Creative Media & Community Trust Corporation — Interim / Quarterly Report 2022

Nov 10, 2021

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

	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
REVENUES:
Rental and other property income	\$ 12,838	\$ 12,897	\$ 39,496	\$ 41,416
Hotel income	5,212	1,525	10,074	10,153
Interest and other income	6,199	2,912	16,231	7,810
Total Revenues	24,249	17,334	65,801	59,379
EXPENSES:
Rental and other property operating	9.958	8,822	27,363	28.829
Asset management and other fees to related parties	2,262	2,387	6,781	7,408
Expense reimbursements to related parties-corporate	ર્સ્ડિ	639	1,592	2,066
Expense reimbursements to related parties-lending segment	ર્ત ર	901	1,219	2,581
Interest	2,185	2.643	7,490	8,706
General and administrative	1,625	1,736	5,393	5,138
Depreciation and amortization	5,061	5,273	15,167	15,728
Loss on early extinguishment of debt (Note 6)		281		281
	21,679	22,682	65,005	70,737
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES	2,570	(5,348)	796	(11,358)
Provision (benefit) for income taxes	946	(18)	2,316	(731)
NET INCOME (LOSS)	1,624	(5,330)	(1,520)	(10,627)
Net (income) loss attributable to noncontrolling interests		7	ব	-
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	1,624	(5,323)	(1,516)	(10,626)
Redeemable preferred stock dividends declared or accumulated (Note 9)	(4,723)	(4,267)	(13,810)	(13,613)
Redeemable preferred stock deemed dividends (Note 9)	(90)	(87)	(253)	(300)
Redeemable preferred stock redemptions (Note 9)	(27)	(1)	(23)	(67)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	\$ (3,216)	(9,678) ని	\$(15,632)	\$(24,606)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE:
Basic	(0.14) ಲ್ಲಿ	ਦਿੱਤ (0.65)	(0.88) ਦਿੱਤੇ	ર્સ્વ (1.67)
Diluted	S (0.14)	ક્ષ્દ (0.65)	S (0.88)	S (1.67)
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic	23,349	14,805	17,784	14,729
Diluted	23,350	14,805	17,784	14,729

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

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited)

1. ORGANIZATION AND OPERATIONS

CIM Commercial Trust Corporation ("CIM Commercial" or the "Company"), a Maryland corporation and real estate investment trust ("REIT"), together with its wholly-owned subsidiaries, primarily owns and operates Class A and creative office real assets in vibrant and improving metropolitan communities throughout the United States. The Company, supported by the broad real estate capabilities of CIM Group'), seeks to focus on the acquisition, ownership, operation and development of cash flowing creative office, multifamily, retail, parking, infill industrial and limited service hospitality real assets in communities qualified by CIM Group. These communities are located in areas that include traditional downtown areas and suburban main streets, which barriers to entry, high population density, positive population trends and a propensity for growth. The Company was originally organized in 1993 as PMC Commercial Trust ("PMC Commercial"), a Texas real estate investment trust.

On July 8, 2013, PMC Commercial entered into a merger agreement with CIM Urban REIT, LLC ("CIM REIT"), an affiliate of CIM Group, and subsidiaries of the respective parties. CIM REIT was a private commercial REIT and was the owner of CIM Urban Partners, L.P. (*CIM Urban'). The merger was completed on March 11, 2014 (the "Acquisition Date").

The Company's common stock, \$0.001 par value per share ("Common Stock"), is currently traded on the Nasdaq Global Market ("Nasdaq") under the ticker symbol "CMCT", and on the Tel Aviv Stock Exchange (the "TASE") under the ticker symbol "CMCT-L." The Company's Series L preferred stock, \$0.001 par value per share ("Series L Preferred Stock"), is currently traded on Nasdaq and on the TASE, in each case under the ticker symbol "CMCTP." The Company has authorized for issuance 900,000 shares of common stock and 100,000,000 shares of preferred stock ("Preferred Stock").

The Company filed Articles of Amendment (the "Reverse Stock Split Amendment") to effectuate a one-for-three reverse stock split of the Company's Common Stock, effective on September 3, 2019 (the "Reverse Stock Sphil"). Pursuant to the Reverse Stock Split Amendment, every three shares of Common Stock issued and outstanding immediately pror to the effective time of the Reverse Stock Split were converted into one share of Common Stock, par value \$0.003 per share. In connection with the Reverse Split Amendment, the Company filed Articles of Amendment to revert the par value of the Common Stock issued and outstanding from \$0.003 per share, effective as of September 3, 2019, following the effective time of the Reverse Split Amendment. All Common Stock and per share of Common Stock amounts set forth in this Quarterly Report on Form 10-Q have been adjusted to give retroactive effect to the Reverse Stock Split, unless otherwise stated

The Company conducted a continuous public offering of Series A Preferred Units from October 2016 through January 2020, where each Series A Preferred Unit consisted of one share of Series A Preferred Stock, par value \$0.001 per share, of the Company (collectively, the "Series A Preferred Stock") with an initial stated value of \$25.00 per share, subject to adjustment (the "Series A Preferred Stock Stated Value"), and one warrant (collectively, the "Series A Preferred Warrants") to purchase 0.25 of a share of Common Stock, subject to adjustment (Note 10). Proceeds and expenses from the sale of the Series A Preferred Units were allocated to the Series A Preferred Warrants using their relative fair values on the date of issuance.

Since February 2020, the Company has been conducting a continuous public offering of Series A Preferred Stock and Series D preferred stock, par value \$0.001 per share (the "Series D Preferred Stock"), with an initial stated value of \$25.00 per share, subject to adjustment (the "Series D Preferred Stock Stated Value"). The selies A Preferred Stock in the offering has been, and is expected to continue to be, \$25.00 per share and the selling price of the Series D Preferred Stock was \$25.00 per share for all sales that occurred from the beginning of the offering to and including June 28, 2020 and is expected to be, and since June 29, 2020, has been, \$24.50 per share through the life of the offering.

During the nine months ended September 30, 2021, the Company conducted a rights offering (the "Rights Offering") pursuant to which the Company issued an aggregate of 8,521,589 shares of Common Stock at a subscription price of \$9,25 per share for aggregate gross proceeds of \$78.8 million before issuance costs of \$2.0 million.

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

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For more information regarding the Company's significant accounting policies and estimates, please refer to "Basis of Presentation and Summary of Significant Accounting Policies" contained in Note 2 to the Company's consolidated financial statements for the year ended December 31, 2020, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 16, 2021 and amended on April 30, 2021 (the "2020 Form 10-K").

Interim Financial Information-The accompanying interim consolidated financial statements of CIM Commercial have been prepared by the Company's management in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accompanying financial information reflects all adjustments which are, in the Company's management, of a normal recurring nature and necessary for a fair presentation of the Company's financial positions and cash flows for the interim periods. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 given, among other things, the uncertain impact of the novel coronavirus ("COVID-19") on the Company's operations during the remainder of the year. The accompanying interim consolidated financial statements should be read in conjunction with the Company's audited financial statements and the notes thereto, included in the 2020 Form 10-K.

Principles of Consolidation-The consolidated financial statements include the accounts of CIM Commercial and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In determining whether the Company has controlling interests in an entity and the requirement to consolidate the accounts in that entity, the Company analyzes its investments in real estate in accordance with standards set forth in GAAP to determine whether they are variable interest entities ("VIEs"), and if so, whether the Company is the primary beneficiary. The Company's judgment with respect to its level of influence or control over an entity and whether the Company is the primary beneficiary of a VIE involves consideration of various factors, including the form of the Company's ownership interest, the Company's voting interest, the size of the Company's investment (including loans), and the Company's ability to participate in major policy-making decisions. The Company's ability to correctly assess its influence or control over an entity affects the presentation of these investments in real estate on the Company's consolidated financial statements. As of September 30, 2021, the Company has determined that the trust for the benefit of the note holders (the "Trust") for the securitization of the unguaranteed portion of certain of the Company's SBA 7(a) loans receivable is considered a VIE. Applying the consolidation requirements for VIEs, the Company determined that it is the primary beneficiary based on its power to direct activities through its role as servicer and its obligations to absorb losses and right to receive benefits. (Note 6)

Investments in Real Estate-Investments in real estate are stated at depreciated cost. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives as follows:

Buildings and improvements	15 - 40 years
Furniture, fixtures, and equipment	3 - 5 years
Tenant improvements	Lesser of useful life or lease term

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

Capitalized Project Costs

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

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

Recoverability of Investments in Real Estate-The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Investments in real estate are evaluated for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If, and when, such events or changes in circumstances are present, the recoverability of assets to be held and used requires significant judgment and estimates and is measured by a comparison of the future undiscounted cash flows expected to be generated by the assets and their eventual disposition. If the undiscounted cash flows are less than the carrying amount of the assets, an imparment is recognized to the extent the asrtying amount of the assets exceeds the estimated fair value of the assets. The process for evaluating real estate imparment to make significant assumptions related to certain inputs, including rental rates, lease-up period, occupancy, estimated holding periods, capital expenditures, growth rates market discount rates and terminal capitalization rates. For the Company's hotel property, additional inputs considered include revenue per available room and average daily rate. These inputs require a subjective evaluation based on the specific property and market. Changes in the assumptions could have a significant impact on either the fair value, the amount of impairment charge, if any, or both. Any asset held for sale is reported at the lower of the asset's carrying amount or fair value, less costs to sell. When an asset is identified by the Company as held for sale, the Company will cease recording depreciation and amortization of the asset. For the three and nine months ended September 30, 2021 and 2020, the Company recognized no impairment of long-lived assets (Note 3).

Revenue Recognition-At the inception of a revenue-producing contract, the Company determines if a contract qualifies as a lease and if not, then as a customer contract. Based on this determination, the appropriate treatment in accordance with GAAP is applied to the contract, including its revenue recognition.

Revenue from leasing activities

The Company operates as a lessor of real estate assets. When the Company enters into a contract or amends an existing contract, the Company evaluates if the contracts meet the definition of a lease using the following criteria:

• One party (lessor) must hold an identified asset;
• · The counterparty (lessee) must have the right to obtain substantially all of the economic benefits from the use of the asset throughout the period of the contract; and
• · The counterparty (lessee) must have the right to direct the use of the identified asset throughout the period of the contract.

The Company determined that the Company's contracts with its tenants explicitly identify the premises and that any substitution rights to relocate tenants to other premises within the same building stated in the contract are not substantive. Additionally, so long as payments are made timely under such contracts, the Company's tenants have the right to obtain substantially all the economic benefits from the use of the identified asset and can direct how and for what purpose the premises are used to conduct their operations. Therefore, the contracts with the Company's tenants constitute leases.

All leases are classified as operating leases and minimum rents are recognized on a straight-line basis over the terms of the leases when collectability is probable and the tenant has taken possession or controls the leased asset. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is recorded as deferred rent. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the tenant improvements, the tenant is not considered to have taken physical possession or have control of the leased asset until the tenant improvements are substantially completed. When the tenant is considered the owner of the improvements, any tenant improvement allowance that is funded is treated as an incentives paid to tenants are included in other assets and amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease. As of September 30, 2021 and December 31, 2020, lease incentives of \$4.0 million, respectively, are presented net of accumulated amortization of \$2.6 million and \$2.4 million, respectively.

Reimbursements from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes, insurance, and other recoverable costs, are recognized as revenue and are included in rental and other property income in the period the expenses are incurred, with the corresponding expenses included in rental and other property operating expense. Tenant reimbursements are recognized and presented on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the specified good or service and control that specified good or service before it is transferred to the tenant. The Company has elected not to separate lease components as the pattern of revenue recognition does not differ for the two components, and the non-lease component is not the primary component in the Company's leases.

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

Ancillary services include facilities usage and providing food and beverage. The Company satisfies its performance obligation and recognizes revenues associated with these services at a point in time when the good or service is delivered to the customer.

At inception of a contract with a customer for hotel goods and services, the contractual price is equivalent to the transaction price as there are no elements of variable consideration to estimate.

The Company presents hotel revenues net of sales, occupancy, and other taxes.

Below is a reconciliation of the hotel revenue from contracts with costomers to the total hotel segment revenue disclosed in Note 15 (in thousands):

	Three Months Ended September 30,			Nine Months Ended September 30,
		2021		2020		2021		2020
Hotel properties
Hotel income	S	5,212	A	1,525	ಕಿ	10,074		10,153
Rental and other property income		251		222		716		911
Interest and other income		ો ર		ો ર		43		ર્ણ રિ
Hotel revenues		5,478	S	1,762	ಕ	10,833	D	11,129

Tenant recoveries outside of the lease agreements

Tenant recoveries outside of the lease agreements are related to construction projects in which the Company's tenants have agreed to fully reimburse the Company for all costs related to construction. These services include architectural, permit expediter and construction services. At inception of the customer, the contractual price is equivalent to the transaction price as there are no elemention to estimate. While these individual services are distinct, in the context of the arrangement with the customer, all of these services are bundled together and represent a single package of construction services requested by the company satisfies its performance obligation and recognizes revenues associated with these services over time as the construction is completed. No such amounts were recognized for tenant recoveries outside of the lease agreements for each of the three and nine months ended September 30, 2021 and 2020. As of September 30, 2021, there were no remaining performance obligations associated with tenant recoveries outside of the lease agreements.

Loans Receivable-The Company's loans receivable are carried at their unamortized principal balance less unamortized acquisition discounts and premiums, deferred origination fees, retained loan discounts and loan loss reserves. Acquisition discounts or premiums, origination fees and retained loan discounts are amortized as a component of interest and other income using the effective interest method over the life of the respective loans, or on a straight-line basis when it approximates the effective interest method. All loans were originated pursuant to programs sponsored by the Small Business Administration (the "SBA"). The programs consist of loans originated under the SBA 7(a) Small Business Loan Program and, commencing with the quarter ended June 30, 2020, the Paycheck Protection Program (the "PPP"),

Pursuant to the SBA 7(a) Small Business Loan Program, the Company sells the portion of the loan that is guaranteed by the SBA. Upon sale of the SBA guaranteed portion of the loans, which are accounted for as sales, the unguaranteed portion of the loan retained by the Company is recorded at fair value and a discount is recorded as a reduction in basis of the retained portion of the loan. Unamortized retained loan discounts were \$9.4 million as of September 30, 2021 and December 31, 2020, respectively.

At the Acquisition Date, the carrying value of the Company's loans was adjusted to estimated fair market value and acquisition discounts of \$33.9 million were recorded, which are being accreted to interest and other income using the effective interest method. Acquisition discounts of \$420,000 and \$492,000 remained as of September 30, 2021 and December 31, 2020, respectively.

A loan receivable is generally classified as non-accrual (a "Non-Accrual Loan") if (i) it is past due as to payment of principal or interest for a period of 60 days or more, (ii) any portion of the loan is classified as doubtful or is charged-off or (ii) the repayment in full of the principal and or interest is in doubt. Generally, loans are charged-off when management determines that the Company will be unable to collect any remaining amounts due under the loan agreement, either through

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

Company reclassifies such share of Series A Preferred Stock from temporary equity to permanent equity because the feature giving rise to temporary equity classification, the requirement to satisfy redemption requests in cash, lapses on the first anniversary date.

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

Restricted Cash-The Company's mortgage loan and hotel managements provide for depositing cash into restricted acounts reserved for capital expenditures, free rent, tenant improvement and leasing commission obligations. Restricted cash also includes cash required to be segregated in connection with certain of the Company's loans receivable.

Reclassifications—Certain prior period amounts have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported totals. The reclassifications have been made to the consolidated statement of cash flows for the nine months ended September 30, 2020 as follows (in thousands):

	Nine Months Ended September 30, 2020
	As previously reported		Reclassification		As Revised
Consolidated Statements of Cash Flows
Depreciation and amortization, net	S	15,728	S	(267) \$		15,461
Deferred rent and amortization of intangible assets, liabilities and lease inducements	ತಿ	(1,013)	ക്ക	1,013	S
Other assets	S	1,159	S	(746) \$		413
Payment of revolving credit facilities, mortgages payable, term notes and principal on SBA 7(a) loan-backed notes	S		S	(55,159) \$		(55,159)
Payment of principal on SBA 7(a) loan-backed notes	S	(7,159)	S	7,159	S
Payment of unsecured revolving lines of credit, revolving credit facility and or term note	S	(48,000)	S	48,000	S
Proceeds from revolving credit facilities and term notes	S		S	77,516	S	77,516
Proceeds from unsecured revolving lines of credit, revolving credit facility and or term note	S	61,500	S	(61,500) \$
Borrowed funds from the Federal Reserve through the Paycheck Protection Program Liquidity Facility	S	16,016	S	(16,016) \$
Payment of deferred costs	S	(205)	S	(535) \$		(740)
Payment of deferred loan costs	S	(535)	S	રે રે રે	S
Net proceeds from issuance of Preferred Stock	S	32,466	S	446	S	32,912
Net proceeds from issuance of Series D Preferred Stock	S	446	S	(446) \$
Additions to deferred loan costs included in accounts payable and accrued expenses	S	221	S	(221) \$
Accrued deferred costs	S	140	S	221	S	361
Preferred stock offering costs offset against redeemable preferred stock	S	451	S	ব	S	455
Preferred stock offering costs offset against redeemable preferred stock in permanent equity	S	4	S	(4)	S
Accrued redeemable preferred stock fees	S	386	S	6	S	392
Redeemable Series D Preferred Stock fees included in accounts payable and accrued expenses	S	6	S	(6) \$
Equity-based payment for management fees	S	2.359	S	2.663	S	5.022
Payment of management fees and base service fee in preferred stock	S	2.663	S	(2,663)	S

Use of Estimates-The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases such estimates on historical experience, information at the

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

time, and assumptions the Company believes to be reasonable under the circumstances and at such time, including the impact of extraordinary events such as COVID-19. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements-In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was subsequently amended by ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (*ASU 2018-19') in November 2018. Subsequently, the FASB issued ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU No. 2019-11 and ASU No. 2020-02 to provide additional guidance on the credit losses standard. ASU 2016-13 and the related updates improve financial reporting more timely recognition of credit losses on loans and other financial instruments that are not accounted for at income, including loans held-for-investment, held-to-maturity debt securities, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the "incurred loss" methodology under current GAAP. ASU 2018-19 clarified that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASU No. 2016-02, Leases (Topic 842). For smaller reporting companies, public entities that are not SEC filers, and entities that are not public business entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2022. Early adoption is permitted for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2018. The Company has not yet adopted ASU 2016-13 and the related updates and remains in the process of evaluating the impact of this new accounting guidance on its consolidated financial statements.

On April 10, 2020, the FASB issued a question-and-answer document (the "Q&A") to address stakeholder questions on the application of the lease accounting guidance for lease concessions related to the effects of COVID-19. The lease modification guidance in Topic 842, Leases, (or Topic 840, Leases) would require the Company to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was made pursuant to the enforceable rights and obligations of the existing lease agreement (precluded from applying the lease modification accounting framework). However, the Q&A provides that the Company may bypass the lease by lease analysis if certain criteria are met, and instead elect to either consistently apply, or consistently not apply, the lease modification framework to groups of leases with similar characteristics and similar circumstances. The Company has elected not to apply the lease modification guidance to concessions related to the effects of COVID-19 that do not result in a substantial increase in the Company's rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than the total payments required by the original lease.

3. INVESTMENTS IN REAL ESTATE

Investments in real estate consist of the following (in thousands):

	September 30, 2021	December 31, 2020
Land	S 141.237	139,397 ಕ್ಕೆ
Land improvements	2,645	2,611
Buildings and improvements	453,555	450,741
Furniture, fixtures, and equipment	4.627	4.969
Tenant improvements	29,293	31,414
Work in progress	8.623	8,073
Investments in real estate	639,980	637,205
Accumulated depreciation	(141,102)	(131,165)
Net investments in real estate	498,878	506,040

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

and (ii) after the Deferral Period, at (A) the base rate plus 0.55% or (B) LIBOR plus 1.55%. As of September 30, 2021 and December 31, 2020, the variable interest rate was 2.13% and 2.20%, respectively. The 2018 revolving credit facility is also subject to an unused commitment fee of 0.15% or 0.25% depending on the amount of aggregate unused commitments. The 2018 revolving credit facility is secured by deeds of trust on certain of the Company's properties. The 2018 revolving credit facility contains customary covenants and is not subject to any financial covenants (though the amount the Company may borrow under the 2018 revolving credit facility is determined by a borrowing base calculation). The 2018 revolving credit facility matures in October 2022 and provides for one one-year extension option under certain conditions. As of September 30, 2021 and December 31, 2020, \$75.0 million, respectively, was outstanding under the 2018 revolving credit facility, and approximately \$91.0 million, respectively, was available for future borrowings.

2020 Unsecured Revolving Credit Facility-In May 2020, to further enhance its liquidity position and maintain financial flexibility, CIM Commercial entered into an unsecured revolving credit facility with a bank (the "2020 unsecured revolving credit facility") pursuant to which CIM Commercial can borrow up to a maximum of \$10.0 million. Outstanding advances under the 2020 unsecured revolving credit facility bear interest at the rate of 1.00%. CIM Commercial also pays a revolving credit facility fee of 1.12% with each advance under the 2020 unsecured revolving credit facility, which fee is subject to a cap of \$112,000 in the aggregate. The 2020 unsecured revolving credit facility contains certain customary covenants including a maximum leverage ratio and a minimum fixed charge coverage ratio, as well as certain other conditions. The 2020 unsecured revolving credit facility matures in May 2022. As of September 30, 2021, no amounts were outstanding under the 2020 unsecured revolving credit facility and \$10.0 million was available for future borrowings.

Junior Subordinated Notes-The Company has junior subordinated notes with a variable interests quarterly based on the three-month LIBOR plus 3.25%, with quarterly interest only payments. The junior subordinated balance is due at maturity on March 30, 2035. The junior subordinated notes may be redeemed at par at the Company's option.

SBA 7(a) Loan-Backed Notes-SBA 7(a) loan-backed notes are secured by deeds of trust or mortgages. On May 30, 2018, the Company completed a securitization of the unguaranteed portion of its SBA 7(a) loans receivable with the issuance of \$38.2 million of unguaranteed SBA 7(a) loan-backed notes. The SBA 7(a) loan-backed notes are collateralized solely by the right to receive payments and other recoveries attributable to the unguaranteed portions of certain of the Company's SBA 7(a) loans receivable. The SBA 7(a) loan-backed notes mature on March 20, 2043, with monthly payments due as payments on the collateralized loans are received. Based on the anticipated repayments of the Company's collateralized SBA 7(a) loans, at issuance, the Company estimated the weighted average life of the SBA 7(a) loan-backed notes to be approximately two years. The SBA 7(a) loan-backed notes bear interest at the lower of the one-month LIBOR plus 1.40% or the prime rate less 1.08%. The Company reflects the SBA 7(a) loans receivable as assets on its consolidated balance sheets and the SBA 7(a) loan-backed notes as debt on its consolidated balance sheets. The restricted cash on the Company's consolidated balance sheets included funds related to the Company's SBA 7(a) loan-backed notes of \$1.9 million as of September 30, 2021 and December 31, 2020, respectively.

Paycheck Protection Program Liquidity Facility-In June 2020, the Company commenced borrowing funds from the Federal Reserve through the PPP Liquidity (the "PPPLF") to finance all the loans the Company originated under the PPP. Advances under the PPPLF carry an interest rate of 0.35%, are made on a dollar-for-dollar basis based on the amount of loans originated under the PPP and are secured by the Company under the PPP. The PPPLF contains customary covenants but is not subject to any financial covenants. The maturity date of PPPLF borrowings is the same as the maturity date of the loans pledged to secure the extension of credit, generally two years. At maturity, both principal and accrued interest are due. The maturity date of a PPPLF borrowing will be accelerated if, among other things, the Company has been reimbursed by the SBA for a loan forgiveness (to the extent of the forgiveness), the Company has received payment from the SBA representing exercise of the loan guarantee or the Company has received payment from the underlying borrower (to the extent of the payment received). As of September 30, 2021, \$7.6 million was outstanding under the PPPLF. As the PPP has ended, no new extensions of credit may be made under the PPPLF.

Deferred loan costs, which represent legal and third-party fees incurred in connection with the Company's borrowing activities, are capitalized and amortized to interest expense on a straight-line basis over the life of the related loan, approximating the effective interest method. Deferred loan costs are presented net of accumulated amortization and are a reduction to total debt

As of September 30, 2021 and December 31, 2020, accrued interest and unused commitment fees payable of \$529,000 and \$564,000, respectively, were included in accounts payable and accrued expenses.

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

8. EARNINGS PER SHARE ("EPS")

The computations of basic EPS are based on the Company's weighted average shares outstanding. For the three and nine months ended September 30, 2021, there was no difference in the diluted weighted average number of shares of Common Stock outstanding as compared the basic weighted average number of Common Stock outstanding. In order to calculate the diluted weighted average number of Common Stock outstanding for the three and nine months ended September 30, 2020, the basic weighted average number of Common Stock outstanding was increased by 0 and 108 shares, respectively, to reflect the dilutive effect of certain shares of the Company's Series A Preferred Stock. No shares of Series D Preferred Stock outstanding as of September 30, 2021 had a dilutive effect and no shares of Series D Preferred Stock were outstanding as of September 30, 2020. Outstanding Series A Preferred Warrants were not included in the computation of diluted EPS for the three and nine months ended September 30, 2021 and 2020 because their impact was either anti-dilutive or such warrants were not exercisable during such periods (Note 10). Outstanding shares of Series L Preferred Stock were not included in the computation of diluted EPS for the three and nine months ended September 30, 2021 and 2020 because such shares were not redeemable during such periods.

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

The following table reconciles the numerator and denominator used in computing the Company's basic and diluted per-share amounts for net loss attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020 (in thousands, except per share amounts):

	Ended September	Three Months 30,	Nine Months Ended September 30,
	2021	2020	2021	2020
Numerator:
Net loss attributable to common stockholders			(3,216) \$ (9,678) \$ (15,632)	\$ (24,606)
Redeemable preferred stock dividends declared on dilutive shares				(1)
Diluted net loss attributable to common stockholders			(3,216) \$ (9,678) \$ (15,632)	\$ (24,607)
Denominator:
Basic weighted average shares of Common Stock outstanding	23,349	14,805	17,784	14,729
Effect of dilutive securities-contingently issuable shares
Diluted weighted average shares and common stock equivalents outstanding		14,805	17,784	14,729
Net loss attributable to common stockholders per share:
Basic	(0.14)	ಕ (0.65)	ದ (0.88)	ಕೊ (1.6/)
Diluted	(0.14)	ಕೆ (0.65)	(0.88)	(1.67)

9. REDEEMABLE PREFERRED STOCK

The table below provides information regarding the issuances, reclassifications and redemptions of each class of the Company's preferred stock in permanent equity during the three and nine months ended September 30, 2021 and 2020 (dollar amounts in thousands):

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

Until the fifth anniversary of the date of original issuance of the Series L Preferred Stock, the Company is prohibited from issuing any shares of preferred stock ranking senior to or on parity with the Series L Preferred Stock with respect to the payment of dividends, other distribution, and or dissolution or winding up of the Company unless the Minimum Fixed Charge Coverage Ratio, calculated in accordance with the Articles Supplementary describing the Series L Preferred Stock, is equal to or greater than 1.25:1.00. As of September 31, 2020, the Company was in complance with the Series L Preferred Stock Minimum Fixed Charge Coverage Ratio.

Refer to Note 12 for a discussion of certain payments the Company has made in shares of Common Stock and in shares of Preferred Stock and may make in shares of Preferred Stock in lieu of cash payments in order to remain in compliance with the Series L Preferred Stock Minimum Fixed Charge Coverage Ratio.

Dividends-With respect to the payment of dividends, the Series A Preferred Stock ranks senior to the Series L Preferred Stock and the Common Stock, and on party with the Series D Preferred Stock. The Series L Preferred Stock ranks senior to the Common Stock (except with respect to and only to the extent of the Initial Dividend) and junior to the Series A Preferred Stock, Series D Preferred Stock and Common Stock (with respect to and only to the extent of the Initial Dividend). With respect to the distribution of amounts upon liquidation or winding-up, the Series A Preferred Stock ranks on parity with the Series D Preferred Stock and Series L Preferred Stock, to the Series L Preferred Stock Stated Value, and otherwise ranks senior to the Series L Preferred Stock. With respect to the distribution of amounts upon liquidation, dissolution or winding-up, the Series L Preferred Stock ranks senior to the Common Stock, both (i) to the extent of the Series L Preferred Stock Stated Value and (ii) following payment to holders of the Common Stock of an amount equal to any unpaid Initial Dividend, to the extent of any accrued and unpaid dividends on the Series L Preferred Stock, on parity with the Series A Preferred Stock and Series D Preferred Stock, to the Series L Preferred Stock Stated Value and junior to the Series A Preferred Stock, Series D Preferred Stock (to the extent of the Initial Dividend), in all instances with respect to any accrued and unpaid dividends on the Series L Preferred Stock.

Holders of Series A Preferred Stock are entitled to receive, if, as and when authorized by the Company's Board of Directors, and declared by the Company out of legally available funds, cumulative cash dividends on each share of Series A Preferred Stock at an annual rate of 5.50% of the Series A Preferred Stock Stated Value (i.e., the equivalent of \$0.34375 per share per quarter) (the "Series A Dividend"). Holders of Series D Preferred Stock are entitled to receive, if, as and when authorized by the Company's Board of Directors, and declared by the Company out of legally available finds, cumulative cash dividends on each share of Series D Preferred Stock at an annual rate of 5.65% of the Series D Preferred Stock Stated Value (i.e., the equivalent of \$0.35313 per share per quarter) (the "Series D Dividends on each share of Series A Preferred Stock and Series D Preferred Stock begin accruing on, and are cumulative from, the date of issuance.

The Company expects to pay the Series A Dividend in arrears on a monthly basis in accordance with the foregoing provisions, unless the Company's results of operations, general financing conditions, general economic conditions, applicable requirements of the MGCL or other factors make it imprudent to do so. The timing and amount of the Series A Dividend and the Series D Dividend will be determined by the Company's Board of Directors, in its sole discretion, and may vary from time to time.

Holders of Series L Preferred Stock are entitled to receive, if, as and when authorized by the Company's Board of Directors, and declared by the Company out of legally available funds, cumulative cash dividends on each share of Series L Preferred Stock at an annual rate of 5.50% of the Series L Preferred Stock Stated Value (i.e., the equivalent of \$1.56035 per share per year). Dividends on each share of Series L Preferred Stock began accruing on, and are of issuance.

The Company expects to pay dividends on the Series L Preferred Stock in arrears on an annual basis in accordance with the foregoing provisions, unless the Company's results of operations, general financing conditions, general economic conditions, applicable requirements of the MGCL or other factors make it imprudent to do so. If the Company fails to timely declare distributions or fails to timely pay distributions on the Series L Preferred Stock, the annual dividend rate of the Series L Preferred Stock will temporarily increase by 1.00% per year, up to a maximum rate of 8.50% per annum. However, prior to the payment of any distributions on Series L Preferred Stock in respect of a given year, the Company must first declare and pay dividends on the Common Stock in respect of such year in an aggregate amount equal to the Initial Dividend announced by the Company's Board of Directors at the end of the prior fiscal year. On December 22, 2020, the Company announced an Inital Dividend on shares of its Common Stock for fiscal year 2021 in the aggregate amount of \$4,448,223, of which \$3,979,000 had been paid as of September 30, 2021.

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

does not necessarily correlate directly to any individual factor. Cash dividends per share of Common Stock paid in respect of the nine months ended September 30, 2021 and 2020 consist of the following:

Declaration Date	Payment Date	Type	Cash Dividend Per Share of Common Stock
September 7, 2021	September 29, 2021	Regular Quarterly	ಳ	0.075
June 7, 2021	June 30, 2021	Regular Quarterly	S	0.075
March 5, 2021	March 30, 2021	Regular Quarterly	ಳಿ	0.075
September 2, 2020	September 29, 2020	Regular Quarterly	ಳ	0.075
June 3, 2020	June 29, 2020	Regular Quarterly	S	0.075
March 2, 2020	March 25, 2020	Regular Quarterly	S	0.075

Rights Offering

During the nine months ended September 30, 2021, the Company conducted the Rights Offering pursuant to which the Company issued an aggregate of 8,521,589 shares of Common Stock at a subscription price of \$9,25 per share for aggregate gross proceeds of \$78.8 million. Offering costs of \$2.0 million were incurred in connection with the Rights Offering and recorded as a reduction to additional paid-in capital.

Series A Preferred Warrants

Prior to February 2020, the Series A Preferred Stock was sold as a unit that included one share of Series A Preferred Stock and one Series A Preferred Warrant that could be exercised to purchase 0.25 of a share of Common Stock. The Series A Preferred Warrants are exercisable beginning on the first anniversary of the r original issuance until and including the fifth anniversary of the date of such issuance, the exercise price of each Series A Preferred Warrant was at a 15.0% premium to the per share estimated NAV of the Company's Common Stock then most recently published and designated as the Applicable NAV. However, in accordance with the teries A Preferred Warrants, the exercise price of each Series A Prefered Warrant issued prior to the Reverse Stock Split was automatically adjusted to reflect the effect of the Reverse Stock Split and, in the Company's Board of Directors, the exercise price and the number of shares issuable upon exercise of each Series A Preferred Warrant issued prior to the Special Dividend was adjusted to reflect the effect of the Special Dividend.

Proceeds and expenses from the sale of the Series A Preferred Units were allocated to the Series A Preferred Stock and Series A Preferred Warrants using their relative fair values on the date of issuance. As of September 30, 2021, the Company had issued 4,603,287 Series A Preferred Warrants to purchase 1,194,159 shares of Common Stock in connection with the Company's offering of Series A Preferred Units and allocated net proceeds of \$614,000, after specifically identifiable offering costs and allocated general offering costs, to the Series A Preferred Warrants in permanent equity.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company determines the estimated fair value of financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable in a marketplace. The hierarchy for inputs used in measuring fair value is as follows:

Level 1 Inputs-Quoted prices in active markets for identical assets or liabilities

Level 2 Inputs-Observable inputs other than quoted prices in active markets for identical assets and liabilities

Level 3 Inputs-Unobservable inputs

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Management's estimation of the Company's financial instruments is based on a Level 3 valuation in the fair value hierarchy established for disclosure of how a company values its financial instruments. In general, quoted market prices from active markets for the identical financial instrument (Level 1 inputs), if available, should be used to value a

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

On September 22, 2021, the Company entered into Amendment No. 2 to the Second Amended and Restated Dealer Manager Agreement, pursuant to which the upfront dealer manager fee payable to the Dealer Manager was changed to up to 3.00% and the trailing dealer manager fee with respect to the sale of Series A Preferred Stock sold in the Offering on or after September 9, 2021 was eliminated.

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

		Three Months Ended September 30,				Nine months ended September 30,
		2021		2020		2021		2020
Asset Management Fees:
Asset management fees (1)	S	2,262	న్	2,387	S	6,781	S	7,126
Property Management Fees and Reimbursements:
Property management fees	S	416	S	461	S	1,223	ಲ್ಲಿ	1,258
Onsite management and other cost reimbursement	S	385	S	867	S	1,949	S	2,451
Leasing commissions	S	ਦੇ ਹੋ	S	18	S	107	S	101
Construction management fees	S	70	S	32	S	105	S	309
Administrative Fees and Expenses:
Base service fee (4)	S		S		S		S	282
Expense reimbursements to related parties - corporate	S	ર્સ્ડ 3 3	S	639	S	1,592	S	2,066
Lending Segment Expenses:
Expense reimbursements to related parties - lending segment	S	રેર	ಕ್ಕೆ	901	S	1,219	S	2,581
Offering-Related Fees:
Upfront dealer manager and trailing dealer manager fees	S	145	ਦੇ ਰੋ	313	S	567	ਦਿੱਤੇ	902
Non-issuance specific offering costs (3)	S	13	S	27	S	77	S	72

(1) Series A Preferred Stock, in lieu of cash payment of the asset management fees incurred during the nine months ended September 30, 2020. The Company issued to the Operator 89,338 shares of Series A Preferred Stock in lieu of cash payment of the asset management fees incurred during the nine months ended September 30, 2021.

(2) Preferred Stock, in lieu of cash as payment of the Base Service Fee incurred for the first quarter of 2020.

(3) deferred costs as reimbursable expenses incurred pursuant to the Master Services Agreement and the then applicable dealer manager agreement with CCO Capital. These non-issuance specific costs are allocated against the gross proceeds from the sale of the Series A Preferred Stock and the Series D Preferred Stock on a pro rata basis for each issuance as a percentage of the total offering.

As of September 30, 2021 and December 31, 2020, due to related parties consisted of the following (in thousands):

	September 30, 2021 - December 31, 2020
Asset management fees	S	4,515	S	2,386
Property management fees and reimbursements		ર 38		1,662
Expense reimbursements - corporate		1,050		647
Expense reimbursements - lending segment		1,880		690
Upfront dealer manager and trailing dealer manager fees		679		493
Non-issuance specific offering costs		698		668
Other amounts due to the CIM Management Entities and certain of its affiliates		63		160
Total due to related parties		9,423		6,706

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

Other

During the year ended December 31, 2020, the Company's President, Jan F. Salit, retired effective as of September 16, 2020. Mr. Salit received a \$450,000 payment, representing one year of his base salary, upon the satisfaction of certain conditions specified therein, including the execution of an agreement with the Company that contains, among other things, mutual release and non-disparagement provisions. Related to this payment, \$287,000 was borne by the Company based on the time that Mr. Salit devoted to the Company relative to other matters relating to CIM Group.

On October 1, 2015, an affiliate of CIM Group entered into a five-year lease renewal with respect to a property owned by the Company. The lease was amended to a month term in February 2019 and was terminated in October 2020. The Company recorded rental and other property income related to this tenant of \$0 and \$29.000 for the three months ended September 30, 2021 and 2020, respectively, and \$87,000 for the nine months ended September 30, 2021 and 2020, respectively.

On May 15, 2019, CIM Group entered into an approximately 11-year lease for approximately 32,000 rentable square feet with respect to a property owned by the Company. The lease was amended on August 7, 2019 to reduce the rentable square feet to approximately 30,000 rentable square feet. The Company recorded rental and other property income related to this tenant of \$370,000 and \$1.1 million for the three and nine months, respectively, ended on each of September 30, 2021 and 2020.

13. COMMITMENTS AND CONTINGENCIES

Loan Commitments-Commitments to extend credit are agreements to lend to a customer when the terms established in the contract are met. The Company's outstanding commitments to fund loans were \$24.4 million as of September 30, 2021, the majority of which are for prime-based loans to be originated by the Company's subsidiary engaged in SBA 7(a) Small Business Loan Program lending, the government guaranteed portion of which is intended to be sold. Commitments generally have fixed expiration dates. Since some commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements.

General-In connection with the ownership and operation of real estate properties, the Company has certain obligations for the payment of tenant improvement allowances and lease commissions in connection with new leases and renewals. CIM Commercial had a total of \$8.1 million in future obligations under leases to fund tenant improvements and other future construction obligations as of September 30, 2021. As of September 30, 2021, \$2.5 million was funded to reserve accounts included in restricted cash on the Company's consolidated balance sheet for these tenant improvement obligations in connection with the mortgage loan agreement entered into in June 2016.

Employment Agreements-The Company has an employment agreement with one of its officers. Under certain circumstances, this employment agreement provides for (1) severance payment equal to the annual base salary paid to the officer and (2) death and disability payments in an amount equal to two time, respectively, the annual base salary paid to the officer.

Litigation-The Company is not currently involved in any material pending or threatened legal proceedings nor, to the Company's knowledge, are any material legal proceedings currently threatened against the Company, other than routine litigation arising in the ordinary course of business. In the normal course of business, the Company is periodically party to certain legal actions and proceedings involving matters that are generally incidental to the Company's business. While the outcome of these legal actions and proceedings cannot be predicted with certainty, in management's opinion, the resolution of these legal proceedings and actions will not have a material adverse effect on the Company's business, financial condition, results of operations, cash flow or the Company's ability to satisfy its debt service obligations or to maintain its level of distributions on Common Stock or Preferred Stock.

In September 2018, the Company filed a lawsuit against the City and County of San Francisco seeking a refund of the \$11.8 million in penalties, interest and legal fees paid by the Company for real property transfer tax allegedly due for a transaction in a prior year. The Company disputed that such penalties, interest and legal fees were payable but, in order to contest the asserted tax obligations, the Company had to pay such amounts to the City and County of San Francisco in August 2017. The Company has been vigorously pursuing this litigation and intends to continue to do so.

A subsidiary of the Company is a defendant in a lawsuit in connection with injuries sustained by a third-party contractor at a property previously owned by such subsidiary. While it is possible that a loss may be incurred, the Company is unable to estimate a range of potential losses due to the complexity and current status of the lawsuit. However, the Company maintains insurance coverage to mitigate the impact of adverse exposures in lawsuits of this nature and do not expect this

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) - (Continued)

16. SUBSEQUENT EVENTS

The Company evaluated events subsequent to September 30, 2021, and concluded that no subsequent events have occurred that would require recognition or disclosure in the consolidated unaudited financial statements.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

This Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), which are intended to be covered by the safe harbors created thereby. Such forward-looking statements can be identified by the use of forward-looking terminology such as "may" "will," "project," "target," "intend" "believe" "anticipate," "ectimte," "could," "could,"
"would," "continue," "potential," "forecast," "seek," "plan," or "sho variations or similar words or phrases. Such forward-looking statements include, among others, statements about CMCT's plans and objectives relating to future growth and availability of funds, and the trading liquidity of CMCT's Common Stock. 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 other factors that it believes are appropriate under the circumstances. Forward-looking statements are necessarily estimates reflecting the judgment 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 scope, severity and duration of the current pandemic of COVID-19, and actions taken to contain the pandemic or mitigate its impact, and the winding-down or termination of governmental assistance programs implemented to address the pandemic, (ii) the adverse effect of COVID-19 on the financial condition, results of operations, cash flows and performance of CMCT and its tenants and business partners, the real estate market and the global economy and financial markets, among others, form and operational effects of CMCT's development activities, (iv) the ability of CMCT to raise in place rents to existing market rents and to maintain or increase occupancy levels, (v) fluctuations in market rents, including as a result of COVID-19, and (vi) general economic, market and other conditions. Additional important factors that could cesults to differ materially from CMCT's expectations are discussed under the section "Risk Factors" in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 16, 2021 and amended on April 30, 2021 (the "2020 Form 10-K "). The forward-looking statements included herein are based on current expectations and there can be no assurance that these expectations will be attained. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond CMCT's control. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Form 10-9 will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements inclusion of such information should not be regarded as a representation by CMCT or any other person that CMCT's objectives and plans will be achieved. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made. CMCT does not undertake to update them to reflect changes that occur after the date they are made.

The following discussion of our financial condition as of September 30, 2021 and results of operations for the three and nine months ended September 30, 2021 and 2020 should be read in conjunction with the 2020 Form 10-K. For a more detailed description of the risks affecting our financial condition and results of operations, see "Risk Factors" in Part I, Item 1A of the 2020 Form 10-K and in Part II, Item 1A of this Quarterly Report. Capitalized terein, but not otherwise defined, shall have the meaning ascribed to those terms in "Part I — Financial Information" of this Quarterly Report on Form 10-Q, including the notes to the consolidated financial statements contained therein. The terms "we," "us," "our" and the "Company" refer to CIM Commercial Trust Corporation and its subsidiaries.

Definitions

We use certain defined terms throughout this Quarterly Report on Form 10-Q that have the following meanings:

The phrase "ADR" represents average daily rate. It is calculated as trailing 9-month room revenue divided by the number of rooms occupied.

The phrase "annualized rent" represents gross monthly base rent, or gross monthly contractual rent under parking and retail leases, multiplied by 12. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.

The phrase "RevPAR" represents revenue per available room. It is calculated as trailing 9-month room revenue divided by the number of available rooms.

Executive Summary

Business Overview

CIM Commercial is a Maryland corporation and REIT. We primarily own and operate Class A and creative office real assets in vibrant and improving metropolitan communities throughout the United States. We, supported by the broad real estate capabilities of CIM Group, seek to focus on the acquisition, ownership, operation and development of creative office, multifamily, retail, parking, in-fill industrial and limited service hospitality real assets that generate consistent, positive cash flow in communities qualified by CIM Group. These communities are located in areas that include traditional downtown areas and suburban main streets, which have high barriers to entry, high population density, positive population trends and a propensity for growth. We believe that the critical mass of redevelopment in such areas creates positive externalities, which enhance the value of real estate assets in the area. We believe that these assets will provide greater returns than similar assets in other markets, as a result of the population growth, public commitment, and significant private investerize these areas. We intend that no acquisition will exceed 10% of our gross asset value at the of acquisition but management may ultimately determine to execute on more significant acquisitions.

We are operated by affiliates of CIM Group. CIM is a community-focused real estate and infrastructure owner, operator, lender and developer. Headquartered in Los Angeles, CA, CIM has offices across the United States and in Tokyo, Japan.

COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Since then, COVID-19 has spread worldwide, causing significant disruptions to the U.S. and world economies. and has triggered a period of significant global economic slowdown. In the first half of 2021, the U.S. and world economy initially showed signs of recovery from the impact of COVID-19 as vacination rates increased, virus caseloads declined and businesses, schools and public services began to reopen. However, the emergence of variant strains of COVID-19 and the concomitant disruption to the global supply chain have threatened to slow or reverse these trends in the fourth quarter of 2021 and beyond. As a result, there continues to be uncertainty regarding the continued impact of COVID-19 on the U.S. and international economies.

The information provided in the table below provides insight into the effects of COVID-19 on our rent collections for the three months ended September 30, 2021 for our parking tenants. For the three months ended September 30, 2021, rent collections for our office and retail tenants were generally consistent with such rent collections prior to the effects of COVID-19. We undertake no obligation to provide rent collection, concession or allowance information for any future period. The information presented below is preliminary and unaudited, and we undertake no obligation to update such information other than as may be required by law:

Parking Tenants (1)	Three Months Ended September 30, 2021
Rent Collected (2)	80.5 %
Recorded as Bad Debt	- %
Uncollected Rent	19.5 %
Total	100.0 %

(1) There have been no significant changes in parking tenant rent collections subsequent to September 30, 2021.

Rent collected is calculated as the aggregate contractual rent collected for each month in the applicable period (2) presented from the beginning of that month through November 4, 2021, divided by the aggregate contractual rent charged for the applicable period. Rent collection percentages are calculated based on contractual rents (excluding percentage rents and contractually obligated reimbursements by our tenants).

Additionally, the spread of COVID-19 in the United States and the resulting restrictions on travel, meetings and social gatherings that have been implemented from time have impacted, and are expected to continue to materially impact so long as they persist, the operations of our hotel in Sacramento, California. For the three months ended September 30, 2021, the hotel segment net operating income of our hotel was \$877,000. Based on current expectations, we anticipate that the net operating income of our hotel for the fourth quarter of 2021 will be lower as compared to pre-COVID-19 levels for the

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Table of Contents

will provide greater returns than similar assets in other markets, as a result of the population growth, public commitment and significant private investment that characterize these areas. Our investments in real estate assets may take different forms, including direct equity or preferred investments, engaging in real estate development activities, side-by-side investments or coinvestments with vehicles managed or owned by CIM Group and/or originating loans that are secured directly by properties primarily located in Qualified Communities that meet our strategy. We intend that no investment will exceed 10% of our gross asset value at the time of investment but management may ultimately determine to execute on more significant acquisitions.

As a matter of prudent management, we regularly evaluate each asset within our portfolio as well as our strategies. Such review may result in dispositions when things, an asset no longer fits our overall objectives or strategies, we believe the proceeds generated from the sale of an asset can be redeployed in one or more assets that will generate better returns, or the market value of such asset is equal to or exceeds our view of its intrinsic value. We currently have a portfolio of attractive assets with significant same store growth opportunity, and,in the event we execute on any opportunities to dispose of some of those assets at attractive prices we will seek to redeploy proceeds in the same profile of assets described in the preceding paragraph.

CIM Group Operations

CIM Group believes that a vast majority of the risks associated with acquiring real estate are mitigated by accumulating local market knowledge of the community where the asset is located. As a result, CIM Group typically spends significant resources over a period of between six months and five years evaluating communities prior to making any acquisitions. The distinct districts that CIM Group identifies through this process as targets for as as "Qualified Communities". Qualified Communities typically have dedicated resources to become, or are currently, vibrant communities where people can live, work, shop and be entertained, all within walking distance or close proximity to public transportation. These areas, which include traditional downtown areas and suburban main streets, generally have high barriers to entry, high population density, positive population trends, a propensity for investment. CIM Group believes that the critical mass of redevelopment in such Qualified Communities creates positive externalities, which enhance the value of real estate assets in the area. CIM Croup targets acquisitions of diverse types of real estate assets, including retail, residential, office, parking, hotel, signage and mixed-use through CM Group's extensive network and its current opportunistic activities. Since 1994, CIM Group has identified 135 Qualified Communities and has deployed capital in 75 of these communities.

CIM Group seeks to maximize the value of its holdings through active onsite property management and leasing. CIM Group has extensive in-house research, acquisition, credit analysis, development, finance, leasing and onsite property management capabilities, which leverage its deep understanding of metropolitan communities to position properties for multiple uses and to maximize operating income. As a vertically-integrated owner and operator, CIM Group has in-house onsite property management and leasing capabilities. Property managers prepare annual capital and operating budgets and monthly operating reports, monitor results and oversee vendor services, maintenance and capital improvement schedules. In addition, they ensure that revenue objectives are met, lease terms are follected, preventative maintenance programs are implemented, vendors are evaluated and expenses are controlled. In addition, CIM Group's real assets management committee (the "Real Assets Management Committee") reviews and approves strategic plans for each asset, including financial, leasing, marketing, property positioning and disposition plans. The Real Assets Management Committee reviews and approves the annual business plan for each property, including its capital and operating budget. CIM Group's organizational structure provides for continuity through multi-disciplinary teams responsible for an asset from the time of the original investment recommendation, through the implementation of the asset's business plan, and any disposition activities.

CIM Group's Investments and Development teams are separate groups that work very closely together on transactions requiring development expertise. While the Investments team is responsible for acquisition analysis, both the Investments and Development teams perform due diligence, evaluate and determine underwriting assumptions and participate in the development management and ongoing asset management of CIM Group's opportunistic assets. The Development team is also responsible for the oversight and or execution of securing entitlements and the development/repositioning process. In instances where CIM Group is not the lead developer, CIM Group's in-house Development team continues to provide development and construction oversight to co-sponsors through a shadow team that oversees of the development from beginning to end to ensure adherence to the budgets, schedules, quality and scope of the project in order to maintain CIM Group's vision for the final product. The Investments and Development teams interact as a cohesive team when sourcing, acquiring, executing and managing the business plan of an opportunistic acquisition.

Financing Strategy

We may finance our future activities through one or more of the following methods: (i) offerings of Common Stock, Preferred Stock or other equity and or debt securities of the Company; (ii) credit facilities and term loans; (ii) the addition of senior recourse or non-recourse debt using target acquisitions as well as existing assets as collateral; (ir) the sale of existing assets; and or (v) cash flows from operations.

We issued to the Operator an aggregate of 203,349 shares of our Common Stock and 287,199 shares of our Series A Preferred Stock, par value \$0.001 per share ("Series A Preferred Stock"), as payment, in lieu of cash, for all asset management fees owed to the Operator in respect of fees incurred during the year ended December 31, 2020, and 89,338 shares of Series A Preferred Stock as payment in lieu of cash, for the asset management fee for the three months ended March 31, 2021. Additionally, we issued to the Administrator 11,273 shares of Series A Preferred Stock, in lieu of cash as payment of the Base Service Fee (as defined below) in respect of the three months ended March 31, 2020. All of such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Additionally, we have issued shares of Series A Preferred Stock to the Operator as payment for the quarterly asset management fees for the second and third quarters of 2021 and it is likely that the we will seek to pay some or part of the fourth quarter asset management fees in shares of Series A Preferred Stock.

Rental Rate Trends

Office Statistics: The following table sets forth occupancy rates and annualized rent per occupied square foot across our office portfolio as of the specified periods:

	As of September 30,
	2021		2020
Occupancy (1)	77.7 %		79.5 %
Annualized rent per occupied square foot (1)(2)	52.50 -		50.39 -

(1) to any property sales occurring thereafter.

(2) and 2020 were approximately \$1.3 million and \$1.8 million, respectively.

Over the next four quarters, we expect to see expiring cash rents as set forth in the table below:

	For the Three Months Ended
		December 31, 2021	March 31, 2022		June 30, 2022			September 30, 2022
Expiring Cash Rents:
Expiring square feet (1)		24.109		23.073		12.979		56.078
Expiring rent per square foot (2)	A	63.59 \$		55.87 \$		64.10 S		42.58

(1) listed

(2) Represents annualized rent, as of September 30, 2021, under leases expiring during the periods above.

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Table of Contents

for forgiveness, the borrower is required to repay the remaining obligation. Upon a borrower default of any remaining balance due, if any, the SBA will remit the balance due to us. The loans that we originated under the PPP have a two-year term if originated prior to June 5, 2020 and have a five-year term if originated after June 5, 2020. We obtained all funds to originate loans under the PPP from the Federal Reserve on a basis that correlated to the outstanding principal balance due from our borrowers pursuant to the PPP on a dollar-for-dollar basis with a cost of funds of 0.35%.

Property Concentration

As of September 30, 2021, we had certain tenant and geographic concentrations in our property holdings. Kaiser, which occupied office space in one of our Oakland, California properties, accounted for 30.9% of our annualized rental income for the three months ended September 30, 2021. No other tenant accounted for greater than 10.0% of our annualized rental income for the three months ended September 30, 2021. In addition, eight of our office properties were located in California, which accounted for 83.1% of our annualized rental income for the three months ended September 30, 2021.

2021 Results of Operations

Comparison of the Three Months Ended September 30, 2021 to the Three Months Ended September 30, 2020

Net Income (Loss) and FFO

		Three Months Ended September 30,			Change
		2021		2020		69	0/0
		(dollars in thousands)
Total revenues	ಈ	24,249	ಕೊ	17,334	S	6.915	39.9 %
Total expenses	ಳ	21.679	ക	22.682	ಕ	(1,003)	(4.4)%
Net income (loss)	S	1,624	8	(5,330)	ક	6,954	(130.5)%

Net income (loss) increased to \$1.6 million, or by \$7.0 million, for the three months ended September 30, 2021, compared to a net loss of \$5.3 million for the three months ended September 30, 2020. The increase is primarily attributable to an increase of \$6.6 million in our segment net operating income, primarily as a result of increases in hotel and lending segment net operating income.

We believe that FFO is a widely recognized and appropriate measure 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 GAAP, which reflects the deduction of redeemable preferred stock dividends declared or accumulated, redeemable preferred stock deemed dividends, and redemptions, excluding gains (or losses) from sales of real estate, impairment of 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 value of our real estate properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to mantain 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 is it indicative of funds available to fund our cash needs, including our ability to pay dividends.

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Table of Contents

Summary Segment Results

During the nine months ended September 30, 2021 and 2020, CIM Commercial operated in three segments: office and hotel properties and lending. Set forth and described below are summary segment results for our operating segments (dollar amounts in thousands).

	Nine Months Ended September 30,			Change
		2021		2020		S	0/0
Revenues:
Office	ಕ್ಕಾ	39,881	S	42,189	S	(2,308)	(5.5)%
Hotel	S	10,833	S	11,129	S	(296)	(2.7)%
Lending	S	15,086	S	5,963	S	9,123	153.0 %
Expenses:
Office	S	16.995	S	17,735	S	(740)	(4.2)%
Hotel	ಕಿತ	10,765	S	11,545	S	(780)	(6.8)%
Lending	S	3,064	S	4.793	S	(1,729)	(36.1)%
Non-Segment Revenue and Expenses:
Interest and other income	S	1	S	98	S	(97)	(99.0)%
Asset management and other fees to related parties	S	(6,781)	S	(7,408)	S	627	(8.5)%
Expense reimbursements to related parties - corporate	ಕಾ	(1,592)	S	(2,066)	es	474	(22.9)%
Interest expense	S	(7,012)	S	(8,056)	S	1.044	(13.0)%
General and administrative	ಕಿತ	(3,629)	સ્ત્રિ	(3,125)	es	(504)	16.1 %
Depreciation and amortization	S	(15,167)	es	(15,728)	S	561	(3.6)%
(Provision) benefit for income taxes	S	(2,316)	S	731	S	(3,047)	(416.8)%

Revenues

Office Revenue: Office revenue includes rental revenue, expense reimbursements and lease termination income from office properties. Office revenue decreased to \$39,9 million, or by 5.5%, for the nine months ended September 30, 2021 compared to \$42.2 million for the nine months ended September 30, 2020. The decrease is primarily due to lower revenues at an office property in Los Angeles, California, and lower revenues at an office property in Beverly Hills, California due to decreases in occupancy as compared to the nine months ended September 30, 2020, partially offset by an increase in revenues related to an office property in Austin, Texas that was purchased in November 2020.

Hotel Revenue: Hotel revenue decreased to \$10.8 million, or by 2.7%, for the nine months ended September 30, 2021, compared to \$11.1 million for the nine months ended September 30, 2020, primarily due to decreases in occupancy, average daily rate, and food, beverage, and other services during the period from March 2020 through September 2021 as a result of COVID-19 (see "-COVID-19" above). The outbreak of COVID-19 will likely continue to negatively affect the operations of our hotel at least through the remainder of 2021 as described in "-COVID-19" above.

Lending Revenue: Lending revenue represents revenue from our lending subsidiaries, including interest income on loans and other loan related fee income. Lending revenue increased to \$15.0%, for the nine months ended September 30, 2021, compared to \$6.0 million for the nine months ended September 30, 2020. The increase is primarily due to an increase in premium income from the sale of the guaranteed portion of our SBA 7(a) loans, which benefited from an increase in the SBA guaranty support from a maximum of 75% per loan, a reduction in fees charged in the secondary market and higher market premiums. In addition, there was an increase in interest income resulting from an increase in our average outstanding lending portfolio during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. As a result of the enhanced government support provided by the CARES Act, the SBA guaranty support has now reverted back to 75% from 90% and the reduction of fess charged in the secondary market ended as of October 1, 2021. This will likely cause future loan originations to decline and the premiums achieved on sales of the guaranteed portion of our SBA 7(a) loans to decrease, in each case possibly by a material amount.

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Table of Contents

increase in provision for income taxes is due to an increase in taxable REIT subsidiaries during the nine months ended September 30, 2021 related to the operating results of our lending division.

Cash Flow Analysis

Our cash flows from operating activities are primarily dependent upon the real estate assets owned, occupancy level of our real estate assets, the rental rates achieved through our leases, the occupancy and ADR of our hotel, the collectability of rent and recoveries from our tenants, and loan related activity, many of which were negatively impacted by the effects of COVID-19 during the nine months ended September 30, 2021 and September 30, 2020. Our cash flows from operating activities are also impacted by fluctuations in operating expenses and other general and administrative costs. Net cash provided by operating activities increased by \$6.7 million for the months ended September 30, 2021, as compared to the same period in 2020. The increase was primarily due to an increase of \$65.2 million in proceeds from the sale of guaranteed loans, offset by an increase of \$70.7 million in loans funded, an increase of \$8.1 million resulting from a lower level of working capital used compared to the prior period, and a \$6.4 million decrease in net loss adjusted for depreciation and amortization expense and write-offs of uncollectible receivables.

Our cash flows from investing activities are primarily related to property acquisitions and sales, expenditures for development or repositioning of properties, capital expenditures and cash flows associated with loans originated at our lending segment. Net cash used in investing activities decreased by \$26.2 million for the nine months ended September 30, 2021, as compared to the same period in 2020. The decrease was primarily due to a decrease of \$8.5 million in cash used to fund additions to investments in real estate acquisitions, and a \$17.8 million increase of principal collected on loans net of loans funded during the nine months ended September 30, 2021.

Our cash flows from financing activities are generally impacted by borrowings and capital activities. Net cash used in financing activities increased by \$56.4 million for the nine months ended September 30, 2021, as compared to the same period in 2020. The change was primarily due to an increase of \$121.8 million in debt repayments, net of proceeds from incremental borrowings, and a decrease of \$11.1 million from net proceeds from the issuance of Preferred Stock and warrants, partially offset by an increase of \$78.3 million from the issuance of Common Stock in connection with the Rights Offering.

Liquidity and Capital Resources

General

On a short-term basis, our principal demands for funds will be for the acquisition of assets, development or repositioning of properties, or re-leasing of space in existing properties, interest and principal on current and any future debt financings, SBA 7(a) loan originations, and paying distributions on our Preferred Stock and Common Stock. We may finance our future activities through one or more of the following methods: (1) offerings of Common Stock, Preferred Stock or other equity and or debt securities of the Company; (ii) credit facilities and term loans; (ii) the addition of senior recourse or non-recourse debt using target acquisitions as well as existing assets as collateral; (iv) the sale of existing assets; and or (v) cash flows from operations. With respect to the \$75.0 million outstanding under the 2018 revolving credit facility that is scheduled to mature in October 2022, we expect to extend its maturity to October 2023, subject to satisfying certain conditions, and/or refinance such indebtedness. Based on our projected performance and current capital market conditions, we expect that we can implement either or both options.

Our long-term liquidity needs will consist primarily of funds necessary for acquisitions of assets, development or repositioning of properties, or re-leasing of space in existing properties, capital expenditures, sBA 7(a) loan originations, paying distributions on our Preferred Stock or any other preferred stock we may issue, any future repurchase and or redemption of our Preferred Stock (if we choose, or are required, to pay the redemption price in cash instead of in shares of our Common Stock) and distributions on our Common Stock. Additionally, our outstanding commitments to fund loans were \$24.4 million as of September 30, 2021, substantially all of which reflect prime-based loans to be originated by our subsidiary engaged in SBA 7(a) Small Business Loan Program lending. The majority of these commitments have government guarantees of 90% (although the government guarantee has now reverted to 75%) and we will be able to sell the guaranteed portion of these loans in a liquid secondary market upon fully funding these loans. Since some commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements.

We may not have sufficient funds on hand or may not be able to obtain additional financing to cover all of our longterm cash requirements. The nature of our business, and the requirements imposed by REIT rules that we distantial majority of our REIT taxable income on an annual basis in the form of dividends, may cause us to have substantial liquidity needs over the long-term. While we will seek to satisfy such needs through one or more of the methods described in the first

paragraph of this section, our ability to take such actions is highly uncertain and cannot be predicted by various risks and uncertainties, including, but not limited to, the effects of COVID-19 and other risks Factors" in Part I, Item 1A of the 2020 Form 10-K. If we cannot obtain funding for our long-term liquidity needs, our assets may generate lower cash flows or decline in value, or both, which may cause us to sell assets at a time when we would not otherwise do so which could have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Common Stock.

Sources and Uses of Funds

Mortgages

We have one mortgage loan agreement with an outstanding balance of \$97.1 million as of September 30, 2021.

Revolving Credit Facilities

In October 2018, we entered into the 2018 revolving credit facility that, as amended, allows us to \$209.5 million, subject to a borrowing base calculation. As of September 31, 2020, the variable interest rate was 2.13% and 2.20%, respectively. The 2018 revolving credit facility matures in October 2022 and provides for one one-year extension option under certain conditions, including notice of the election and paying an extension fee of 0.15% of each lender's commitment being extended on the effective date of such extension. As of November 30, 2021, and December 31, 2020, \$75.0 million and \$166.5 million, respectively, was outstanding under the 2018 revolving credit facility and approximately \$91.0 million, and \$28.0 million, respectively, was available for future borrowings.

In May 2020, to further enhance our liquidity position and maintain flexibility, we entered into the 2020 unsecured revolving credit facility pursuant to which we can borrow up to a maximum of \$10.0 million. Outstanding advances under the 2020 unsecured revolving credit facility bear interest at the rate of 1.00%. The 2020 unsecured revolving credit facility matures in May 2022. As of both November 4, 2021 and September 30, 2021, no amounts were outstanding under the 2020 unsecured revolving credit facility and \$10.0 million was available for future borrowings.

In June 2020, we commenced borrowing funds from the Federal Reserve through the PPPLF. Advances under the PPPLF carry an interest rate of 0.35%, are made on a dollar-for-dollar basis based on the amount of loans originated under the PPP and are secured by loans made by us under the PPP. The PPPLF contains customary covenants but is not subject to any financial covenants. The maturity date of PPLF borrowings is the same as the loans pledged to secure the extension of credit, generally two years. At maturity, both principal and accrued interest are due. The maturity date of a PPPLF borrowing will be accelerated if, among other things, we have been reimbursed by the SBA for a loan forgiveness (to the extent of the forgiveness), we have received payment from the SBA representing exercise of the loan guarantee or we have received payment from the underlying borrower (to the extent of the payment received). We borrowed money under the PPPLF to finance all the loans we originated under the PPP. As of November 30, 2021, \$6.8 million and \$7.6 million, respectively, was outstanding under the PPPLF. As the PPP has ended, no new extensions of credit may be made under the PPPLF.

Other Financing Activity

On May 30, 2018, we completed a securitization of the unguaranteed portion of certain of our SBA 7(a) loans receivable with the issuance of \$38.2 million of unguaranteed SBA 7(a) loan-backed notes mature on March 20, 2043, with monthly payments on the collateralized loans are received. Based on the anticipated repayments of our collateralized SBA 7(a) loans, at issuance, we estimated the weighted average life of the SBA 7(a) loan-backed notes to be approximately two years. The SBA 7(a) loan-backed notes bear interest at the lower of the onemonth LIBOR plus 1.40% or the prime rate less 1.08%. The outstanding balance of SBA 7(a) loan-backed notes on November 4, 2021, September 30, 2021, and December 31, 2020, was \$9.2 million, \$10.2 million, respectively.

We have junior subordinated notes with a variable interest rate that resets quarterly based on the three-month LIBOR plus 3.25%, with quarterly interest-only payments. The junior subordinated balance is due at maturity on March 30, 2035. The junior subordinated notes may be redeemed at par at our option. The aggregate principal balance of the junior subordinated notes was \$27.1 million as of September 30, 2021.

As a SBA 7(a) licensee, we were an authorized lender under the PPP and originated \$26.4 million loans under the program. As of November 4, 2021 and September 30, 2021, we had \$6.8 million, respectively, outstanding in PPP loans. We expect a significant portion of these loans will be forgiven and repaid, either in part or in full, by the SBA, including both principal and accrued interest.

Securities Offerings

We conducted a continuous public offering of Series A Preferred Units from October 2016 through January 2020, where each Series A Preferred Unit consisted of one share of Series A Preferred Stock and one Series A Preferred Warrant. During the tenure of the offering, we issued 4,603,287 Series A Preferred Units and received net proceeds of \$105.2 million after commissions, fees and allocated costs.

The Series A Preferred Warrants are exercisable beginning on the first anniversary of the date of their original issuance until and including the fifth anniversary of the date of such issuance. the exercise price of each Series A Preferred Warrant was equal to a 15.0% premium to the per share estimated NAV of our Common Stock most recently published and designated as the Applicable NAV by us at the time of issuance. However, in accordance with the terms of the Series A Preferred Warrants, the exercise price of each Series A Preferred Warrant issued prior to the Reverse Stock Split was automatically adjusted to reflect of the Reverse Stock Split and, in the discretion of our Board of Directors, the exercise price and the number of shares issuable upon exercise of each Series A Preferred Warrant issued prior to the Special Dividend was adjusted to reflect of the Special Dividend. As of September 30, 2021, there were 4,603,287 Series A Preferred Warrants to purchase 1,194,159 shares of Common Stock outstanding.

Since February 2020, we have conducted a continuous public offering of up to approximately \$785.0 million of our Series A Preferred Stock and Series D Preferred Stock. We intend to use the net proceeds from the offering for general corporate purposes, acquisitions of shares of our Common Stock and Preferred Stock, whether through one or more tender offers, share repurchases or otherwise, and acquisition and asset management strategies. As of September 30, 2021, we had issued 7,166,128 shares of Series A Preferred Stock and 56,857 shares of Series D Preferred Stock and received aggregate net proceeds of \$163.3 million after commissions, fees and allocated costs.

On March 16, 2020, we established an "at the market" ("ATM") program through which we may, from time in our discretion, offer and sell shares of Common Stock having an aggregate offering price of up to \$25.0 million through an investment banking firm acting as the sales agent. Sales of Common Stock under the ATM program may be made directly on or through Nasdaq, among other methods. We intend to use the net proceeds from shares sold under the ATM program, if any, for general corporate purposes, acquisitions of shares of our Preferred Stock, whether through one or more tender offers, share repurchases or otherwise, and acquisitions consistion and asset management strategies. As of November 4, 2021, no sales of Common Stock have been made under the ATM program.

During the nine months ended September 30, 2021, we conducted the Rights Offering pursuant to which we issued an aggregate of 8,521,589 shares of Common Stock at a subscription price of \$9.25 per share for aggregate gross proceeds of \$78.8 million before issuance costs of \$2.0 million.

Dividends and Redemptions

Holders of Series A Preferred Stock, Series D Preferred Stock and Series L Preferred Stock are entitled to receive, if, as and when authorized by our Board of Directors, and declared by us out of legally available funds, cumulative cash dividends on each share at an annual rate of 5.50% of the Series A Preferred Stock Stated Value (i.e., the equivalent of \$0.34375 per share per quarter), 5.65% of the Series D Preferred Stock Stated Value (t.e., the equivalent of \$0.35313 per share per quarter), and 5.50% of the Series L Preferred Stock Stated Value (i.e., the equivalent of \$1.56035 per share per year), respectively. However, if we fail to timely declare distributions or fail to timely pay any distribution on the Series L Preferred Stock, the annual dividend rate of the Series L Preferred Stock will temporarily increase by 1.00% per year, up to a maximum annual rate of 8.50% of the Series L Preferred Stock Stated Value. Dividends on each share of Preferred Stock bogin accruing on, and are cumulative from, the date of issuance. Prior to the payment of any distributions on Series L Preferred Stock in respect of a given year, we must first declare and pay dividends on the Common Stock in respect of such year in an aggregate anount equal to the Initial Dividend announced by our Board of Directors at the end of the prior fiscal year. On December 22, 2020, we announced an Initial Dividend on shares of our Common Stock for fiscal year 2021 in the aggregate amount of \$4,448,223, of which \$3,979,000 had been paid as of September 30, 2021.

We expect to pay dividends on the Series A Preferred Stock and Series D Preferred Stock in arrears on a monthly basis, and on the Series L Preferred Stock in arrears on a yearly basis, unless our results of operations, our general financing conditions, general economic conditions, applicable requirements of the factors make it imprudent to do so. The timing and amount of dividends declared and paid on our Preferred Stock will be determined by our Board of Directors, in its sole discretion, and may vary from time to time.

Holders of our Common Stock are entitled to receive dividends, if, as and when authorized by the Board of Directors and declared by us out of legally available funds. In determining our dividend policy, the Board of Directors considers many factors including the amount of cash resources available for dividend distributions, capital spending plans, cash flow, our financial position, applicable requirements of the MGCL, any applicable contractual restrictions, and future growth in NAV and cash flow per share prospects. Consequently, the dividend rate on a quarterly basis does not necessarily correlate directly to any individual factor.

From the date of issuance until the fifth anniversary of the date of issuance, holders of Series A Preferred Stock and Series D Preferred Stock may require us to redeem such shares at a discount to the Series A Preferred Stated Value and Series D Preferred Stated Value, respectively. From and after the fifth anniversary of the date of ony share of our Preferred Stock, we generally (subject to certain conditions) have the obligation) to redeem, and the holder of such share may require us to redeem, such share at a redemption price equal to 100% of the stated value of such share, plus any accrued but unpaid dividends in respect of such share as of the redemption. The redemption price in respect of any share of Preferred Stock, whether redeemed at our option of a holder, may be paid in cash or in shares of Common Stock in our sole discretion. During the three months ended September 30, 2021, we redeemed 27,564 shares of Series A Preferred Stock and no shares of Series D Preferred Stock or Series L Preferred Stock.

Off-Balance Sheet Arrangements

As of September 30, 2021, we did not have any off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

Our recently issued accounting pronouncements are described in Note 2 to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The fair value of our mortgage payable is sensitive to fluctuations in interest rates. Discounted cash flow analysis is generally used to estimate the fair value of our mortgage payable, using a rate of 3.22% and 3.38% as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021 and December 31, 2020, our mortgage payable had a book value of \$97.1 million, and a fair value of \$101.1 million and \$100.8 million, respectively.

Our future income, cash flow and fair values relevant to financial instruments are dependent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We are exposed to market risk in the form of changes in interest rates and the potential impact such changes may have on the cash flows from our floating rate debt or the fair values of our fixed rate debt. As of September 30, 2021 and December 31, 2020 (excluding premiums, discounts, and deferred loan costs), \$104.7 million (or 46.6%) and \$111.6 million (or 34.0%) of our debt, respectively, was fixed rate borrowings, and \$120.1 million (or 53.4%) and \$216.3 million (or 66.0%), respectively, was floating rate borrowings. Based on the level of floating rate debt outstanding as of September 31, 2020, a 50 basis point change in LIBOR would result in an annual impact to our earnings of approximately \$601,000 and \$1.1 million, respectively. We calculate interest rate sensitivity by multiplying the amount of floating rate debt by the respective change in rate. The sensitivity analysis does not take into consideration possible changes or fair value of our floating rate debt.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), Based on that evaluation, as of September 30, 2021, our Principal Executive Officer and Principal Financial Officer concluded, as of that time, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and include controls and procedures designed to ensure the information required to be disclosed by us in such reports is accumulated and

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SIGNATURES

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.

Dated: November 9, 2021

CIM COMMERCIAL TRUST CORPORATION

Bv:	/s/ DAVID THOMPSON
	David Thompson
	Chief Executive Officer

Dated: November 9, 2021

By:

/s/ NATHAN D. DEBACKER Nathan D. DeBacker Chief Financial Officer

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

• I, David Thompson, certify that:
• 1. I have reviewed this quarterly report on Form 10-Q of CIM Commercial Trust Corporation;
• 1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• 1. Based on my knowledge, the financial statements, and other financial in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• 1. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  2. a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entitularly during the period in which this report is being prepared;
  3. b) designed such internal control over financial reporting, or caused such internal over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  4. c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation; and
  5. d) disclosed in this report any change in the registrant's internal reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal reporting; and
• 1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's audit committee of the registrant's board of directors (or persons performing the equivalent functions):
  2. a) all significant deficiencies and material weaknesses in the design or operation of internal control reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
  3. b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2021

/s/ DAVID THOMPSON David Thompson Chief Executive Officer

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EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

• I, Nathan D. DeBacker, certify that:
• 1. I have reviewed this quarterly report on Form 10-Q of CIM Commercial Trust Corporation;
• 1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• 1. Based on my knowledge, the financial statements, and other financial in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• 1. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  2. a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entitularly during the period in which this report is being prepared;
  3. b) designed such internal control over financial reporting, or caused such internal over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  4. c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this report based on such evaluation; and
  5. d) disclosed in this report any change in the registrant's internal reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal reporting; and
• 1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's audit committee of the registrant's board of directors (or persons performing the equivalent functions):
  2. a) all significant deficiencies and material weaknesses in the design or operation of internal control reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
  3. b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2021

/s/ NATHAN D. DEBACKER Nathan D. DeBacker Chief Financial Officer

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EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CIM Commercial Trust Corporation (the "Company") on Form 10-Q for the period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David Thompson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ DAVID THOMPSON David Thompson Chief Executive Officer November 9, 202 Ï

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CIM Commercial Trust Corporation (the "Company") on Form 10-Q for the period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Nathan D. DeBacker, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ NATHAN D. DEBACKER Nathan D. DeBacker Chief Financial Officer November 9, 202 Ï

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EXHIBIT 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002