | — | — | — | |||
| Segment net operating income | 8,596 | 1,043 | 9,639 | 2,399 | 889 | 12,927 | |||
| Interest and other income | 1,408 | ||||||||
| Asset management and other fees to related parties | (3,329) | ||||||||
| Interest expense | (2,038) | ||||||||
| General and administrative | (807) | ||||||||
| Transaction costs | (340) | ||||||||
| Depreciation and amortization | (5,180) | ||||||||
| Gain on sale of real estate | 302 | ||||||||
| Income before provision for income taxes | 2,943 | ||||||||
| Provision for income taxes | (87) | ||||||||
| Net income | 2,856 | ||||||||
| Net income attributable to noncontrolling interests | (8) | ||||||||
| Net income attributable to the Company | \$ 2,848 |
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES Reconciliation of Net Operating Income (Continued) (Unaudited and in thousands)
| Three Months Ended September 30, 2018 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Same-Store Office |
Non-Same Store Office |
Total Office | Hotel | Lending | Total | |||||
| Cash net operating income excluding lease termination | ||||||||||
| income | \$ | 7,859 \$ | 13,549 \$ | 21,408 \$ | 2,590 \$ | 838 \$ | 24,836 | |||
| Cash lease termination income | 57 | — | 57 | — | — | 57 | ||||
| Cash net operating income | 7,916 | 13,549 | 21,465 | 2,590 | 838 | 24,893 | ||||
| Deferred rent and amortization of intangible assets, | ||||||||||
| liabilities, and lease inducements | 608 | (175) | 433 | 6 | — | 439 | ||||
| Straight line lease termination income | — | — | — | — | — | — | ||||
| Segment net operating income | 8,524 | 13,374 | 21,898 | 2,596 | 838 | 25,332 | ||||
| Asset management and other fees to related parties | (5,381) | |||||||||
| Interest expense | (6,332) | |||||||||
| General and administrative | (708) | |||||||||
| Transaction costs | (15) | |||||||||
| Depreciation and amortization | (13,310) | |||||||||
| Loss before provision for income taxes | (414) | |||||||||
| Provision for income taxes | (115) | |||||||||
| Net loss | (529) | |||||||||
| Net loss attributable to noncontrolling interests | 1 | |||||||||
| Net loss attributable to the Company | \$ (528) |

CIM Commercial Trust Corporation NASDAQ: CMCT TASE: CMCT-L November 2019 www.cimcommercial.com ©2019 CMCT CMCT CIM Commercial Trust Corporation Securities distributed by affiliate broker-dealer: CCO Capital, LLC, member: FINRA / SIPC
Free Writing Prospectus | CIM Commercial Trust Corporation Investor Presentation Q3 2019
Filed Pursuant to Rule 433 | Dated November 8, 2019| Registration Statement No. 333-210880
CIM Commercial Trust Corporation ("CMCT") has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the "SEC") for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related prospectus supplements, and other documents CMCT has filed with the SEC for more complete information about CMCT and the offering. You may request to receive a prospectus by calling toll-free at 1-866-341- 2653.
Alternatively, you may also access the applicable prospectus for free on the SEC's website at www.sec.gov as follows:
» Prospectus, dated April 11, 2019, relating to Registration Statement No. 333-210880, as supplemented by Supplement No. 1 dated May 14, 2019, Supplement No. 2, dated June 6, 2019, Supplement No. 3, dated June 19, 2019, Supplement No. 4, dated August 13, 2019, Supplement No. 5, dated September 13, 2019, and Supplement No. 6, dated October 9, 2019
Important Disclosures

Forward-looking Statements
The information set forth herein contains forwards. 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 CMCT on a prospective basis. Further, statements that include words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "ould," "estimate," "continue," "poreas," "potential," "forecast," "seek," plan," or "should" or the negative or other words or expressions of similar meaning, may identify forward-looking statements.
Such forward-looking statements are based on particular assumptions that management of CMCT has made in light of its experience, as well as its perception of expected future developments and it believes are apropriate under the circumstances. Forvard-looking statements are necessarily estimates reflecting the judgment of CMCT and incertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include those associated with (i) the timing, form and operational effects of CM Commercial's development activity of CM Commercial to raise in place rents to existing market rents and (iii) general economic, market and other conditions.
For a further list and description of the risks and uncertainties interent in the forward looking statements, see CMCT's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and the Registration Statement on Form S-11 (No. 33-21080) relating to the Series A Preferred Stock.
As you read and consider the information 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 forwards involve risks, uncertainties and assumplions. In light of these isks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained herein will in factors emerge from time to time, and it is not possible for CMCT to predict all of them. Nor can CMCT assess the impact of each to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. CMCT underlakes no oblicy update or release any revisions to these forward-looking stalements to reflect events or circumstances after the ocurrence of unanticipaled events, except as required by law.
CIM Commercial Trust

NASDAQ: CMCT | TASE: CMCT-L Owner and operator of Class A and creative office assets in vibrant and improving metropolitan communities Eight office properties, one hotel and two ancillary properties1 1.3 million rentable square feet of office and 503 hotel rooms1 \$431 million Net Asset Value ("NAV") (\$29.49 per share)2 San Francisco Area High barrier-to-entry, metropolitan focus Los Angeles Austin Three value-enhancing redevelopments in progress in Northern California, Los C Angeles and Austin Managed by CIM Group, L.P. ("CIM" or "CIM Group") - owner/operator of \$30.6 billion of real assets3 Insiders4 own ~19.2% of CMCT common stock as of November 7, 2019 1. As of September 30, 2019. 2. Pro toma estimates as of June 30, 2019, following the Program to Unice in Our Portholo and Improve Trading Liguidity of Our Common Slock as described on page 4, amount has been adjusted to give retroactive effect to the Reverse Stock Split, as described on page 4. See pro forma NAV estimate table on page 28. 3. As of June 30, 2019. See Important Information on page 32.
Includes CIM Group and its affiliates, as well as officers and directors of CMCT.
www.incommercial.com | 02019 CMCT | CMCT Corporation | Securities distributed by affiliate broker CO Copial, LLC, member. FMRA / SPC

Completion of the Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock
- » 10 properties sold in 2019 for a combined gross sales price of \$991 million (see page 30 for list of assets)
- » Paid \$613 million special dividend (\$42.001 per share) to common stockholders on August 30, 2019
- » 1:3 reverse stock spit of CMCT common stock (the "Reverse Stock Split") became effective on the ex-dividend date of the special dividend (September 3, 2019)
- » We have been informed by CIM Group that the liquidation of CIM Urban REIT, LLC ("CIM Urban REIT"), a CM-operated vehicle that was our principal stockholder, has been substantially completed
- » In connection with such liquidation, CM Urban REIT (i) distributed shares of our common stock representing approximately 72.8% of the outstanding shares2 to a diverse group of institutional investors that were former members of CIM Urban REIT and (ii) sold shares of our common stock representing approximately 16.9% of the outstanding shares2 to an affiliate of CM Group in a private transaction
-
» The ownership of CMCT common stock by insiders3, increased to ~19.2%2
-
As of November 7, 2019.
Includes CIM Group and its affiliates, as well as officers and directors of CMCT.
www.imconnersia.com | 02010 CMCT | CMCT Corporation | Securities distributed by affiliate broker dealer: CO Capital LLC, member: FWBA | SPC
1. Amount has been adjusted to give retroactive effect to the Reverse Stock Split.
Maximizing Returns For Stockholders

» Active and strategic portfolio management to maximize returns to stockholders

» CMCT has sold \$2.3 billion of assets since going public in 20141
-
As of September 30, 2019
-
- Total relations includes of slock on NV ( per share, as applicable, and trickers decared and paid. Will respect to MCT, includes divisems paid on common stock from March 3 to September 30, 2019.
-
- Please see the estimated por one on any 20 and see Net Auto (10 V/" unler "important hill reseat to the nethodoxy of the cabulation of the labor of the nethodoxy of the ca page 32
-
- "U.S. Office FEITs" effects the weights and pice and NV (performance of the corpanies included in the SNL US RET Office Index as d September 30, 2019 seed, to all period i on the wish all find be to each such company by such in the SRL US REFT Office in an interest canant public broaded of the RETs in the United States. The characterials of the portions of assets of such conportion in U.S. Office RETV may differ significantly from the characterials of CMCT sportlain of assess. " L.S. Office RETS" nay therebre benchnark for the performance of CMCT. Past performance of future resils. The data used in this charl is derived from SNL and filings with the SEC.
-
- The encords of regile and ritished pershare are based on the number of the agenciality as of the aggicaller record dates. All announts have been aquied to the resolved to Reverse Stock Split. Past performance is not indicative of future results.
-
- CMCT is the product of a neger (the "Merger (bellenge of CM Inton RET), a lund operated by CM Group, and PMC Commercial Trus (FMC), prodition in and PMC Connecial Trust (F estable investment but, consumers this included on our common stock from January 1, 2014 trough September 30, 2019. Ecided a special brided poil b PMC Cornersial Tuck's stockholes in cornection with be Merge, but includes rior by CM RET stocknoliters procres on oxwelllier prierred stock received by Librar Pateres I J. L.C., an affiliate of CIM REIT and CIM Group, on an as converted basis, in the Merger,
-
- The person equilabel in proceeds from CMCTs Jure 2016, calculated by dividing \$21,000,000, be ancurri used of CMCT is purchase share of commandation of CMCT in the lender offer, by 32,558,732, the number of shares of common stock outstanding immediately prior to such tender offer.
www.imconnersia.com | \$2010 CMCT | CMCT Corporation | Securities distributed by affiliate broker CO Capital, LLC, member. FINRA | SPC
CIM Commercial Trust - Key Investment Highlights


www.imconnersia.com | 02019 CMCT | CMCT Corporation | Securities distributed by affiliate broker CO Copical, LCC, member: INNA / SPC

Established Established in 1994 as an integrated owner and operator of real assets As of September 30, 2019. As of June 30, 2019. See Important Information on page 32. Strategies Real assets (infrastructure and real estate) focused in communities qualified by CIM as well as national credit (net-lease and debt) platforms Vertically-Integrated Multi-disciplinary expertise and in-house research, acquisition, credit analysis, development, financing, leasing and onsite property management capabilities Organization Approximately 1,000 employees (14 principals including all of its founders, 590+ professionals)1 Office Locations Headquartered in Los Angeles, with offices in the San Francisco Bay Area; the Washington, DC Metro Area; Dallas, TX; Phoenix, AZ; Chicago, IL and New York, NY Assets Owned and Operated \$30.6 billion2 8 1 Overview of CIM


| Established | Established in 1994 as an integrated owner and operator of real assets |
|---|---|
| Strategies | Real assets (infrastructure and real estate) focused in communities qualified by CIM as well as national credit (net-lease and debt) platforms |
| Vertically-Integrated | Multi-disciplinary expertise and in-house research, acquisition, credit analysis, development, financing, leasing and onsite property management capabilities |
| Organization | Approximately 1,000 employees (14 principals including all of its founders, 590+ professionals)1 |
| Office Locations | Headquartered in Los Angeles, with offices in the San Francisco Bay Area, the Washington, DC Metro Area; Dallas, TX; Phoenix, AZ; Chicago, IL and New York, NY |
| Assets Owned and Operated | \$30.6 billion2 |
- As of September 30, 2019.
2.
ww.cinconnersial.com | \$2019 CMCT | CMCT Corporation | Securities distributed by affiliate broker dealer: CCO Cpicial, LC, member: FWRA / SPC



www.incommerist.com | 02019 CMCT | CMCT Corporation | Securities distributed by affiliate broker dealer: CO Capital LLC, member: FINA / SPC
g

CIM believes that its community qualification process provides it with a significant competitive advantage when acquiring real assets
» Since 1994, CIM has qualified 132 communities in high barrier-to-entry markets and has owned and operated real assets in 74 of those communities1. The qualification process generally takes between six months and five years and is a critical component of CIM's asset evaluation

www.imconnersial.com | 02010 CMCT | CMCT Corporation | Securities distributed by affiliate broter dealer: CO Capital LLC, member: PINOA | SPC

CIM qualifies communities for acquisition (132 qualified as of November 6, 2019, 74 deployed capital). CIM Qualified Communities exhibit strong growth trends, which CIM believes will lead to outsized rental growth and/or capital appreciation.
» Since initial acquisition, CIM's Qualified Communities have outperformed average national downtowns by approximately 50% and average national suburbs by over 190%1
Growth in CIM Qualified Communities vs. National Downtowns vs. National Suburbs

www.cimconnersial.com | 02019 CMC | CMC Corporation | Securities distributed by affiliate broker desier: CO Copical LLC, member: FINRA / SPC
Resources & Expertise of Institutional Owner Operator
CMCT
CMCT Management
CIM Group Co-Founders
| David Thompson | Jan Salit | Nathan DeBacker | Richard Ressler | Avi Shemesh | Shaul Kuba |
|---|---|---|---|---|---|
| CMCT CEO | CMCT President & Secretary |
CMCT CFO | CIM Group Principal CMCT Chairman of the Board |
CIM Group Principal CMCT Board Member |
CIM Group Principal CMCT Board Member |
| 10m Year at CIM | 6m Year at CIM | 2nd Year at CIM | 26™ Year at CIM | 26m Year at CIM | 26™ Year at CIM |
| » Previously spent 15 years with Hilton Hotels Corporation, most recently as Senior Vice President and Controller Began career as a C.P.A. at Arthur Andersen & Co. |
» Previously was Chairman of the Board, CEO and Secretary of PMC Commercial Trust Prior to CEO role, held R Chief Operating Officer and Chief Investment Officer roles with PMC Commercial Trust (joined predecessor firm in 1993) |
> Previously was Senior Vice President and Chief Financial Officer of Colle REITs, at VEREIT » Began career as an auditor at Emst & Young |
Founder of Orchard Capital and Chairman of Executive Committee of CIM Group, Orchard First Source Asset Management and OCV Chairman of the Board of j2 Global (NASDAQ: JCOM); previously served as CEO Previously worked at A Drexel Burnham Lambert and began his career as an attorney with Cravath, Swaine and Moore |
» Previously Co-Founder of Dekel Development, a developer of commercial and multifamily properties in Los Angeles |
> Previously involved in a number of successful entrepreneunal real estate activities, including Dekel Development (Los Angeles commercial and multifamily developer) |
www.incommersal.com | 02019 CMCT | CMCT Corporation | Securities distributed by affiliate broker dealer: CCO Copial, LC, member: FINRA / SPC


| Management and Corporate Governance Strong Market Knowledge and Sourcing |
» CMCT's Board includes CIM Group's three co-founders (Richard Ressler, Avi Shemesh, and Shaul Kuba) |
|---|---|
| » CMCT benefits from CIM Group's identification of Qualified Communities, sourcing capabilities and access to resources of vertically integrated platform |
|
| » Tiered asset management fee based on fair value of real properties and associated assets of CMCT |
|
| - Quarterly fee assessed as a percentage of assets: | |
| - < \$500 million = 0.2500% | |
| - \$500 million - \$1,000 million = 0.2375% | |
| Management Agreement / Master | - \$1,000 million - \$1,500 million = 0.2250% |
| Services Agreement | - \$1,500 million - \$4,000 million = 0.2125% |
| - \$4,000 million - \$20,000 million = 0.1000% | |
| » Plus -\$1.1 million base service fee and reimbursement of certain shared services at cost (accounting, tax, reporting, etc.) |
|
| 20 | Perpetual term |
| No incentive fee |
- As of November 7, 2019.
ww.cinconnersia.com | \$2019 CMCT | CMCT CM Corporation | Securities distributed by affiliate broker-dealer: CCO Cpicial, LC, member: FMRA / SPC

CMCT History 15 Transition from Private Fund to High-Quality Public REIT October 2018 Announced Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock (see page 30 for details) August 2019 –September 2019 Paid \$613 million special dividend (\$42.002 per share) to common stockholders Effectuated 1:3 Reverse Stock Split on the ex-dividend date (September 3, 2019) 2 Shares were repurchased in privately negotiated transactions from a fund managed by an affiliate of CIM Group. In connection with these share repurchases, CMCT paid special cash dividends totaling \$6.5 million that allowed the common stockholders that did not participate in the repurchases to receive the economic benefit of such repurchases. Special cash dividends are not included in the above amount. Amounts have been adjusted to give retroactive effect to the Reverse Stock Split. February 2005 –June 2006 CIM Group formed CIM REIT with 24 private institutional investors November 2015 – December 2016 Sold commercial mortgage loan portfolio, commercial real estate lending subsidiary, and three properties for a combined gross sales price of \$217 million September 2016 – December 2017 \$966 million repurchase of CMCT common stock (approximately 14.6 million shares @ \$66 per share)1,2 March 2019 –July 2019 Completed sale of 10 properties for a combined gross sales price of \$991 million March 2017 – December 2017 Completed sale of 12 properties for a combined sales price of \$1,093 million June 2016 \$210 million tender offer for CMCT common stock (approximately 3.3 million shares @ \$63 per share)2 March 2014 CIM REIT completed its merger with PMC Commercial Trust, a publicly traded mortgage REIT

Transition from Private Fund to High-Quality Public REIT
CMCT

. Shares were repurchased in privately registed from a linds many in offitible of CM Group. In cornection with thee enor repurchases, CMCT pick special cash divised balling 8 million that allowed he common stocknoler in the repartheases to receive the economic benefit of such repartmasses. Special cash dividents are not interled in the dove ancoun Amounts have been adjusted to give retroactive effect to the Reverse Stock Split.
www.imconnerial.com | 02019 CMCT | CMCT Conporation | Securities distributed by affiliate broker desire: CO Capital, LLC, member. FINRA | SPC


| Growth-Focused Portfolio (As of September 30, 2019) | |||||
|---|---|---|---|---|---|
| Office: | Rentable | Annualized | |||
| Square Feet | ల్లిల్ | ల్లిక్ | Rent Per | ||
| Location | Sub-Market | ("Stal | Occupied | Leased | Occupied SF |
| Oakland, CA | |||||
| 1 Kaiser Plaza | Lake Merritt | 540,047 | 96.6% | 96.6% | 5 42.68 |
| San Francisco, CA | |||||
| 1130 Howard Street | South of Market | 21,194 | 100.0% | 100.0% | 76.15 |
| Los Angeles, CA | |||||
| 11620 Wilshire Boulevard | West Los Angeles | 194,995 | 92.8% | 94.3% | 43.61 |
| 4750 Wilshire Boulevard | Mid-Wilshire | 141,310 | 21.5% | 21.5% | 47.92 |
| 9460 Wilshire Boulevard | Beverly Hills | 94,547 | 90.7% | 90.7% | 09.88 |
| 11600 Wilshire Boulevard | West Los Angeles | 56,307 | 92.8% | 92.8% | 56.53 |
| Lindblade Media Center | West Los Angeles | 32,428 | 100.0% | 100.0% | 45.98 |
| Austin, TX | |||||
| 3601 S Congress Avenue | South | 183,885 | 96.9% | 99.7% | 37.37 |
| TOTAL | 1,264,713 | 87.2% | 87.8% | 47.96 ਫੈ |
|
| Hotel: | Revenue Per | ||||
| Number | Available | ||||
| Location | Sub-Market | of Rooms | % Occupled2 | Room (RevPAR) | |
| Sacramento, CA | |||||
| Sheraton Grand Hotel | Downtown/Midtown | 503 | 80.3% | S 131.97 |
|
| Ancillary: | Annualized | ||||
| Rentable | Rent (Parking | ||||
| Square Feet | % Occupied | and Retail) (in | |||
| Location | Sub-Market | (Retail) | (Retail) | thousands)" | |
| Sacramento, CA | |||||
| Sheraton Grand Hotel Parking | |||||
| Garage & Retail | Downtown/Midtown | 9,453 | 100.0% | 5 2,946 |
|
| Oakland, CA | |||||
| 2 Kaiser Plaza | I ake Merritt |
Geographic Diversification1
Annualized Rent by Location (Excludes Hotel and Ancillary Properties)

· Los Angeles · Oakland · Austin · San Francisco
-
Represents gross northy base red, as of September 3, 2016, null call rent before abdements. Where opplicale, annulized rent has been grossed up bading annualized expense reimbursement to base rent.
-
Represents trailing nine-north occupancy as of September 30, 2019, calculated as the number of occupied rooms divided by the number of available rooms.
-
Represents trailing nine morth RevPAR as of September 30, 2019, calculated by dividing the anount of room reverse by the number of available rooms.
-
Represents gross monthy correstill leases connenced as of September 30, 2019, nulliplied by 12. This ansunt reflects ball cash net betre absernents. When expicicale, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
www.incommerial.com | 02019 CMCT | CMCT Corporation | Securities distributed by affilishe broker CO Copial, LLC, member. FINRA / SPC
3 Embedded Growth Opportunity: Los Angeles
CMCT
Key Los Angeles Office Themes
- Tech, media and entertainment demand driving growth
- 2 Major content creators such as Netflix, Google, and Amazon Studios lease 2.2+ million SF of office and production space across West Los Angeles and Hollywood1
High barrier-to-entry/supply constrained given regulatory environment
Affluent population base 4
CMCT Los Angeles Office Portfolio
- » Beverly Hills (9460 Wilshire Boulevard):
- Severe supply constraints with significant barriers to entry; tenant demand driven by finance and entertainment
- Adjacent to the Four Seasons Beverly Wilshire Hotel and Rodeo Drive
- » Culver City (Lindblade Media Center):
- A preferred location for tech, entertainment and media tenants; Santa Monica office demand gravitating southeast
-
Park Mile/Hancock Park (4750 Wilshire Boulevard):
- Centrally located; attracting tenants priced out by significant rent increases in nearby Hollywood (in which rents are approaching \$60 PSF)
- » Brentwood (11600 & 11620 Wilshire Boulevard);
- Strong demand from executives who prefer a shorter commute; costeffective alternative to Santa Monica
- One block west of 1-405 freeway; nearby UCLA Medical Center, St. John's Hospital and Veterans Administration Hospital provide consistent demand for medical office

CIM Group: 60+ Los Angeles Investments Over 25 Years
- » CIM Group is headquartered in Los Angeles
-
» CIM Group's Los Angeles real estate experience:
- 10 million+ SF of project experience across opportunistic, valueadd and stabilized strategies
- Currently owns over 20 assets valued at over \$3 billion; nine office assets with 2.3 million SF
-
Source: CBRE Q4 2018 Marketview report and Hudson Pacific Properties, Inc. January 8, 2019 press release
www.imconnerial.com | 02010 CMCT | CMCT Corporation | Securities distributed by affiliate broker dealer: CCC Capital LLC, member: FINIBA | SPC



Favorable Office Dynamics
- Relative Value vs. San Francisco Central Business District ("CBD") (Class A asking rents)1:
- » San Francisco \$82.83
- » Oakland \$54.19
- 2 Limited new office supply in Lake Merritt / City Center: Last major office project completed in 20081
Office building development has been tempered in the East Bay, with current under construction office space equivalent to 1.0% of the market's total existing inventory3
- Proposition M: San Francisco office development limited to 875,000 square feet per year
- Class A CBD vacancy of 7.8%2
A Vibrant Community
Transportation: All six BART lines and every major Bay Area highway run through Oakland
Amenities Base: Oakland has emerged as a "cool" place to live and work
Residential Development:
- » ~11,000 new units in 2019-2021 (v. ~ 169,000 existing)1
- » Residential Monthly Asking Rents1
- San Francisco \$3,122 | Downtown Oakland \$2,553
-
- Source: CoStar October 2019 Office Market Report.
-
- Source: JLL Q2 2019 Office Insight.
-
- As of September 30, 2019.
-
- Repreents grown northy lases connessed as at September 3, 2019, nulipited by 1. This answer telects that cash red below and color and any agains an alcost rent has been grossed up by adding annualized expense remi. Annualized rent for certain office properties includes rent attributable to relai.
www.imcommercial.com | 02010 CMCT | CMCT Corporation | Securities distributed by affiliate broker dealer: CO Capital LLC, member: FINA / SPC

| CMCT Assets | Asset Type | Rentable SF3 | Leased ్రదేశ |
Annualized Rent Per Occupied SF3.4 |
|---|---|---|---|---|
| 1 Kalser Plaza | Office | 540.047 | 96.6% | \$42.68 |
| 2 Kalser Plaza Office Development |

3) Embedded Growth Opportunity: Austin
CMCT
Compelling Growth Market
- Diverse Employment Sources government, education and tech
- 2 Austin is home to many large U.S. corporations including Amazon, Facebook, Apple, Cisco, eBay, GM, Google, IBM, Intel, Oracle, Paypal, 3M and Whole Foods
- Sustained, rapid market office rent growth
- Five year Increase of 37% (2014-2018)1
- Low vacancy
- Austin Class A 6.6%1
- South Austin submarket 4.4%1
- S Population growth
- Ten year historical growth rate of 2.7% (versus 0.7% in the U.S.)1
- Five year forecast growth rate of 1.7% (versus 0.7% in the U.S.) 1
Employment growth
- Ten year historical growth rate of 3.6% (versus 1.5% in the U.S.)1

| CMCT Asset | Asset Type Rentable SF2 | Leased %2 | Annualized Rent Per Occupied SF2,8 |
|
|---|---|---|---|---|
| 3601 South Congress | Office | 183,885 99,7% | \$37.37 | |
| CMCT In-Place Rent2,3 \$37.37 |
Class A Asking Rents1 \$47.06 |
-
Source: CoStar October 2019 Office Market Report.
-
As of September 30, 2019.
-
Represents gross nonthly base ran'ny are reases commerced as of September 30, 2015, multipled by 12. This annual relects that cost matical one not lettre abdustrialized. W rent has been grossed up by adding annualized expense rem. Armualized rent. Armualized ront. Armusiized ront attrikutable to retail.
www.incommercial.com | 02019 CMCT | CMCT Corporation | Securities distributed by affiliate broker dealer CCO Capital, LLC, member. FINA / SPC


| Location | Sub-Market | |||
|---|---|---|---|---|
| Austin, TX | South | 42.000 | Office |
3601 S. Congress Avenue Expansion - Mid-2020 Expected Completion
-
Approximately 42,000 SF add-on building to existing 183,885 SF office complex (99,7% leased as of September 30, 2019)
-
Two-story creative office building designed to accommodate either a single user or two singlefloor tenants
- » ~\$15 million development (\$4.2 million spent as of September 30, 2019)
- » Targeting ~8% return on cost upon stabilization



Rendering of "Building L." - Expansion to Existing Campus
3601 South Congress- Existing Buildings
www.incommerial.com | 02019 CMCT | CMCT Corporation | Securities distributed by affiliate broker CCO Capital, LC, member. PMRA / SPC


CMCT
| Location | Sub-Market Rentable SF | Product |
|---|---|---|
| Los Angeles, CA | Mid-Wilshire 141,310 | Office |
4750 Wilshire Boulevard - Repositioning
-
Currently being repositioned into vibrant, collaborative office space following the expiration of a lease agreement for 100% of the property in April 2019
-
~\$14.5 million redevelopment (\$0.3 million spent as of September 30, 2019)
-
Centrally located in Park Mile / Hancock Park location with both nearby executive housing (Hancock Park) and millennial housing and lifestyle amenities (Hollywood and Miracle Mile)
- » Short drive time to Hollywood/West Hollywood (10 minutes), Beverly Hills/Culver City/Downtown LA (20 minutes) and Santa Monica (30 minutes)
-
CIM Group leased ~30,000 square feet in 2Q'19 for an annualized rent of \$47.921 per square foot representing 73% lease spread from prior lease (4750 Wilshire is adjacent to CIM Group's headquarters)



- Researcts gross nonthly base rest per spare for a non experiences of September 3, 2019, multipled by 12. This annual refere alsolement. When applicate, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
www.imcommerist.com | 02019 CMCT | CMCT Compration | Securities distibuted by affiliate broker CCO Capital, LLC, member. FINA A SPC

(4) Redevelopment In Progress: Sacramento
CMCT
Location Sub-Market Product
Sacramento, CA Downtown/Midtown Hotel
Majority of Rooms Scheduled to be Complete in Late 2020
- » ~\$26 million renovation of existing hotel to drive average daily rate and increase group bookings (\$2.3 million spent as of September 30, 2019)
- » Target 15%+ return on cost
- » Renegotiate Marriott Hotel Management Agreement; switch to franchise model with separate management
-
Complete renovation of all guestrooms, food & beverage amenities, public areas, meeting rooms and amenities
- » Isolate disruption to coincide with expansion/renovation of adjacent convention center (see below)
- » Longer term, potential development of a new hotel tower, multifamily or build-to-suit office on top of owned garage and retail
Sheraton Grand Renovation Simultaneous With Expansion/Renovation of Adjacent Sacramento Convention Center
- \$340 million renovation/expansion of the Sacramento Convention Center
- » Adds new meeting rooms and exhibit halls
- » Scheduled to be completed in late 2020
- » Part of a larger project (C3) that also renovates adjacent auditorium and theater

Sheraton Grand

www.imconnerish.com | \$2010 CMCT | CMCT Corporation | Securities distributed by affiliate broker desire: CO Capital, LLC, member. FINA / SPC

CMCT
Opportunity to Generate Value Through Co-Investor, Sale or Build-to-Suit
Potential Build-to-Suit
| Location | Sub-Market | Potential Rentable SF | Product |
|---|---|---|---|
| Oakland, CA | Lake Merritt | 425,000-800,000 | Office |
2 Kaiser Plaza (Beacon Tower)
- » Build-to-suit opportunity
- » Currently marketing development to potential anchor tenants
- » Entitled for 425,000-800,000 SF office
- » Currently utilized as surface parking lot


Rendering of Proposed 2 Kaiser Plaza (Bescon Tower), Oakland, CA 1 Kaiser Plaza - Existing Building
Bay Area
www.incommercial.com | 02019 CMCT | CMCT Corporation | Securities distributed by affiliate broker COO Copial, LC, member: FINA / SPC
Equity-Enhancing, Growth-Oriented Capital Structure

Preferred Stock Program
Series A
- » Perpetual Preferred Stock at 5.5% coupon
-
Continuously offered bi-monthly issuance
-
CMCT and investor option to call/redeem five years from issuance at \$25 per
share, plus accrued and unpaid dividends1
Redemption payable in cash or CMCT common stock, at election of CMCT1
Series L
- » Perpetual Preferred Stock at 5.5% coupon
-
CMCT and investor option to call/redeem beginning November 21, 2022 (or earlier in limited circumstances) at \$28.37 per share1
- » Redemption payable in cash or CMCT common stock, at election of CMCT1
-
On October 22, 2019, CMCT commenced a cash tender offer to purchase up to
one-third of the outstanding shares of Series L Preferred Stock, at a price of
\$29.12 per share (of which \$1.39 reflects the amount of dividends that will be
accrued as of November 20, 2019, the expected expiration date of the tender
offer), as converted and to be paid in New Israeli Shekels.


Target capital structure of 45% common equity, 55% debt and preferred equity3 -
seeks to enhance common equity returns with low relative risk
- With respect to the Seiles A Pelened Stock (i) shares can be redeemed dring the issuation the and during years through for and during years through for and during years th the issuate date, subject be 10% relemption fee; (i) retemplor fee; (i) retemploris during the disearce must be pici in case. Villi respect o be Series L. Prefered Stock, as a general matter, shares can only be redemed from and after the fitty anniversary of the date of original issuance.
2 Represents goas proceded from issuation 30, 2019, calculated as the number of shares issues net of receinsions, nullipied by the states value per share, process an not ne o commissions, fees, allocated costs or discount, as applicable.
- Based on fair value.



Debt & Preferred Summary (September 30, 2019)1
| Mortgages | Interest structure (fixed/variable etc.) |
Interest Rate | Maturity/ Expiration Date |
Loan balance (in millions) |
|---|---|---|---|---|
| 1 Kaiser Plaza | Fixed | 4,14% | 7/1/2026 | \$97.1 |
| Total Mortgages | 4.14% | \$97.1 |
| Other Debt | ||
|---|---|---|
| SBA 7(a) Loan-Backed Notes® Vanable ========================================================================================================================================== | ||
| Total Other Debt | \$ 26.1 |
| Corporate Debt | |||||
|---|---|---|---|---|---|
| Revolving Credit Facility2 | anable | LIBOR+ 1.55%) | 10/31/2022 | 5685 | |
| Junior Subordinated Notes | Variable | LIBOR+ 3.25% | 3/30/2035 | 27.1 | |
| Total Corporate Debt | \$ 95.6 | ||||
| Total Debt | \$ 218.8 |
Coupon
5.50%
5,50%
Interest structure
Fixed
Fixed
(fixed/variable etc.)
Preferred Stock
Total Preferred Stock
Total Debt + Preferred Stock
Series A
Series L
| (in millions) | \$141.3 | ||||
|---|---|---|---|---|---|
| 570.4 | |||||
| \$1.4 | \$1.8 | \$1.9 | \$2.0 | ||
| 2019 | 2020 | 2021 | 2022 | 2023 | Thereafter |
Debt Maturity Schedule (September 30, 2019)1
Fixed Debt vs. Floating Debt (September 30, 2019)1

-
Existes: (s) \$1,288,000 d secure to consent paranteed for one that are treated as secured bornwing because the lon sales of not neet the bereogniton criteria provided for in ASC 860-30, Secured Borrowing and (b) premiums, discounts and debt issuance costs.
-
In May 2010, we completed a securitization of the unguage of or this of our SBA 7.0 Jone received \$3.200,000 or unualism of \$3.000 of unuanteed SB.V.7(a) loans rates. The 7 (a) loon-boled notes are callated by the right to recoveres and childring to this and only of Our 554 (1) ) bans received. The neter mature on March 20, 2043, with monthly payments on the collated from are reseived. Been on the artistialized SSA 7(a) hors, we othrate weighted wergently of the notes to be approximately 2 years.
Outstanding
(in millions)
229,36
\$ 102.34
\$ 331.6
\$ 550:4
-
- In October 2018, we entered tride a reveaux to which CMCT can borney of a naimun of \$25,000,000, suijed ba borneing base calection. The receing creed to secured by deed of trail on certain properies. Outsanding sear interest at (1) the assess on (1) the lase rate plus 0.55% or (i) LBDR plus 1.55%. The world greating flectly matures in October 2022 and provides for one certain conditions. The Conpary bornews an additions \$1,500,000 and \$75,50,000 and \$75,500,00 the revelopment of the loca October 11, 2019 and October 17, 2019, respectively. At October 31, 2019, approximately \$97,100,000 was available for future barrowings.
-
- Outstanting Series A Prelements toda units issued as of September 30, 2019 at 4,104,667, leases nullibed by the elated value of \$2,500 per stare. Goss proceeds are not net of commissions, fees, allocated costs or discount.
-
- Outstanding Series L Perfered Stock represents total units as a 15 September 30, 2019 of 6,000, 740 millipied by the states processor and held of commissions, teen allocated costs or discount.
www.imcommerist.com | 02019 CMCT | CMCT Corporation | Becurities distributed by affiliate broker CO Capital LLC, member. FINRA | SPC
Maturity/
Date
NA
NA
Expiration
CIM Commercial Trust - Key Investment Highlights


www.imconnersia.com | 02019 CMCT | CMCT Corporation | Securities distributed by affiliate broker CCO Capital, LC, member: PMOA / SPC

Estimated Net Asset Value Pro Forma Estimated Net Asset Value1,2 (As of June 30, 2019) (\$ in millions, except for shares and per share amounts) (Unaudited) 28 Represents the pro forma NAV as of June 30, 2019 following the impact of the Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock. Share and per share amounts have been adjusted to give retroactive effect to the Reverse Stock Split. Represents outstanding mortgage debt, junior subordinated notes, and pro forma borrowings on our revolving credit facility of \$65,000,000, at face value. Excludes secured borrowings on government guaranteed loans and SBA 7(a) loan-backed notes, both of which are included in other liabilities, cash and other assets. Outstanding Series A Preferred Stock represents total units issued as of June 30, 2019 of 3,614,493, less subsequent redemptions of 12,772 shares, multiplied by the stated value of \$25.00 per share. Gross proceeds are not net of commissions, fees, allocated costs or discount. Outstanding Series L Preferred Stock represents total units issued as of June 30, 2019 of 8,080,740 multiplied by the stated value of \$28.37 per share. Gross proceeds are not net of commissions, fees, allocated costs or discount. Estimated NAV per share of common stock outstanding Investments in real estate - at fair value \$ 901.4 Loans receivable - at fair value 74.9 Debt 3 (189.2) Other liabilities, cash and other assets (36.6) Noncontrolling interests (0.7) Redeemable Series A Preferred Stock 4 (90.0) Redeemable Series L Preferred Stock 5 (229.3) Estimated NAV attributable to common stockholders - Postspecial dividend \$ 430.6 \$ 29.49 Shares of Common Stock outstanding 14,601,913 Estimated NAV

Pro Forma Estimated Net Asset Value1.2
(As of June 30, 2019)
(\$ in millions, except for shares and per share amounts) (Unaudited)
| Estimated NAV | Estimated NAV per share of common stock outstanding |
|||
|---|---|---|---|---|
| Investments in real estate - at fair value | S | 901.4 | ||
| Loans receivable - at fair value | 74.9 | |||
| Debt2 | (189.2) | |||
| Other liabilities, cash and other assets | (36.6) | |||
| Noncontrolling interests | (0.7) | |||
| Redeemable Series A Preferred Stock" | (90.0) | |||
| Redeemable Series L Preferred Stock2 | (229.3) | |||
| Estimated NAV attributable to common stockholders . Post special dividend | 5 | 430.6 | ವಿ | 29.49 |
Shares of Common Stock outstanding
14,601,913
-
- Represents the pro forma NAV as of June 30, 2019 following the inceded Value in Oxi Portolio and Inprove Trading Liquidity of Our Common Stock.
-
- Share and per share amounts have been adjusted to give retroactive effect to the Reverse Shock Split.
-
- Represents outstanding nortgage det, jurior subscrings on our revolving on our reviving on our revel. Itality of \$6,0000, at fuer includes secured bornings on operminent guaranteed loans and SBA 7(a) loan-backed notes, both of which are included in other liabilities, cash and other assets.
-
- Outstanting Seles A Preferred Stock represents to June 3, 2019 of 3,64,433, less subsequent relemplored 12,772 kinner, maligned by the states vision of 12,772 inner stares proceeds are not net of commissions, fees, allocated costs or discount.
-
- Outstanding Series L Prefered Stok represents trade 3, 2019 of 0,000,740 multipled by the states value of \$2.5.37 per stares. Gross process are not net of connissions, fee allocated costs or discount.
www.incommerial.com | 02019 CMCT | CMCT Corporation | Securities distributed by affiliate broker CCO Capital, LCC, member. FINRA / SPC
Key Metrics

Top Five Tenants (September 30, 2019)
| Annualized Rent | % of Annualized | Rentable Square | % of Rentable | |||
|---|---|---|---|---|---|---|
| Tenant | Property | Lease Expiration | (in thousands) | Rent | Feet | Square Feet |
| Kaiser Foundation Health Plan, Inc. | 1 Kaiser Plaza | 2025-2027 | 15,510 | 20.3% | 374,038 | 20.096 |
| MUFG Union Bank, N.A. | 9460 Wilshire Boulevard | 2029 | 3.482 | ક નજીના | 27,589 | 2 2% |
| 3 Arts Entertainment, Inc. | 9460 Wilshire Boulevard | 2026 | 2.063 | 3.9% | 27.112 | 2.1% |
| CIM Group, L.P. | Various | 2019-2030 | 1,857 | 3.6% | 42,786 | 3.4% |
| Homeaway, Inc. | 3601 S Congress Avenue | 2020 | 1,641 | 3.1% | 42,545 | 3.4% |
| Total for Top Five Tenants | 24,553 | 46.4% | 514.029 | 40.7% | ||
| All Other Tenants | 28,341 | 53.6% | 508.827 | 48.6% | ||
| /acart | - 96 | 101,857 | 12.8% | |||
| Total for Portfolio | 52,894 | 100.0% | 1,264,713 | 100.0% |

Lease Expirations as a % of Annualized Office Rent (September 30, 2019)1
-
Researls gross nonthly base rent, as d September 30, 2019, multipled by 12. This annual reflects in an address . Viner application, on within the been grossed up y address annuallzed expense reimbursement. Annualized rent for certain office properties includes rent attitludable to reall.
-
Prior to February 202, the lenant may teminate up to 14,000 square feel of space in the aggresses feel my be teminated with resped by te entable square feel expiring in a lemination persity. From and aller February 28, 2023, wh respect to the remaile square feel expiring in 2025, with reped by realable square fee: expiring in 2027, the tenant has the right beae with CMCT, effective as of any date specified by the enart in a witten notee given to CMCT a wither nother process prior to the termination, in each case in exchange for a termination penalty.
www.incommercial.com | 02019 CMCT | CMCT Corporation | Securities distributed by affiliate broker COO Capidal, LC, member. FINRA / SPC

-
Monetized stabilized assets to unlock embedded value that had been created since 2006
- » Special dividend of \$42.00 per share of common stock paid on August 30, 2019: the aggregate amount of the special dividend was approximately \$613 million and was funded primarily by the net proceeds (after the repayment of certain debt) received from the sale of ten properties during 2019 and borrowings on CMCT's revolving credit facility
- » Assets sold in 2019:
| Rentable | ||||
|---|---|---|---|---|
| Property | Location | Square Foot2 | Date Sold | |
| 2101 Webster Street | Oakland, CA | 474,798 | March 1, 2019 | |
| 1901 Hamson Street | Oakland, CA | 283,970 | March 1, 2019 | |
| 830 1st Street | Washington, DC | 247,337 | March 1, 2019 | |
| 2100 Franklin Street | Oakland, CA | 216.828 | March 1. 2019 | |
| 2353 Webster Street Parking Garage | Oakland, CA | N/A | March 1, 2019 | |
| 260 Townsend Street | San Francisco, CA | 66,682 | March 15, 2019 | |
| 1333 Broadway | Oakland, CA | 254,523 | May 16, 2019 | |
| 999 N Capitol Street | Washington, DC | 315,983 | July 30, 2019 | |
| 899 N Capitol Street® | Washington, DC | 314,667 | July 30, 2019 | |
| 901 N Capitol Street3 | Washington, DC | N/A | July 30, 2019 | |
| Total Assets Sold | 2,174,788 | |||
-
Amount has been adjusted to give refroactive effect to the Reverse Stock Split.
-
As of the date of sale.
-
As a matter of prodent managener, after evaluation is porfolio, as well as the intinsic vale of each property, CMCT decided b sell thee additional essess.
www.incommersal.com | 02019 CMCT | CMCT Corporation | Securities distributed by affiliate broker COO Copial, LC, member. FINRA / SPC

Important Information 32 Assets Owned and Operated (AOO) represents the aggregate assets owned and 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 "Book Value" below and operating companies presented at gross assets less debt, as of the Report Date (as defined below) (including the shares of such assets owned by joint venture partners and co-investments), plus binding unfunded commitments. AOO also includes the \$0.3 billion of AOO attributable to CIM Compass Latin America (CCLA), which is 50% owned and jointly operated by CIM. AOO for CMMT Partners, L.P. (CMMT) (which represents assets under management), a perpetual-life real estate debt fund, is \$0.9 billion as of the Report Date. Report Date is defined to mean as of June 30, 2019. Book Value for each investment generally represents the investment's book value as reflected in the applicable fund's unaudited financial statements as of the Report Date prepared in accordance with U.S. generally accepted accounting principles on a fair value basis. These book values generally represent the asset's third-party appraised value as of the Report Date, but in the case of CIM's Cole Net-Lease Asset strategy, book values generally represent undepreciated cost (as reflected in SEC-filed financial statements). Equity Owned and Operated (EOO) represents the NAV (as defined below) before incentive fee allocation, plus binding unfunded commitments, which is \$18.2 billion as of the Report Date, inclusive of \$0.3 billion of EOO attributable to CCLA (as described above) and \$0.8 billion of EOO for CMMT (which represents equity under management). For calculating the Book Value for CIM IV, the underlying assets of CMCT are assumed to be liquidated based upon the third-party appraised value of such assets. CIM does not view the price of CMCT's publicly-traded shares to be a meaningful indication of the fair value of CIM IV's interest in CMCT due to the fact that the publicly-traded shares of CMCT are thinly-traded. Net Asset Value (NAV) represents the distributable amount based on a "hypothetical liquidation" assuming that on the date of determination that: (i) investments are sold at their Book Values; (ii) debts are paid and other assets are collected; and (iii) appropriate adjustments and/or allocations between equity partners are made in accordance with applicable documents, as determined in accordance with applicable accounting guidance.

Assets Owned and Operated (AOO) represents the aggregate assets owned and operated by CIM on behalf of partners (including where CM contributes alongside for its own account) and co-investors, whether or not CM has discretion, in each case without duplication. AO includes total gross assets at fair value, with real assels presented on "Book Value" below and operating companies presented at gross assets less debt, as of the Report Date (as defined below) (including the shares of such assess owned by joint venture partners and co-investments), plus binding unfunded commitments. AOO also includes the \$0.3 billion of AOO attributable to CM Compass Latin America (CCLA), which is 50% owned and jointly operated by CM. AOO for CMMT Partners, L.P. (CMMT) (which represents assets under management), a perpetual-ifreal estate debt fund, is \$0.9 billion as of the Report Date.
Report Date is defined to mean as of June 30, 2019.
Book Value for each investment generally represents the investment's book value as reflected in the applicable financial statements as of the Report Date prepared in accordance with U.S. generally accepted accounting principles on a fair value basis. These book values generally represent the assets third-party appraised value as of the Report Date, but in the case Asset strategy, book values generally represent undepreciated cost (as reflected in SEC-filed financial statements).
Equity Owned and Operated (EDO) represents the NAV (as defined below) before incentive fee allocation, plus binding unfunded commitments, which is \$18.2 billion as of the Report Date, inclusive of \$0.3 billion of EOO attributable to CCLA (as described above) and \$0.8 billion of EOO for CMMT (which represents equity under management). For calculating the Book Value for CM IV, the underlying assets of CMCT are assumed to be liquidated based upon the third-party appraised value of such assets. CIM does not view the price of CMCT's publicly-traded shares to be a meaningful indication of the fair value of CMCT due to the fact that the publicy-traded shares of CMCT are think-traded.
Net Asset Value (NAV) represents the distributable anount based on a "hypothetical liquidation" assuming that (i) investments are sold at their Book Values; (i) debts are paid and other assets are collected; and (ii) appropriate adjustments and/or allocations between equity partners are made in applicable documents, as deternined in accordance with applicable accounting guidance.
www.inconnersia.com | 02010 CMCT | CMCT Corporation | Securities distributed by affiliate broker dealer: CO Capital, LLC, member: FINA / SPC