UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 9, 2018
Commission File Number 1-13610
CIM COMMERCIAL TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Maryland |
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75-6446078 |
(State or other jurisdiction |
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(I.R.S. Employer |
17950 Preston Road, Suite 600, |
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Dallas, TX 75252 |
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(972) 349-3200 |
(Address of principal executive offices) |
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(Registrants telephone number) |
Former name, former address and former fiscal year, if changed since last report: NONE
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition
On August 9, 2018, CIM Commercial Trust Corporation (the Company) issued a press release announcing its financial results for the quarter ended June 30, 2018. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 2.02 and Exhibit 99.1 are being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 7.01 Regulation FD Disclosure
A copy of the Companys Q2 2018 Investor Presentation is attached to this Form 8-K as Exhibit 99.2 and is incorporated by reference herein. Additionally, the Company has posted a copy of the presentation on its Shareholder Relations page at http://shareholders.cimcommercial.com/.
The information in this Item 7.01 and Exhibit 99.2 are being furnished and shall not be deemed filed for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
Exhibit No. |
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Description |
99.1 |
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99.2 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 9, 2018
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CIM COMMERCIAL TRUST CORPORATION | |
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By: |
/s/ David Thompson |
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David Thompson, Chief Financial Officer |
CIM Commercial Trust Corporation Reports 2018 Second Quarter Results
Dallas(August 9, 2018) CIM Commercial Trust Corporation (NASDAQ & TASE: CMCT) (we, our, CMCT, or CIM Commercial Trust), a real estate investment trust (REIT) that primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving urban communities throughout the United States, today reported operating results for the three months ended June 30, 2018.
Second Quarter 2018 Highlights
· Same-store(1) office segment and cash net operating income (NOI) increased 8.6% and 4.8%, respectively, for the second quarter of 2018 from the corresponding period in 2017.
· Annualized rent per occupied square foot on a same-store basis increased 7.4% to $42.99 as of June 30, 2018 compared to June 30, 2017; annualized rent per occupied square foot across all properties was $44.54 as of June 30, 2018.
· On a same-store basis, the office portfolio was 94.1% leased as of June 30, 2018.
· During the second quarter of 2018, we executed 25,898 square feet of leases with terms longer than 12 months, including 19,442 square feet of recurring leases; all of which were executed at our same-store office portfolio, representing same-store cash rent growth per square foot of 17.0%.
· Net loss attributable to common stockholders was $1,876,000, or $0.04 per diluted share, for the second quarter of 2018.
· Funds from operations (FFO) attributable to common stockholders was $11,449,000, or $0.26 per diluted share, for the second quarter of 2018.
Management Commentary
Charles E. Garner II, CEO of CMCT, stated, We again generated strong same-store NOI growth in the quarter, driven by higher average rent per square foot.
In addition, our same-store cash rent growth on recurring leases signed during the second quarter of 2018 was 17.0%. We expect this increase to benefit NOI and FFO in the future as these new leases commence.
Our premium rents, NOI growth, high leased percentage, and strong re-leasing spreads reflect the strength of our platform and Class A and creative office portfolio, which is concentrated in high barrier to entry gateway markets. We continue to target 4% to 6% annualized same-store NOI growth through 2022 driven by contractual rent increases and below market in-place leases rolling to market. We also have additional growth potential from already owned development sites.
We are focused on growing our net asset value (NAV) and cash flow per share and providing liquidity to shareholders at prices that reflect our strong prospects. As we have done since our 2014 merger, we will continue to actively manage our portfolio to drive returns for our shareholders, while further progressing toward a prudent capital structure that we anticipate will consist of approximately 45% common equity, based on fair values.
Since the beginning of 2014, we have provided $8.61 per share in regular dividends, special dividends, and a tender offer made available to all shareholders(2),(3). Since the time of our merger in 2014, increases in our NAV per share plus the cumulative amount of regular and special dividends paid per share have resulted in a return per share of approximately 41%(2),(4).
Financial Highlights
As of June 30, 2018, our real estate portfolio consists of 21 assets, all of which are fee-simple properties. The portfolio includes 19 office properties (including one parking garage and two development sites, one of which is being used as a parking lot), totaling approximately 3.4 million rentable square feet and one hotel, which has 503 rooms and an ancillary parking garage. We also operate a lending business.
Second Quarter 2018
Net loss attributable to common stockholders was $1,876,000, or $0.04 per diluted share of common stock, for the three months ended June 30, 2018, compared to net income attributable to common stockholders of $91,291,000, or $1.16 per diluted share of common stock, for the three months ended June 30, 2017. The decrease is primarily attributable to a decrease in the gain on sale of real estate of $116,283,000, a decrease of $3,117,000 in net operating income of our operating segments, and an increase of $632,000 in corporate general and administrative expenses, partially offset by a decrease of $13,100,000 in impairment of real estate, a decrease of $11,271,000 in transaction costs, a decrease of $3,057,000 in interest expense, a decrease of $1,575,000 in asset management and other fees to related parties, and a decrease of $1,436,000 in depreciation and amortization expense.
FFO attributable to common stockholders was $11,449,000, or $0.26 per diluted share of common stock, for the three months ended June 30, 2018, compared to $2,869,000, or $0.04 per diluted share of common stock, for the three months ended June 30, 2017. The increase in FFO attributable to common stockholders was primarily attributable to a decrease of $11,271,000 in transaction costs, a decrease of $3,057,000 in interest expense, and a decrease of $1,575,000 in asset management and other fees to related parties, partially offset by $3,152,000 in redeemable preferred stock dividends accumulated, a decrease of $3,117,000 in net operating income of our operating segments, and an increase of $632,000 in corporate general and administrative expenses.
Year to Date 2018
Net loss attributable to common stockholders was $4,902,000, or $0.11 per diluted share of common stock, for the six months ended June 30, 2018, compared to net income attributable to common stockholders of $285,190,000, or $3.50 per diluted share of common stock, for the six months ended June 30, 2017.
FFO attributable to common stockholders was $21,571,000, or $0.49 per diluted share of common stock, for the six months ended June 30, 2018, compared to $26,265,000, or $0.32 per diluted share of common stock, for the six months ended June 30, 2017.
(1) Please see Reconciliation of Net Operating Income on page 10 for our definition of same-store.
(2) CMCT is the product of a merger (the Merger) between CIM Urban REIT, LLC (CIM REIT), a fund operated by CIM Group, L.P., and PMC Commercial Trust in Q1 2014. Represents dividends declared on our common stock from January 1, 2014 through June 30, 2018. Excludes a special dividend paid to PMC Commercial Trusts shareholders in connection with the Merger, but includes 2014 dividends received by CIM REIT shareholders prior to the Merger and dividends on convertible preferred stock received by Urban Partners II, LLC, an affiliate of CIM REIT and CIM Group, L.P., on an as converted basis, in the Merger. The amounts of regular and special cash dividends per share are based on the number of shares outstanding as of the applicable record dates. Past performance is not a guarantee of future results.
(3) The per share equivalent in proceeds from the tender offer is $2.15, calculated by dividing $210,000,000, the amount used by CMCT to purchase shares of common stock of CMCT in the tender offer, by 97,676,197, the number of shares of common stock outstanding immediately prior to such tender offer.
(4) The total return is calculated based on (i) NAV growth which represents the change in NAV from December 31, 2013 (the last period before the Merger) to December 31, 2017 and (ii) the aggregate amount of regular and special dividends declared and paid on our common stock described in Note 2 above. No NAV has been calculated since December 31, 2017. Please see Net Asset Value on page 13 for more information on our NAV and the calculation thereof. Past performance is not a guarantee of future results.
Segment Information
Our reportable segments during the three months ended June 30, 2018 consist of two types of commercial real estate properties, namely, office and hotel, as well as a segment for our lending business. Our reportable segments during the three months ended June 30, 2017 consist of three types of commercial real estate properties, namely, office, hotel and multifamily, as well as a segment for our lending business. Aggregate segment NOI was $29,352,000 for the three months ended June 30, 2018, compared to $32,469,000 for the three months ended June 30, 2017.
Office
Same-Store
Same-store office segment NOI increased 8.6% on a GAAP basis and 4.8% on a cash basis. The increase in same-store segment NOI is primarily due to an increase in revenue at certain of our California and Washington D.C. properties due to increases in occupancy and or rental rates and an increase in expense reimbursements at certain of our California properties and at one of our Washington, D.C. properties, partially offset by an increase in operating expenses and other reimbursable expenses at certain of our California properties and one of our Washington, D.C. properties and a decrease in lease termination income at one of our California properties.
At June 30, 2018, the Companys office portfolio was 94.0% occupied, an increase of 80 basis points year-over-year on a same-store basis and 94.1% leased, a decrease of 10 basis points year-over-year on a same store basis. The annualized rent per occupied square foot on a same store basis was $42.99 at June 30, 2018 compared to $40.01 at June 30, 2017. For the three months ended June 30, 2018, the Company executed 19,442 square feet of recurring leases at our same-store office portfolio, representing same-store cash rent growth per square foot of 17.0%.
Total
Office segment NOI decreased to $23,863,000 in the three months ended June 30, 2018, from $25,716,000 in the three months ended June 30, 2017. Such decrease was primarily attributable to the sale of five office properties and a parking garage during the last nine months of 2017, a decrease in lease termination income at one of our California properties, and an increase in operating expenses and other reimbursable expenses at certain of our California properties and at one of our Washington, D.C. properties, partially offset by an increase due to the acquisition of two office properties in December 2017 and January 2018 and an increase in rental revenue and expense reimbursements at certain of our California and Washington D.C. properties due to increases in occupancy and or rental rates.
Hotel
Hotel segment NOI was $4,110,000 in the three months ended June 30, 2018, compared to $3,983,000 in the three months ended June 30, 2017.
Multifamily
During the three months ended June 30, 2017, we sold three of our five multifamily properties and sold the remaining two multifamily properties during the last six months of 2017. Multifamily segment NOI was $1,742,000 for the three months ended June 30, 2017.
Lending
Our lending segment primarily consists of our SBA 7(a) lending platform, which is a national lender that primarily originates loans to small businesses in the hospitality industry. Lending segment NOI was $1,379,000 in the three months ended June 30, 2018, compared to $1,028,000 in the three months ended June 30, 2017. The increase is primarily due to an increase in premium income from the sale of the guaranteed portion of our SBA 7(a) loans, an increase in interest income due to an increase in the principal balance of our loan portfolio as well as increases in the prime rate, and higher revenue as a result of the recognition of accretion for discounts related to increased prepayments on our loans, partially offset by interest expense that commenced in May 2018 as a result of the issuance of the SBA 7(a) loan-backed notes and an increase in interest expense from secured borrowings
Debt and Equity
On May 30, 2018, we completed a securitization of the unguaranteed portion of certain of our SBA 7(a) loans receivable with the issuance of $38,200,000 of unguaranteed SBA 7(a) loan-backed notes. The SBA 7(a) loan-backed notes are collateralized by the right to receive payments and other recoveries attributable to the unguaranteed portions of certain of our SBA 7(a) loans receivable. The SBA 7(a) loan-backed notes mature on March 20, 2043, with monthly payments due as payments on the collateralized loans are received. Based on the anticipated repayments of our collateralized SBA 7(a) loans, we estimate the weighted average life of the SBA 7(a) loan-backed notes to be approximately three years. The SBA 7(a) loan-backed notes bear interest at the lower of the one-month LIBOR plus 1.40% or the prime rate less 1.08%. We reflect the SBA 7(a) loans receivable as assets on our consolidated balance sheet and the SBA 7(a) loan-backed notes as debt on our consolidated balance sheet.
During the three months ended June 30, 2018, we issued 476,462 Series A preferred units, with each Series A preferred unit consisting of one share of Series A preferred stock and one warrant to purchase 0.25 shares of our common stock, resulting in net proceeds of approximately $10,971,000. Net proceeds represent gross proceeds offset by costs specifically identifiable to the offering of the Series A preferred units, such as commissions, dealer manager fees, and other offering fees and expenses.
Dividends
On June 4, 2018, CIM Commercial Trusts Board of Directors approved, and we declared, a quarterly cash dividend of $0.125 per common share. The dividend was paid on June 28, 2018 to stockholders of record on June 15, 2018.
In addition, the Board of Directors approved, and we declared, a quarterly cash dividend of $0.34375 per share of CMCTs Series A preferred stock. For shares of Series A preferred stock issued during the second quarter of 2018, the dividend was prorated from the time of issuance. The dividend was paid on July 16, 2018 to stockholders of record on July 5, 2018.
About CMCT
CIM Commercial Trust is a real estate investment trust that primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving urban communities throughout the United States. Its properties are primarily located in Los Angeles, the San Francisco Bay Area and Washington, D.C. CIM Commercial Trust is operated by affiliates of CIM Group, L.P., a vertically-integrated owner and operator of real assets with multi-disciplinary expertise and in-house research, acquisition, credit analysis, development, finance, leasing, and asset management capabilities (www.cimcommercial.com).
FORWARD-LOOKING STATEMENTS
The information set forth herein contains forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts or discuss the business and affairs of CIM Commercial Trust on a prospective basis. Further, statements that include words such as may, will, project, might, expect, target, believe, anticipate, intend, could, would, estimate, continue, pursue, or should or the negative or other words or expressions of similar meaning, may identify forward-looking statements.
CIM Commercial Trust bases these forward-looking statements on particular assumptions that it has made in light of its experience, as well as its perception of expected future developments and other factors that it believes are appropriate under the circumstances. These forward-looking statements are necessarily estimates reflecting the judgment of CIM Commercial Trust and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, including those set forth in CIM Commercial Trusts Annual Report on Form 10-K for the fiscal year ended December 31, 2017, the Registration Statement on Form S-11 (Reg. No 333-210880) relating to the Series A preferred stock, and the Registration Statement on Form S-3 (Reg. No, 333-203639) relating to the sale of common stock by a selling shareholder.
As you read and consider the information herein, you are cautioned to not place undue reliance on these forward-looking statements. These statements are not guarantees of performance or results and speak only as of the date hereof. These forward-looking statements involve risks, uncertainties and assumptions. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained herein will in fact transpire. New factors emerge from time to time, and it is not possible for CIM Commercial Trust to predict all of them. Nor can CIM Commercial Trust assess the impact of each such factor or the extent to which any factor, or combination of factors may cause results to differ materially from those contained in any forward-looking statement. CIM Commercial Trust undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.
For CIM Commercial Trust Corporation
Media Relations:
Bill Mendel, 212-397-1030
bill@mendelcommunications.com
or
Shareholder Relations:
Steve Altebrando, 646-652-8473
shareholders@cimcommercial.com
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited and in thousands, except share and per share amounts)
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June 30, 2018 |
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December 31, 2017 |
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ASSETS |
|
|
|
|
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Investments in real estate, net |
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$ |
1,075,931 |
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$ |
957,725 |
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Cash and cash equivalents |
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91,192 |
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129,310 |
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Restricted cash |
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22,800 |
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27,008 |
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Loans receivable, net |
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71,606 |
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81,056 |
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Accounts receivable, net |
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9,169 |
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13,627 |
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Deferred rent receivable and charges, net |
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86,162 |
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84,748 |
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Other intangible assets, net |
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11,625 |
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6,381 |
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Other assets |
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19,876 |
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36,533 |
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TOTAL ASSETS |
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$ |
1,388,361 |
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$ |
1,336,388 |
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LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY |
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|
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LIABILITIES: |
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|
|
|
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Debt, net |
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$ |
666,932 |
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$ |
630,852 |
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Accounts payable and accrued expenses |
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27,391 |
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26,394 |
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Intangible liabilities, net |
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3,829 |
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1,070 |
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Due to related parties |
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9,203 |
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8,814 |
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Other liabilities |
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14,529 |
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14,629 |
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Total liabilities |
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721,884 |
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681,759 |
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COMMITMENTS AND CONTINGENCIES |
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|
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REDEEMABLE PREFERRED STOCK: Series A, $0.001 par value; 36,000,000 shares authorized; 1,845,473 and 1,842,353 shares issued and outstanding, respectively, at June 30, 2018 and 1,225,734 and 1,224,712 shares issued and outstanding, respectively, at December 31, 2017; liquidation preference of $25.00 per share, subject to adjustment |
|
42,037 |
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27,924 |
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EQUITY: |
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|
|
|
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Series A cumulative redeemable preferred stock, $0.001 par value; 36,000,000 shares authorized; 308,775 and 307,510 shares issued and outstanding, respectively, at June 30, 2018 and 61,435 and 60,592 shares issued and outstanding, respectively, at December 31, 2017; liquidation preference of $25.00 per share, subject to adjustment |
|
7,637 |
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1,508 |
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Series L cumulative redeemable preferred stock, $0.001 par value; 9,000,000 shares authorized; 8,080,740 shares issued and outstanding at June 30, 2018 and December 31, 2017; liquidation preference of $28.37 per share, subject to adjustment |
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229,251 |
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229,251 |
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Common stock, $0.001 par value; 900,000,000 shares authorized; 43,795,073 and 43,784,939 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively |
|
44 |
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44 |
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Additional paid-in capital |
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792,245 |
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792,631 |
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Accumulated other comprehensive income |
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3,221 |
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1,631 |
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Distributions in excess of earnings |
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(408,797 |
) |
(399,250 |
) | ||
Total stockholders equity |
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623,601 |
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625,815 |
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Noncontrolling interests |
|
839 |
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890 |
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Total equity |
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624,440 |
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626,705 |
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TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY |
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$ |
1,388,361 |
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$ |
1,336,388 |
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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited and in thousands, except per share amounts)
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Three Months Ended |
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Six Months Ended |
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2018 |
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2017 |
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2018 |
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2017 |
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REVENUES: |
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Rental and other property income |
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$ |
34,900 |
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$ |
46,124 |
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$ |
68,697 |
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$ |
97,183 |
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Hotel income |
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10,160 |
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9,832 |
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19,849 |
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19,582 |
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Expense reimbursements |
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3,351 |
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2,526 |
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4,960 |
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5,556 |
| ||||
Interest and other income |
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3,148 |
|
2,817 |
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6,451 |
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5,927 |
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|
|
51,559 |
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61,299 |
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99,957 |
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128,248 |
| ||||
EXPENSES: |
|
|
|
|
|
|
|
|
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Rental and other property operating |
|
20,780 |
|
27,249 |
|
38,800 |
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50,209 |
| ||||
Asset management and other fees to related parties |
|
6,143 |
|
7,863 |
|
12,354 |
|
16,563 |
| ||||
Interest |
|
6,811 |
|
9,513 |
|
13,444 |
|
19,286 |
| ||||
General and administrative |
|
1,915 |
|
1,647 |
|
5,291 |
|
3,326 |
| ||||
Transaction costs |
|
344 |
|
11,615 |
|
344 |
|
11,628 |
| ||||
Depreciation and amortization |
|
13,325 |
|
14,761 |
|
26,473 |
|
31,992 |
| ||||
Impairment of real estate |
|
|
|
13,100 |
|
|
|
13,100 |
| ||||
|
|
49,318 |
|
85,748 |
|
96,706 |
|
146,104 |
| ||||
Gain on sale of real estate |
|
|
|
116,283 |
|
|
|
304,017 |
| ||||
INCOME BEFORE PROVISION FOR INCOME TAXES |
|
2,241 |
|
91,834 |
|
3,251 |
|
286,161 |
| ||||
Provision for income taxes |
|
292 |
|
462 |
|
680 |
|
854 |
| ||||
NET INCOME |
|
1,949 |
|
91,372 |
|
2,571 |
|
285,307 |
| ||||
Net income attributable to noncontrolling interests |
|
(12 |
) |
(9 |
) |
(16 |
) |
(14 |
) | ||||
NET INCOME ATTRIBUTABLE TO THE COMPANY |
|
1,937 |
|
91,363 |
|
2,555 |
|
285,293 |
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Redeemable preferred stock dividends accumulated |
|
(3,152 |
) |
|
|
(6,304 |
) |
|
| ||||
Redeemable preferred stock dividends declared |
|
(662 |
) |
(72 |
) |
(1,155 |
) |
(103 |
) | ||||
Redeemable preferred stock redemptions |
|
1 |
|
|
|
2 |
|
|
| ||||
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
$ |
(1,876 |
) |
$ |
91,291 |
|
$ |
(4,902 |
) |
$ |
285,190 |
|
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
(0.04 |
) |
$ |
1.16 |
|
$ |
(0.11 |
) |
$ |
3.50 |
|
Diluted |
|
$ |
(0.04 |
) |
$ |
1.16 |
|
$ |
(0.11 |
) |
$ |
3.50 |
|
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
43,791 |
|
78,871 |
|
43,788 |
|
81,445 |
| ||||
Diluted |
|
43,791 |
|
78,871 |
|
43,788 |
|
81,445 |
|
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
Funds from Operations
(Unaudited and in thousands, except per share amounts)
We believe that FFO is a widely recognized and appropriate measure of the performance of a REIT and that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO represents net income (loss) attributable to common stockholders, computed in accordance with generally accepted accounting principles (GAAP), which reflects the deduction of redeemable preferred stock dividends accumulated, excluding gains (or losses) from sales of real estate, impairment of real estate, and real estate depreciation and amortization. We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (the NAREIT).
Like any metric, FFO should not be used as the only measure of our performance because it excludes depreciation and amortization and captures neither the changes in the value of our real estate properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our operating results. Other REITs may not calculate FFO in accordance with the standards established by the NAREIT; accordingly, our FFO may not be comparable to the FFOs of other REITs. Therefore, FFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a supplement to or substitute measure for cash flows from operating activities computed in accordance with GAAP. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends.
The following table sets forth a reconciliation of net (loss) income attributable to common stockholders to FFO attributable to common stockholders:
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
| ||||
Net (loss) income attributable to common stockholders |
|
$ |
(1,876 |
) |
$ |
91,291 |
|
$ |
(4,902 |
) |
$ |
285,190 |
|
Depreciation and amortization |
|
13,325 |
|
14,761 |
|
26,473 |
|
31,992 |
| ||||
Impairment of real estate |
|
|
|
13,100 |
|
|
|
13,100 |
| ||||
Gain on sale of depreciable assets |
|
|
|
(116,283 |
) |
|
|
(304,017 |
) | ||||
FFO attributable to common stockholders |
|
$ |
11,449 |
|
$ |
2,869 |
|
$ |
21,571 |
|
$ |
26,265 |
|
FFO attributable to common stockholders per diluted share |
|
$ |
0.26 |
|
$ |
0.04 |
|
$ |
0.49 |
|
$ |
0.32 |
|
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
Earnings Per Share
(Unaudited and in thousands, except per share amounts)
Earnings per share (EPS) for the year-to-date period may differ from the sum of quarterly EPS amounts due to the required method for computing EPS in the respective periods. In addition, EPS is calculated independently for each component and may not be additive due to rounding.
The following table reconciles the numerator and denominator used in computing our basic and diluted per-share amounts for net income (loss) attributable to common stockholders for the three months ended June 30, 2018 and 2017:
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
| ||||
Numerator: |
|
|
|
|
|
|
|
|
| ||||
Net (loss) income attributable to common stockholders |
|
$ |
(1,876 |
) |
$ |
91,291 |
|
$ |
(4,902 |
) |
$ |
285,190 |
|
Redeemable preferred stock dividends declared on dilutive shares |
|
|
|
|
|
|
|
|
| ||||
Numerator for dilutive net (loss) income attributable to common stockholders |
|
$ |
(1,876 |
) |
$ |
91,291 |
|
$ |
(4,902 |
) |
$ |
285,190 |
|
Denominator: |
|
|
|
|
|
|
|
|
| ||||
Basic weighted average shares of Common Stock outstanding |
|
43,791 |
|
78,871 |
|
43,788 |
|
81,445 |
| ||||
Effect of dilutive securitiescontingently issuable shares |
|
|
|
|
|
|
|
|
| ||||
Diluted weighted average shares and common stock equivalents outstanding |
|
43,791 |
|
78,871 |
|
43,788 |
|
81,445 |
| ||||
Net (loss) income attributable to common stockholders per share: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
(0.04 |
) |
$ |
1.16 |
|
$ |
(0.11 |
) |
$ |
3.50 |
|
Diluted |
|
$ |
(0.04 |
) |
$ |
1.16 |
|
$ |
(0.11 |
) |
$ |
3.50 |
|
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
Reconciliation of Net Operating Income
(Unaudited and in thousands)
We internally evaluate the operating performance and financial results of our real estate segments based on segment NOI, which is defined as rental and other property income and expense reimbursements less property related expenses and excludes non-property income and expenses, interest expense, depreciation and amortization, corporate related general and administrative expenses, gain (loss) on sale of real estate, impairment of real estate, transaction costs, and provision for income taxes. For our lending segment, we define NOI as interest income net of interest expense and general overhead expenses. We also evaluate the operating performance and financial results of our operating segments using cash basis NOI, or cash NOI. We define cash NOI as segment NOI adjusted to exclude the effect of the straight lining of rents, acquired above/below market lease amortization and other adjustments required by GAAP.
Segment NOI and cash NOI are not measures of operating results or cash flows from operating activities as measured by GAAP and should not be considered alternatives to income from continuing operations, or to cash flows as a measure of liquidity, or as an indication of our performance or of our ability to pay dividends. Companies may not calculate segment NOI or cash NOI in the same manner. We consider segment NOI and cash NOI to be useful performance measures to investors and management because, when compared across periods, they reflect the revenues and expenses directly associated with owning and operating our properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing a perspective not immediately apparent from income from continuing operations. Additionally, we believe that cash NOI is helpful to investors because it eliminates straight line rent and other non-cash adjustments to revenue and expenses.
To facilitate a comparison of our segments and portfolio between reporting periods, we calculate comparable amounts for a subset of our segments and portfolio referred to as our same-store properties. Our same-store properties are ones which we have owned and operated in a consistent manner and reported in our consolidated results during the entire span of the periods being reported. We excluded from our same-store property set this quarter any properties (i) acquired on or after April 1, 2017; (ii) sold or otherwise removed from our consolidated financial statements before June 30, 2018; or (iii) that underwent a major repositioning project we believed significantly affected its results at any point during the period commencing on April 1, 2017 and ending on June 30, 2018.
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
Reconciliation of Net Operating Income (Continued)
(Unaudited and in thousands)
Below is a reconciliation of cash NOI to segment NOI and net income for the three months ended June 30, 2018 and 2017.
|
|
Three Months Ended June 30, 2018 |
| |||||||||||||||||||
|
|
Same- |
|
Non- |
|
Total |
|
Hotel |
|
Multi- |
|
Lending |
|
Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cash net operating income |
|
$ |
20,888 |
|
$ |
1,553 |
|
$ |
22,441 |
|
$ |
4,113 |
|
$ |
|
|
$ |
1,372 |
|
$ |
27,926 |
|
Deferred rent and amortization of intangible assets, liabilities, and lease inducements |
|
467 |
|
955 |
|
1,422 |
|
(3 |
) |
|
|
|
|
1,419 |
| |||||||
Straight line rent, below-market ground lease and amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
7 |
|
7 |
| |||||||
Segment net operating income |
|
$ |
21,355 |
|
$ |
2,508 |
|
$ |
23,863 |
|
$ |
4,110 |
|
$ |
|
|
$ |
1,379 |
|
$ |
29,352 |
|
Asset management and other fees to related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,504 |
) | |||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,511 |
) | |||||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,427 |
) | |||||||
Transaction costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
(344 |
) | |||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,325 |
) | |||||||
Income before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,241 |
| |||||||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
(292 |
) | |||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,949 |
| |||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 |
) | |||||||
Net income attributable to the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,937 |
|
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
Reconciliation of Net Operating Income (Continued)
(Unaudited and in thousands)
|
|
Three Months Ended June 30, 2017 |
| |||||||||||||||||||
|
|
Same- |
|
Non- |
|
Total |
|
Hotel |
|
Multi- |
|
Lending |
|
Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cash net operating income |
|
$ |
19,927 |
|
$ |
6,272 |
|
$ |
26,199 |
|
$ |
3,983 |
|
$ |
1,900 |
|
$ |
1,018 |
|
$ |
33,100 |
|
Deferred rent and amortization of intangible assets, liabilities, and lease inducements |
|
212 |
|
91 |
|
303 |
|
|
|
(20 |
) |
|
|
283 |
| |||||||
Straight line rent, below-market ground lease and amortization of intangible assets |
|
|
|
(312 |
) |
(312 |
) |
|
|
(138 |
) |
10 |
|
(440 |
) | |||||||
Lease termination income |
|
(474 |
) |
|
|
(474 |
) |
|
|
|
|
|
|
(474 |
) | |||||||
Segment net operating income |
|
$ |
19,665 |
|
$ |
6,051 |
|
$ |
25,716 |
|
$ |
3,983 |
|
$ |
1,742 |
|
$ |
1,028 |
|
$ |
32,469 |
|
Asset management and other fees to related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,079 |
) | |||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,568 |
) | |||||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
(795 |
) | |||||||
Transaction costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,615 |
) | |||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,761 |
) | |||||||
Impairment of real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,100 |
) | |||||||
Gain on sale of real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
116,283 |
| |||||||
Income before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
91,834 |
| |||||||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
(462 |
) | |||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
91,372 |
| |||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9 |
) | |||||||
Net income attributable to the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
91,363 |
|
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
Net Asset Value
(Unaudited and in thousands)
As of December 31, 2017, we have established an estimated NAV per share of common stock of $23.96. Neither the Financial Industry Regulatory Authority nor the Securities and Exchange Commission provides rules on the methodology we must use to determine our estimated NAV per share. The determination of estimated NAV involves a number of subjective assumptions, estimates and judgments that may not be accurate or complete. We believe there is no established practice among public REITs for calculating estimated NAV. Different firms using different property-specific, general real estate, capital markets, economic and other assumptions, estimates and judgments could derive an estimated NAV that is significantly different from our estimated NAV. Thus, other public REITs methodologies used to calculate estimated NAV may differ materially from ours. Additionally, the estimated NAV does not give effect to changes in value, investment activities, capital activities, indebtedness levels, and other various activities occurring after December 31, 2017 that would have an impact on our estimated NAV.
The estimated NAV per share of $23.96 was calculated relying in part on appraisals of our real estate assets and the assets of our lending segment. We engaged various third party appraisal firms to perform appraisals of our real estate assets and the assets of our lending segment as of December 31, 2017. Except for one office property acquired in December 2017, which was based on the purchase price (including transaction costs that were capitalized and assumption of liabilities) negotiated with the unrelated third-party seller, the fair values of our investments in real estate were based on appraisals obtained as of December 31, 2017. The fair values of the assets of our lending segment were based on an appraisal obtained as of December 31, 2017.
The December 31, 2017 appraisals were performed in accordance with standards set forth by the American Institute of Certified Public Accountants. Each of our appraisals were prepared by personnel who are subject to and in compliance with the code of professional ethics and the standards of professional conduct set forth by the certification programs of the professional appraisal organizations of which they are members.
www.cimgroup.com ©2018 CIM Group CIM Commercial Trust Corporation Investor Presentation Second Quarter 2018
Important Disclosures |
Free Writing Prospectus | CIM Commercial Trust Corporation Investor Presentation Q2 2018
Filed Pursuant to Rule 433 | Dated August 9, 2018 | Registration Statement Nos. 333-203639; 333-210880
CIM Commercial Trust Corporation (the Company) has filed registration statements (including prospectuses and prospectus supplements) with the Securities and Exchange Commission (the SEC) for the offerings to which this communication relates. Before you invest, you should read the prospectuses and the prospectus supplements in those registration statements and other documents the Company has filed with the SEC for more complete information about the Company and the offerings. You may get these documents for free by visiting the Companys website at http://shareholders.cimcommercial.com/. Alternatively, you may request to receive a prospectus by calling toll-free at 1-866-341-2653.
You may also access the applicable prospectus for free on the SEC website at www.sec.gov as follows:
· Prospectus, dated April 13, 2018, relating to Registration Statement No. 333-210880 and Supplement No. 1 dated May 14, 2018
Forward-looking Statements
The information set forth herein contains forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts or they discuss the business and affairs of CIM Commercial Trust Corporation (CMCT, CIM Commercial, the Company) on a prospective basis. Further, statements that include words such as may, will, project, might, expect, believe, anticipate, intend, could, would, estimate, continue, pursue, or should or the negative or other words or expressions of similar meaning, may identify forward-looking statements.
CIM Commercial bases these forward-looking statements on particular assumptions that it has made in light of its experience, as well as its perception of expected future developments and other factors that it believes are appropriate under the circumstances. These forward-looking statements are necessarily estimates reflecting the judgment of CIM Commercial and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, including those set forth in CIM Commercials Annual Report on Form 10-K for the fiscal year ended December 31, 2017, the Registration Statement on Form S-11 (Reg. No. 333-210880) relating to the Series A Preferred Stock, and the Registration Statement on Form S-3 (Reg. No, 333-203639) relating to the sale of common stock by a selling shareholder.
As you read and consider the information herein, you are cautioned to not place undue reliance on these forward-looking statements. These statements are not guarantees of performance or results and speak only as of the date hereof. These forward-looking statements involve risks, uncertainties and assumptions. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained herein will in fact transpire. New factors emerge from time to time, and it is not possible for CIM Commercial to predict all of them. Nor can CIM Commercial assess the impact of each such factor or the extent to which any factor, or combination of factors may cause results to differ materially from those contained in any forward-looking statement. CIM Commercial undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.
www.cimgroup.com | ©2018 CIM Group | CMCT CIM Commercial Trust Corporation
CMCT Thesis Resources & Expertise of CIM Group Premier Institutional Owner Operator Large-scale platform with vertically-integrated team Proprietary Qualified Community methodology Disciplined, relative-value owner operator with sightlines across all major U.S. urban markets Class A and Creative Office Assets in Gateway Markets Located in high barrier-to-entry sub-markets where CIM Group anticipates outsized rent growth San Francisco Bay Area, Los Angeles, Washington, DC, and Austin Strong Same-Store Growth Prospects Same-store growth opportunity through increasing below-market leases to market rates Value-add / development opportunities Focused on growing NAV and cash flows per share of common stock while targeting a prudent capital structure consisting of ~45% common equity based on fair value Since the beginning of 2014, have provided $8.61 per share in regular dividends, special dividends, and a tender offer made available to all shareholders1 Maximizing Returns for Shareholders CMCT is the product of a merger (the Merger) between CIM Urban REIT, LLC (CIM REIT), a fund operated by CIM, and PMC Commercial Trust in Q1 2014. Represents dividends declared on our common stock from January 1, 2014 through June 30, 2018. Excludes a special dividend paid to PMC Commercial Trusts shareholders in connection with the Merger, but includes 2014 dividends received by CIM REIT shareholders prior to the Merger and dividends on convertible preferred stock received by Urban Partners II, LLC, an affiliate of CIM REIT and CIM Group, L.P., on an as converted basis, in the Merger. The per share equivalent in proceeds from the tender offer is $2.15, calculated by dividing $210,000,000, the amount used by CMCT to purchase shares of common stock of CMCT in the tender offer, by 97,676,197, the number of shares of common stock outstanding immediately prior to such tender offer. The amounts of regular and special cash dividends per share are based on the number of shares outstanding as of the applicable record dates. Past performance is not indicative of future results. 2
Performance Since Launch of CMCT 3 Return based on cumulative regular and special dividends since March 31, 2014, divided by initial net asset value (NAV), from March 31, 2014 to June 30, 2018. Please see Net Asset Value under Important Disclosures with respect to the methodology of the calculation of NAV of CMCT. Returns based on change in NAV per share from March 31, 2014 to June 30, 2018. U.S. Office REITs reflects the weighted average historical stock price and NAV performance of the companies included in the SNL US REIT Office Index as of June 30, 2018 based, for all periods indicated, on the weights attributed to each such company by such index as of June 30, 2018. The SNL US REIT Office Index is an index of certain publicly traded office REITs in the United States. The characteristics of the portfolios of assets of such companies included in U.S. Office REITs may differ significantly from the characteristics of CMCTs portfolio of assets. U.S. Office REITs may therefore not be an appropriate benchmark for the performance of CMCT. Past performance is not a guarantee of future results. The data used in this chart is derived from SNL and filings with the U.S. Securities and Exchange Commission. 4 4 (20%) (10%) 0% 10% 20% 30% 40% Cumulative Return from Dividends 1,2 CMCT US Office REITs (20%) (10%) 0% 10% 20% 30% 40% Cumulative Return from Change in NAV per Share 2,3 CMCT US Office REITs
Performance Since Launch of CMCT 4 Total return includes changes in stock price or net asset value (NAV) per share, as applicable, and includes all dividends declared and paid with respect to the Companys common stock from March 31, 2014 to June 30, 2018. Please see Net Asset Value under Important Disclosures with respect to the methodology of the calculation of NAV of CMCT. U.S. Office REITs reflects the weighted average historical stock price and NAV performance of the companies included in the SNL US REIT Office Index as of June 30, 2018 based, for all periods indicated, on the weights attributed to each such company by such index as of June 30, 2018. The SNL US REIT Office Index is an index of certain publicly traded office REITs in the United States. The characteristics of the portfolios of assets of such companies included in U.S. Office REITs may differ significantly from the characteristics of CMCTs portfolio of assets. U.S. Office REITs may therefore not be an appropriate benchmark for the performance of CMCT. Past performance is not a guarantee of future results. The data used in this chart is derived from SNL and filings with the U.S. Securities and Exchange Commission. NAV per Share + Dividends Stock Price + Dividends 3 3 (50%) (40%) (30%) (20%) (10%) 0% 10% 20% 30% 40% 50% Total Return Based on NAV 1,2 CMCT US Office REITs (50%) (40%) (30%) (20%) (10%) 0% 10% 20% 30% 40% 50% Total Return Based on Stock Price 1 CMCT US Office REITs
CMCT Key Performance Indicators1,2 5 Metrics exclude the lending segment and any assets sold prior to June 30, 2018. 9460 Wilshire Boulevard was acquired in January 2018 and is included in Q2 2018 metrics. 1130 Howard Street was acquired in December 2017 and is included in 2017 metrics. The annualized rent as of December 31, 2017 for 12,944 rentable square feet of 1130 Howard Street was presented using the actual rental income under a signed lease with a different tenant who took possession in March 2018, as the space was occupied by the prior owner and annualized rent under the short-term lease was de minimis. Metrics exclude Sheraton Grand Hotel. Historical occupancies for office properties are shown as a percentage of rentable square feet and are based on leases commenced as of December 31st of each historical year or, with respect to Q2 2018, as of June 30, 2018. Historical Annualized Rent PSF represents annualized gross rent divided by total occupied square feet as of December 31st of each historical year or, with respect to Q2 2018, as of June 30, 2018. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Annualized rent for applicable office properties includes rent attributable to retail. Excludes the lending segment. See Pro-Forma Cash NOI under CMCT Net Asset Value and Pro-Forma Cash NOI on page 6 and Net Operating Income Reconciliations on pages 28-31. 2 Kaiser Plaza was acquired in August 2015. The property is included in Pro-forma Cash NOI beginning on the acquisition date. 1130 Howard was acquired in December 2017. The property is included in Pro-forma Cash NOI beginning on the acquisition date. 9460 Wilshire Boulevard was acquired in January 2018. The property is included in Pro-forma Cash NOI beginning on the acquisition date. Office Hotel 7 8 9 $60,637 $67,102 $82,179 $43,603 $72,860 $80,421 $95,564 $51,654 2015 2016 2017 Six Months Ended 6/30/2018 Pro - Forma Cash NOI 6 ($ in thousands) 93.3% 92.9% 94.2% 94.0% 2015 2016 2017 6/30/2018 Pro - Forma Occupancy 3,4 $37.69 $39.10 $41.00 $44.54 2015 2016 2017 6/30/2018 Pro - Forma Annualized Rent PSF 3,5 $1,373,800 $1,432,200 $1,524,532 $1,668,056 $1,514,800 $1,575,100 $1,676,432 $1,820,807 2015 2016 2017 6/30/2018 Pro - Forma Investments in Real Estate at Fair Value ($ in thousands)
CMCT Net Asset Value and Pro-Forma Cash NOI 6 As of December 31, 2017. See Net Asset Value under Important Disclosures on page 32. Excludes secured borrowings on government guaranteed loans, which are included with cash and other assets net of other liabilities. See Net Operating Income Reconciliations on pages 28-31. 2 Kaiser Plaza was acquired in August 2015. The property is included in Net income attributable to the Company and Pro-forma Cash NOI beginning on the acquisition date. 1130 Howard was acquired in December 2017. The property is included in Net income attributable to the Company and Pro-forma Cash NOI beginning on the acquisition date. 9460 Wilshire was acquired in January 2018. The property is included in Net income attributable to the Company and Pro-forma Cash NOI beginning on the acquisition date. Pro-Forma Cash NOI3 Estimated Net Asset Value1 ($ in thousands, except for shares and per share amounts) (Unaudited) Investments in real estate - at fair value $1,676,432 Loans receivable - at fair value 83,858 Debt 2 (608,695) Cash and other assets net of other liabilities 135,644 Noncontrolling interests (1,055) Redeemable Series A Preferred Stock (29,331) Redeemable Series L Preferred Stock (207,845) Estimated NAV available to common shareholders $1,049,008 Shares of Common Stock outstanding 43,784,939 Estimated NAV per share of Common Stock $23.96 ($ in thousands) (Unaudited) Six Months Ended December 31, 2015 4 December 31, 2016 December 31, 2017 5 June 30, 2018 6 Net income attributable to the Company 24,392 $ 34,547 $ 379,737 $ 2,555 $ Total Cash NOI 131,868 $ 128,470 $ 127,467 $ 54,752 $ Less Cash NOI from assets sold prior to June 30, 2018 56,148 43,527 26,610 - Pro-forma Cash NOI 75,720 $ 84,943 $ 100,857 $ 54,752 $ Pro-forma NOI Breakdown: Pro-forma Lending NOI 2,860 $ 4,522 $ 5,293 $ 3,098 $ Pro-forma Hotel NOI 12,223 13,319 13,385 8,051 Pro-forma Office NOI 60,637 67,102 82,179 43,603 Pro-forma Cash NOI 75,720 $ 84,943 $ 100,857 $ 54,752 $ Twelve Months Ended
CIM Group Overview
CIM Strategies 8 Urban Real Assets Infrastructure & Real Estate Stabilized Equity Opportunistic Equity Debt Value-add Equity CIM Commercial Trust Publicly Listed REIT NASDAQ: CMCT TASE: CMCT Predecessor formed in 2005 Net-lease Debt National Credit Real Estate Community Focused Strategies
CIM Summary Established Established in 1994 as an integrated owner and operator of real assets Strategies Community-focused urban real assets (real estate and infrastructure) in communities qualified by CIM and national credit (net-lease and debt) platforms Vertically-Integrated Multi-disciplinary expertise and in-house research, acquisition, credit analysis, development, finance, leasing and asset management capabilities Organization 875+ employees (15 principals including all of its founders, 490+ professionals)1 Office Locations Headquartered in Los Angeles, California and has offices in Oakland, California; Bethesda, Maryland; Dallas, Texas; New York, New York; Chicago, Illinois; and Phoenix, Arizona Partners & Co-Investors Diversified institutional relationships with approximately half committing to multiple CIM products, along with an expansive retail base with more than 89,000 individual shareholders1 As of July 2018. As of March 31, 2018. See Important Disclosures on page 32 and, in particular, the section Assets Owned and Operated for additional details. 9 Assets Owned and Operated $28.6 billion2 CIM is a community-focused real estate and infrastructure owner, operator and lender. By utilizing their in-house expertise, we create value in our assets, which benefit our investors, and ultimately benefit the community.
Diverse Team of In-House Professionals Commitment to Community Disciplined Approach CIM Competitive Advantages 10 Led by 15 principals (including the three original founders) with average CIM tenure of 15 years Vertically-integrated, real asset owner and operator with expertise across in-house research, acquisition, credit analysis, development, finance, leasing and asset management, working across multiple markets, asset classes and strategies Investments team responsible for entire life cycle of each asset; compensation is directly aligned with that of CIMs partners and co-investors Sector-agnostic focus on specific urban submarkets (Qualified Communities) exhibiting: Market values that are below long-term intrinsic values; or Underserved or transitional areas with dedicated resources that CIM believes will lead to outsized rent growth and/or capital appreciation Extensive capital deployment in Qualified Communities has yielded long-term relationships and a proprietary origination channel Bring goods, services, employment and support needed for communities to be successful Regardless of the market cycle, CIM employed a strict discipline in qualifying communities, as well as underwriting projects and potential acquisitions CIM employs detailed underwriting, conservative leverage and proprietary research 1 2 3
Community Focused Strategy CIM Qualified Communities 11 CIM qualifies communities for acquisition (114 qualified to date, 68 with deployed capital). CIM Qualified Communities exhibit strong growth trends, which CIM believes will lead to outsized rent growth and/or capital appreciation.1 Since initial acquisition, CIMs Qualified Communities have outperformed average national downtowns by over 50%1 1. Since 1994. Based on growth of Class A office rents, sourced from CBRE Outlook Dashboard, accessed June 2018. Growth in CIM Qualified Communities vs. National Downtowns1 -10% 30% 70% 110% 150% CIM Qualified Communities Average National Downtowns
CMCT Overview
CIM Commercial Trust 13 As of June 29, 2018. As of December 31, 2017. NAV includes the lending segment. See CMCT Net Asset Value and Pro-Forma Cash NOI on page 6 for calculation of estimated NAV and Net Asset Value under Important Disclosures on page 32. Represents the percentage of CMCTs outstanding common stock owned by Urban Partners II, LLC as of June 30, 2018. As of June 30, 2018. 3601 South Congress Avenue is counted as one property but consists of 10 buildings and one potential development site. Lindblade Media Center is counted as one property but consists of 3 buildings. Excludes Sheraton Grand Hotel in Sacramento. Includes ancillary properties: one parking garage and two development sites, one of which is being used as a parking lot. Additional 1%-2% CAGR potential from development of already owned sites. CMCT is the product of a merger (the Merger) between CIM Urban REIT, LLC (CIM REIT), a fund operated by CIM, and PMC Commercial Trust in Q1 2014. Represents dividends declared on our common stock from January 1, 2014 through June 30, 2018. Excludes a special dividend paid to PMC Commercial Trusts shareholders in connection with the Merger, but includes 2014 dividends received by CIM REIT shareholders prior to the Merger and dividends on convertible preferred stock received by Urban Partners II, LLC, an affiliate of CIM REIT and CIM Group, L.P., on an as converted basis in the Merger. The amounts of regular and special cash dividends per share are based on the number of shares outstanding as of the applicable record dates. NAV growth represents the change in NAV from December 31, 2013 (the last period before the Merger) to December 31, 2017. No NAV has been calculated since December 31, 2017. Past performance is not a guarantee of future results. Based on fair value. CIM Commercial (NASDAQ: CMCT TASE: CMCT) Primarily focuses on Class A and creative office assets in vibrant and improving urban communities Share Price / Market Cap1 $15.10 / $0.66 billion NAV per Share / NAV2 $23.96 / $1.05 billion Institutional shareholder base (95%)3 Premier Portfolio With Strong Growth Prospects 19 office properties in gateway markets with 3.4 million rentable SF4 Embedded growth through increasing below market leases to market and contractual rent escalations Targeting same-store office NOI CAGR of 4% - 6% through 20225 Return Focused / Attractive Capital Structure NAV growth + cumulative dividends of ~41% since 20142,6 Target capital structure7 of 45% common equity and 55% debt and preferred equity seeks to enhance common equity returns with low relative risk With capital structure implemented, targeted ~15% total return on common equity
Class A and Creative Office Portfolio in Gateway Markets 14 As of June 30, 2018 Represents gross monthly base rent, as of June 30, 2018, multiplied by twelve. The amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Annualized rent for certain office properties includes rent attributable to retail. 9460 Wilshire Boulevard was acquired in January 2018. 3601 South Congress Avenue is counted as one property but consists of 10 buildings and one potential development site. Lindblade Media Center is counted as one property but consists of 3 buildings. Location Sub-Market Rentable Square Feet % of Total % Occupied % Leased Annualized Rent (in thousands) 1 Annualized Rent Per Occupied SF Northern California Oakland, CA 1 Kaiser Plaza Lake Merritt 534,423 15.8% 93.1% 93.1% 20,434 $ 41.07 $ 2101 Webster Street Lake Merritt 471,337 13.8% 99.3% 99.3% 19,208 41.04 1901 Harrison Street Lake Merritt 280,610 8.2% 81.9% 81.9% 10,384 45.18 1333 Broadway City Center 251,155 7.3% 96.0% 96.0% 9,905 41.08 2100 Franklin Street Lake Merritt 216,828 6.3% 98.9% 98.9% 8,889 41.45 Total Oakland, CA 1,754,353 51.4% 94.1% 94.1% 68,820 41.69 San Francisco, CA 260 Townsend Street South of Market 66,682 1.9% 100.0% 100.0% 4,902 73.51 1130 Howard Street South of Market 21,194 0.6% 100.0% 100.0% 1,454 68.60 Total San Francisco, CA 87,876 2.5% 100.0% 100.0% 6,356 72.33 Total Northern California 1,842,229 53.9% 94.4% 94.4% 75,176 $ 43.23 $ Southern California Los Angeles, CA 11620 Wilshire Boulevard West Los Angeles 194,659 5.7% 97.5% 97.5% 7,655 $ 40.33 $ 4750 Wilshire Boulevard Mid-Wilshire 143,361 4.2% 100.0% 100.0% 3,848 26.84 11600 Wilshire Boulevard West Los Angeles 55,919 1.6% 87.6% 87.6% 2,589 52.85 9460 Wilshire Boulevard 2 Beverly Hills 93,339 2.7% 94.9% 94.9% 8,265 93.31 Lindblade Media Center 3 West Los Angeles 32,428 0.9% 100.0% 100.0% 1,422 43.85 Total Los Angeles, CA 519,706 15.1% 96.8% 96.8% 23,779 47.27 Total Southern California 519,706 15.1% 96.8% 96.8% 23,779 $ 47.27 $ East Washington, DC 999 N Capitol Street Capitol Hill 315,983 9.2% 90.1% 90.1% 13,285 $ 46.66 $ 899 N Capitol Street Capitol Hill 314,667 9.2% 86.1% 86.1% 14,317 52.84 830 1st Street Capitol Hill 247,337 7.2% 100.0% 100.0% 10,783 43.60 Total Washington, DC 877,987 25.6% 91.5% 91.5% 38,385 47.78 Total East 877,987 25.6% 91.5% 91.5% 38,385 $ 47.78 $ Southwest Austin, TX 3601 S Congress Avenue 3 South 183,885 5.4% 94.5% 96.6% 6,028 $ 34.69 $ Total Southwest 183,885 5.4% 94.5% 96.6% 6,028 $ 34.69 $ Total Portfolio 3,423,807 100.0% 94.0% 94.1% 143,368 $ 44.54 $
Strong Same-Store Growth Prospects Class A & Creative Office Office assets in vibrant and improving urban communities Targeting same-store NOI CAGR of 4% - 6% through 20221,2 15 Illustrative NAV + Common Share Dividends (Same-Store NOI CAGR of 4%-6%)3 Five Year Growth Target Additional 1%-2% CAGR potential from development of already owned sites. Based on cash and segment NOI. See CMCT Net Asset Value and Pro-Forma Cash NOI on page 6 for calculation of estimated NAV and Net Asset Value under Important Disclosures on page 32. The illustrative NAV per share at 2022 is based on a number of assumptions, including an increase in NOI at 5% per year, an annualized dividend rate of $0.50 per common share and the capital structure of CMCT remaining unchanged from the date hereof. Any changes in these assumptions will affect the ability of CMCT to achieve the illustrative NAV per share. There can be no guarantee that CMCT will be able to achieve NOI growth of 5% per year. In addition, as discussed on page 13, CMCT is targeting a capital structure that is different from CMCTs current capital structure. Further, there can be no assurance that CMCT will maintain an annualized dividend rate per common share of $0.50 per year. Trailing 12-month NOI excludes results for 1130 Howard Street, acquired in December 2017, and 9460 Wilshire Boulevard, acquired in January 2018. See CMCT Net Asset Value and Pro-Forma Cash NOI on page 6 for calculation of estimated NAV and Net Asset Value under Important Disclosures on page 32. Mark-to-market and rent increase 2022 2017 2022 2017 NOI Existing NOI Estimated NAV / Common Share $23.96 ~5.8% cap rate on trailing NOI 4 ~$41.00
Maximizing Returns for Shareholders Attractive and Flexible Capital Structure Target capital structure of 45% common equity, 25% preferred equity and 30% debt seeks to enhance common equity returns with low relative risk Each portion of the capital stack provides superior risk adjusted returns 16 Based on fair value. Includes acquisitions and development potential on sites already owned. Assumes capital structure of 45% common equity, 25% preferred equity and 30% debt, based on fair value. Target Unlevered IRR of 10-12% on Assets2 ~54% Common Equity ~33% Debt Capital Structure1 0.00% 3.00% 6.00% 9.00% 12.00% 15.00% Cost of Debt Cost of Preferred Equity Target Return on Common Equity ~60% Common Equity ~54% Common Equity ~45% Common Equity ~40% Debt & Preferred Equity ~46% Debt & Preferred Equity ~55% Debt & Preferred Equity June 30, 2017 June 30, 2018 Target Common Equity Debt & Preferred Equity
Maximizing Returns for Shareholders Active and strategic portfolio management to maximize returns to shareholders 17 Providing Liquidity to Shareholders1 In September 2016, June 2017 and December 2017, CMCT repurchased $80 million, $576 million and $310 million, respectively, of common shares in privately negotiated transactions from Urban Partners II, LLC. In connection with these share repurchases, CMCT paid the special cash dividends described in the table above that allowed the common stockholders that did not participate in the share repurchases to receive the economic benefit of such repurchases. Urban Partners II, LLC waived its right to receive these special cash dividends. Excludes debt activities at the lending division. Dividend was declared in December 2017 and paid in January 2018. CMCT is the product of a merger (the Merger) between CIM Urban REIT, LLC (CIM REIT), a fund operated by CIM, and PMC Commercial Trust in Q1 2014. Represents dividends declared o our common stock from January 1, 2014 through June 30, 2018. Excludes a special dividend paid to PMC Commercial Trusts shareholders in connection with the Merger, but includes 2014 dividends received by CIM REIT shareholders prior to the Merger and dividends on convertible preferred stock received by Urban Partners II, LLC on an as converted basis in the Merger. The amount of regular and special cash dividends per share are based on the number of shares outstanding as of the applicable record dates. Past performance is not a guarantee of future results. NAV presented for June 30, 2018 of $23.96 represents CMCTs NAV as of December 31, 2017. No NAV has been calculated since December 31, 2017. See CMCT Net Asset Value and Pro-Forma Cash NOI on page 6 for calculation of estimated NAV and Net Asset Value under Important Disclosures on page 32. Date Liquidity 6/2016 $210 million tender offer @ $21.00/share 4/2017 $0.28 per share special cash dividend 6/2017 $1.98 per share special cash dividend 12/2017 $0.73 per share special cash dividend3 NAV / Share + Cumulative Dividends1,4 Active Portfolio Management Gross asset sales of ~ $1,197 million ($1,114 million of net proceeds) (2015-2017) Net proceeds from debt activity of ~ $70 million (2016 & 2017)2 $152 million of office acquisitions (Q4 2017-2018) 5 $21.53 $22.72 $22.98 $23.14 $23.96 $23.96 $0.88 $1.75 $2.63 $6.21 $6.46 $16.00 $20.00 $24.00 $28.00 $32.00 NAV @ 2014 Merger 2014YE 2015YE 2016YE 2017YE June 30, 2018 NAV / Share Cumulative Dividends
Appendix
Community Focused Urban Real Assets Strategy1 Since 1994, CIM has qualified 114 communities in high barrier-to-entry markets and has owned and operated assets in 68 of those communities1. The qualification process generally takes between six months and five years and is a critical component of CIMs urban asset evaluation. 19 CIM believes that its community qualification process provides it with a significant competitive advantage when making urban real asset acquisitions. Qualification Criteria Transitional Urban Districts Thriving Urban Areas Improving demographics Broad public support for CIMs approach Evidence of private funding from other institutional owners and operators Underserved niches in the communitys real estate infrastructure Potential to deploy a minimum of $100 million of opportunistic equity within five years Positive demographic trends Public support for acquisitions Opportunities below intrinsic value Potential to deploy a minimum of $100 million of opportunistic equity within five years As of June 30, 2018. Note that multiple communities may be qualified within a larger city. CIM Group Qualified Communities
Resources & Expertise of Institutional Owner Operator CIM Group Co-Founders 20 Richard Ressler CIM Group Principal, CMCT Chairman of the Board Founder and President of Orchard Capital Corp., a firm through which Mr. Ressler oversees companies in which Orchard Capital or its affiliates invest Co-Founder and a Principal of CIM Group Chairman of the board of j2 Global, Inc. (NASDAQ: JCOM) and director of Presbia PLC (NASDAQ: LENS) Served as Chairman and CEO of JCOM from 1997 to 2000 Chairman of executive committee and co-founder of predecessor of Orchard First Source Asset Management, a full-service provider of capital and leveraged finance solutions to U.S. corporations Co-founded and served as Vice Chairman of Brooke Group Limited, the predecessor of Vector Group, Limited (NYSE: VGR) Previously worked at Drexel Burnham Lambert, Inc. and began his career as an attorney with Cravath, Swaine and Moore, LLP B.A. from Brown University, and J.D. and M.B.A. degrees from Columbia University Avi Shemesh CIM Group Principal and CMCT Board Member Shaul Kuba CIM Group Principal and CMCT Board Member Co-Founder and a Principal of CIM Group Responsible for the day-to-day operations of CIM Group, including leading the Development Group and sourcing new acquisitions Serves on CIM's Investment and Asset Management Committees Real asset owner and operator for over 25 years Previously was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, which developed a variety of commercial and multifamily properties in Los Angeles Co-Founder and a Principal of CIM Group Responsible for responsible for investments, asset management, partner & co-investor relations and portfolio oversight Head of CIMs Investments Group and serves on the firms Investment and Asset Management Committees Real asset owner and operator for over 25 years Previously was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, which developed a variety of commercial and multifamily properties in Los Angeles
Resources & Expertise of Institutional Owner Operator CMCT Management 21 Charles Garner CMCT Chief Executive Officer, CIM Group Principal CEO of CMCT and serves on CIM Groups Investment Committee Prior to joining CIM Group, worked closely with the firm in various capacities since 1996, including originating and managing Federal Realty Investment Trusts partnership with CIM Group Has been involved in billions of dollars of real estate transactions including the acquisition, joint venture investment, disposition and equity and debt financing of more than 100 properties Began career as a C.P.A. at PricewaterhouseCoopers and has held various transactional positions with Federal Realty, Walker & Dunlop and The Stout & Teague Companies B.S. degree in Management from Tulane Universitys A.B. Freeman School of Business Jan Salit CMCT President and Secretary Joined CMCT after merger of PMC Commercial Trust Previously was Chairman of the Board, CEO and Secretary of PMC Commercial Trust Prior to CEO role, held Chief Operating Officer and Chief Investment Officer roles with PMC Commercial Trust (joined predecessor firm in 1993) Prior to joining PMC Commercial Trust, held positions with Glenfed Financial Corporation (and its predecessor company ARMCO Financial Corporation) including Chief Financial Officer David Thompson CMCT Chief Financial Officer, CIM Group Principal Prior to joining CIM Group in 2009, spent 15 years with Hilton Hotels Corporation, most recently as Senior Vice President and Controller responsible for worldwide financial reporting, financial planning and analysis, risk management, internal control and technical accounting compliance Tenure at Hilton included both SEC compliance as a public company and reporting as a private equity portfolio company Began career as a C.P.A. at Arthur Andersen & Co. Terry Wachsner CIM Group Principal, Real Estate Services Prior to joining CIM Group in 2005, was Director of Asset Services for Continental Development Corporation Prior to Continental, was Executive Managing Director for Kennedy-Wilson Properties, Ltd. where he was responsible for the operations and leasing of a 75 million square foot national portfolio of office, retail, industrial, and apartment properties From 1980 to 1998, headed up Heitman Properties, Ltd. as President of Property Management
Key CMCT Submarket: Lake Merritt & City Center 22 Favorable Office Dynamics Relative Value vs. San Francisco CBD (Class A asking rents): 3 San Francisco - $68.03 Oakland - $49.45 Limited New Office Supply in Lake Merritt / City Center: Last major office project completed in 20083 Proposition M: San Francisco office development limited to 875,000 square feet per year An Improving Community Transportation: All six BART lines and every major Bay Area highway run through Oakland Amenities Base: Oakland emerging as a cool place to live and work Residential Development: ~11,000 new units in 2018-2020 (v. ~165,000 existing)3 Residential Monthly Asking Rents3 San Francisco - $3,006 Oakland - $2,125 CMCT In-Place Rents1,2 $41.69 Class A Asking Rents3 $49.45 As of June 30, 2018. For office properties, represents gross monthly base rent per square foot under leases commenced as of June 30, 2018, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Annualized rent for certain office properties includes rent attributable to retail. Source: Costar. 2 Kaiser Plaza is a 44,642 square foot parcel of land currently being used as a surface parking lot. CIM Commercial is entitled to develop a building, which we are in the process of designing, having approximately 425,000 to 800,000 rentable square feet. Note: The examples shown herein have been selected to generally illustrate the philosophy of CIM and may not be representative of future acquisitions. Past performance is not a guarantee of future results. CMCT Assets Asset Type Rentable SF1 Leased %1 Annualized Rent Per Occupied SF1,2 1 Kaiser Plaza Office 534,423 93.1% $41.07 2101 Webster Street Office 471,337 99.3% $41.04 1901 Harrison Street Office 280,610 81.9% $45.18 1333 Broadway Office 251,155 96.0% $41.08 2100 Franklin Street Office 216,828 98.9% $41.45 2 Kaiser Plaza4 Land - - - 2353 Webster Street Garage - - - Total 1,754,353 94.1% $41.69 Oakland, CA
Recent CMCT Transactions 23 The examples below have been selected to generally illustrate CIMs philosophy and may not be representative of future acquisitions. 1130 Howard Street 9460 Wilshire Boulevard Location Acquisition Date SoMa District of San Francisco, CA December 2017 Location Acquisition Date Key Attributes Beverly Hills, CA January 2018 High profile location in Beverly Hills at the corner of Wilshire Boulevard and Beverly Drive Adjacent to the Four Seasons Beverly Wilshire Hotel and Rodeo Drive Strong growth opportunity as below market rents roll to market Key Attributes Located in a vibrant neighborhood that CIM believes is the preferred location for many technology firms in the city 100% leased with weighted average term of ~6 years1 Former concrete warehouse extensively renovated in 2016-17 As of June 30, 2018. Other CIM Assets Other CIM Assets
Debt and Preferred Stock Summary1 24 Excludes: (a) $19,962,000 of secured borrowings government guaranteed loans, which represent sold loans that are treated as secured borrowings because the loan sales did not meet the derecognition criteria provided for in ASC 860-30, Secured Borrowing and Collateral, and (b) premiums, discounts and debt issuance costs. In May 2018, we completed a securitization of the unguaranteed portion of certain of our SBA 7(a) loans receivable with the issuance of $38,200,000 of unguaranteed SBA 7(a) loan-backed notes. The SBA 7(a) loan-backed notes are collateralized by the right to receive payments and other recoveries attributable to the unguaranteed portions of certain of our SBA 7(a) loans receivable. The notes mature on March 20, 2043, with monthly payments due as payments on the collateralized loans are received. Based on the anticipated repayments of our collateralized SBA 7(a) loans, we estimate the weighted average life of the notes to be approximately 3 years. At June 30, 2018, the interest rates applicable to the components of CIM Commercial's Unsecured Credit Facility were based on LIBOR plus an applicable spread determined by CIM Commercial's maximum leverage ratio. As of June 30, 2018, $0 was outstanding under the Unsecured Credit Facility and the unused capacity on the Unsecured Credit Facility at June 30, 2018 was $200,000,000. Our one-month LIBOR indexed variable rate borrowings are effectively converted to a fixed rate of 3.16% until May 8, 2020 through interest rate swaps. Outstanding Series A Preferred Stock represents total shares issued as of June 30, 2018 of 2,154,248, less redemptions of 4,385 shares, multiplied by the stated value of $25.00 per share. Gross proceeds are not net of commissions, fees, allocated costs or discount. Outstanding Series L Preferred Stock represents total shares issued as of June 30, 2018 of 8,080,740 multiplied by the stated value of $28.37 per share. Gross proceeds are not net of commissions, fees, allocated costs or discount. As of June 30, 2018 Mortgages Interest Structure Interest Rate Maturity / Expiration Date Loan Balance ($ in thousands) Amortization 1 Kaiser Plaza Fixed 4.14% 07/01/2026 $ 97,100 I/O 2101 Webster Street Fixed 4.14% 07/01/2026 83,000 I/O 2100 Franklin Street Fixed 4.14% 07/01/2026 80,000 I/O 1901 Harrison Street Fixed 4.14% 07/01/2026 42,500 I/O 1333 Broadway Fixed 4.14% 07/01/2026 39,500 I/O 260 Townsend Street Fixed 4.14% 07/01/2026 28,200 I/O 830 1 st Street Fixed 4.50% 01/05/2027 46,000 I/O Total 4.18% 416,300 $ Other Debt Interest Structure Interest Rate Maturity / Expiration Date Loan Balance ($ in thousands) Amortization SBA 7(a) Loan-Backed Notes Variable LIBOR + 1.40% 03/20/2043 2 $ 37,603 N/A 2 Total 37,603 $ Corporate Debt Interest Structure Interest Rate Maturity / Expiration Date Utilization ($ in thousands) Maximum limit ($ in thousands) Unsecured Term Loan Facility Variable (Hedged) 3.16% 4 05/08/2022 $ 170,000 N/A Junior Subordinated Notes Variable LIBOR + 3.25% 03/30/2035 27,070 N/A Unsecured Credit Facility 3 Variable LIBOR + 1.35% 09/30/2018 - Revolver: $200,000 Total $ 197,070 Preferred Stock Interest Structure Coupon Maturity / Expiration Date Outstanding ($ in thousands) TTM Fixed Charge Coverage Ratio Series A Fixed 5.50% N/A $ 53,747 5 N/A Series L Fixed 5.50% N/A 229,251 6 2.85x Total $ 282,998
CMCT Office Portfolio: Top 10 Tenants 25 Represents gross monthly based rents, as of June 30, 2018, multiplied by twelve. This amount reflects total cash rents before abatements. Where applicable, annualized rents have been grossed up by adding annualized expense reimbursements to base rent. Annualized rent for certain office properties includes rent attributable to retail. Represents 7 different leases at various properties. As of June 30, 2018 Tenant Property Credit Rating (S&P / Moody's / Fitch) Lease Expiration Annualized Rent (in thousands) 1 % of Total Annualized Rent Rentable Square Feet % of Rentable Square Feet U.S. Federal Government Agencies 2 Various AA+ / Aaa / AAA 2019-2026 24,379 $ 17.0% 558,965 16.3% Kaiser Foundation Health Plan, Inc. 1 Kaiser Plaza / 2101 Webster AA- / - / - 2018-2027 19,340 13.5% 469,023 13.7% The District of Columbia 899 N Capitol Street AA / Aa1 / AA 2021 11,333 7.9% 205,860 6.0% Pandora Media, Inc. 2100 Franklin Street/2101 Webster/3601 S Congress Avenue - / - / - 2018-2020 7,420 5.2% 187,004 5.5% Wells Fargo Bank, N.A. 1901 Harrison Street A+ / Aa1 / - 2019-2023 4,241 3.0% 87,000 2.5% Farmers Group, Inc. 4750 Wilshire Boulevard A / A2 / - 2019 3,848 2.7% 143,361 4.2% Delta Dental 1333 Broadway - / - / - 2018-2028 3,712 2.6% 82,923 2.4% Neighborhood Reinvestment Corporation 999 N Capitol Street - / - / - 2023 3,450 2.4% 67,611 2.0% MUFG Union Bank, N.A. 9460 Wilshire Boulevard A / Aa2 / A 2020 3,104 2.2% 26,644 0.8% Save the Children Federation, Inc. 899 N Capitol Street - / - / - 2029 2,704 1.9% 58,768 1.7% Total for Top Ten Tenants 83,531 58.4% 1,887,159 55.1% All Other Tenants 59,837 41.6% 1,331,776 38.9% Vacant - 0.0% 204,872 6.0% Total for Portfolio 143,368 $ 100.0% 3,423,807 100.0%
Positive Leasing Trends / Manageable Lease Expirations1 26 For all periods presented, leasing activity for the assets sold prior to June 30, 2018 is excluded. Based on the number of tenants having leases with terms longer than twelve months. Recurring metrics exclude space that was vacant for more than one year, related party leases, space where the previous tenant was a related party, month-to-month leases and leases with an original term of less than twelve months. Cash rents represent gross monthly base rent, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Represents gross monthly base rent, as of June 30, 2018, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Expirations are for the period from July 1, 2018 December 31, 2018 and includes 30,103 square feet of month-to-month leases. Lease Expirations as a % of Annualized Office Rent5 6 30-Jun-18 31-Mar-18 31-Dec-17 30-Sep-17 30-Jun-17 All 2 Number of Transactions 6 15 10 15 11 Rentable Square Feet 25,898 61,460 54,444 142,319 48,573 All - Recurring 3 New Cash Rents per Square Foot 4 45.25 $ 65.29 $ 37.66 $ 48.35 $ 50.53 $ Expiring Cash Rents per Square Foot 4 38.67 $ 50.15 $ 29.42 $ 38.86 $ 44.80 $ Rentable Square Feet 19,442 47,581 38,588 134,093 22,910 Cash Rent Spread 17% 30% 28% 24% 13% Three Months Ended 3.6% 10.7% 15.0% 19.8% 6.4% 9.7% 1.8% 12.9% 12.0% 2.7% 5.4% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% 20.0% 22.0% 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Thereafter
Reconciliations and Important Disclosures
Net Operating Income Reconciliations (1/4) CIM Commercial internally evaluates the operating performance and financial results of its segments based on segment net operating income, which is defined as rental and other property income and expense reimbursements less property related expenses and excludes non-property income and expenses, interest expense, depreciation and amortization, corporate related general and administrative expenses, gain (loss) on sale of real estate, impairment of real estate, transaction costs and provision for income taxes. For the lending segment, we define net operating income as interest income, net of interest expense and general overhead expenses. We also evaluate the operating performance and financial results of our operating segments using cash basis net operating income (Cash NOI). We define Cash NOI as segment NOI adjusted to exclude the effect of the straight lining of rents, acquired above/below market lease amortization and other adjustments required by GAAP. Segment NOI and Cash NOI are not measures of operating results or cash flows from operating activities as measured by GAAP and should not be considered alternatives to income from continuing operations, or to cash flows as a measure of liquidity, or as an indication of our performance, or of our ability to pay dividends. Companies may not calculate segment NOI or Cash NOI in the same manner. We consider segment NOI and Cash NOI to be useful performance measures to investors and management because, when compared across periods, they reflect the revenues and expenses directly associated with owning and operating our properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing a perspective not immediately apparent from income from continuing operations. Additionally, we believe that Cash NOI is helpful to investors because it eliminates straight line rent and other non-cash adjustments to revenue and expenses. Below is a reconciliation of Cash NOI to segment NOI and net income attributable to the Company for the twelve months ended December 31, 2015, 2016 and 2017, and the six months ended June 30, 2018. 28 2 Kaiser Plaza was acquired in August 2015. The property is included in Net income attributable to the Company and Pro-forma Segment NOI beginning on the acquisition date. 1130 Howard was acquired in December 2017. The property is included in Net income attributable to the Company and Pro-forma Segment NOI beginning on the acquisition date. 9460 Wilshire was acquired in January 2018. The property is included in Net income attributable to the Company and Pro-forma Segment NOI beginning on the acquisition date. ($ in thousands) (Unaudited) Six Months Ended December 31, 2015 1 December 31, 2016 December 31, 2017 2 June 30, 2018 3 Net income attributable to the Company 24,392 $ 34,547 $ 379,737 $ 2,555 $ Total Segment NOI 136,294 $ 133,406 $ 128,452 $ 57,577 $ Less Segment NOI from assets sold prior to June 30, 2018 56,406 43,589 28,104 - Pro-forma Segment NOI 79,888 $ 89,817 $ 100,348 $ 57,577 $ Pro-forma Segment NOI Breakdown: Pro-forma Segment NOI - Lending 2,794 $ 4,556 $ 5,333 $ 3,116 $ Pro-forma Segment NOI - Hotel 12,227 13,322 13,388 8,050 Pro-forma Segment NOI - Office 64,867 71,939 81,627 46,411 Pro-forma Segment NOI 79,888 $ 89,817 $ 100,348 $ 57,577 $ Twelve Months Ended
Net Operating Income Reconciliations (2/4) 29 Office Multifamily Hotel Lending Total Cash NOI 43,603 $ - $ 8,051 $ 3,098 $ 54,752 $ Deferred rent and amortization of intangible assets, liabilities and lease inducements 2,808 - (1) 2,807 Straight line rent, below-market ground lease and amortization of intangible assets - - - 18 18 Segment Net Operating Income 46,411 $ - $ 8,050 $ 3,116 $ 57,577 $ Asset management and other fees to related parties (11,114) Interest expense (12,960) General and administrative (3,435) Transaction costs (344) Depreciation and amortization (26,473) Income before provision for income taxes 3,251 Provision for income taxes (680) Net income 2,571 Net income attributable to noncontrolling interests (16) Net income attributable to the Company 2,555 $ Six Months Ended June 30, 2018 ($ in thousands, unaudited) Office Multifamily Hotel Lending Total Cash NOI 102,918 $ 5,810 $ 13,446 $ 5,293 $ 127,467 $ Deferred rent and amortization of intangible assets, liabilities and lease inducements 2,255 (86) 3 - 2,172 Straight line rent, below-market ground lease and amortization of intangible assets (833) (276) - 40 (1,069) Lease termination income (118) - - - (118) Segment Net Operating Income 104,222 $ 5,448 $ 13,449 $ 5,333 $ 128,452 $ Asset management and other fees to related parties (26,787) Interest expense (35,924) General and administrative (3,018) Transaction costs (11,862) Depreciation and amortization (58,364) Impairment of real estate (13,100) Gain on sale of real estate 401,737 Income before provision for income taxes 381,134 Provision for income taxes (1,376) Net income 379,758 Net income attributable to noncontrolling interests (21) Net income attributable to the Company 379,737 $ Twelve Months Ended December 31, 2017 ($ in thousands, unaudited)
Net Operating Income Reconciliations (3/4) 30 Office Multifamily Hotel Lending Total Cash NOI 99,448 $ 8,583 $ 15,917 $ 4,522 $ 128,470 $ Deferred rent and amortization of intangible assets, liabilities and lease inducements 6,667 (86) 3 - 6,584 Straight line rent, below-market ground lease and amortization of intangible assets (1,249) (551) - 34 (1,766) Lease termination income 118 - - - 118 Segment Net Operating Income 104,984 $ 7,946 $ 15,920 $ 4,556 $ 133,406 $ Asset management and other fees to related parties (30,327) Interest expense (33,848) General and administrative (4,231) Transaction costs (340) Depreciation and amortization (71,968) Gain on sale of real estate 39,666 Income from continuing operations before provision for income taxes 32,358 Provision for income taxes (1,646) Net income from continuing operations 30,712 Discontinued operations Income from operations of assets held for sale 3,853 Net income from discontinued operations 3,853 Net income 34,565 Net income attributable to noncontrolling interests (18) Net income attributable to the Company 34,547 $ Twelve Months Ended December 31, 2016 ($ in thousands, unaudited)
Net Operating Income Reconciliations (4/4) 31 Office Multifamily Hotel Lending Total Cash NOI 102,792 $ 6,758 $ 19,458 $ 2,860 $ 131,868 $ Deferred rent and amortization of intangible assets, liabilities and lease inducements 6,485 346 4 - 6,835 Bad debt expense (510) - - - (510) Straight line rent, below-market ground lease and amortization of intangible assets (1,282) (551) - (66) (1,899) Segment Net Operating Income 107,485 $ 6,553 $ 19,462 $ 2,794 $ 136,294 $ Asset management and other fees to related parties (29,319) Interest expense (22,785) General and administrative (6,621) Transaction costs (1,382) Depreciation and amortization (72,361) Gain on sale of real estate 3,092 Income from continuing operations 6,918 Provision for income taxes (806) Net income from continuing operations 6,112 Discontinued operations Income from operations of assets held for sale 13,140 Gain on disposition of assets held for sale 5,151 Net income from discontinued operations 18,291 Net income 24,403 Net income attributable to noncontrolling interests (11) Net income attributable to the Company 24,392 $ Twelve Months Ended December 31, 2015 ($ in thousands, unaudited)
Important Disclosures 32 Assets Owned and Operated Assets Owned and Operated (AOO) represents the aggregate assets owned and operated by CIM on behalf of partners (including where CIM contributes alongside for its own account) and co-investors, whether or not CIM has discretion, in each case without duplication. AOO includes total gross assets at fair value, with real assets presented on the basis described in the Book Value disclosure and operating companies presented at gross assets less debt, as of March 31, 2018 (the Report Date) (including the shares of such assets owned by joint venture partners and co-investments), plus binding unfunded commitments. AOO also includes the $0.3 billion of AOO attributable to CIM Compass Latin America (CCLA), which is 50% owned and jointly operated by CIM. AOO for CMMT Partners, L.P. (which represents assets under management), a perpetual-life real estate debt fund, is $0.4 billion as of the Report Date. Book Value for each investment generally represents the investments book value as reflected in the applicable funds unaudited financial statements as of the Report Date prepared in accordance with U.S. generally accepted accounting principles on a fair value basis. These book values generally represent the assets third-party appraised value as of the Report Date, but in the case of CIMs Cole Net-Lease Asset strategy, book values generally represent undepreciated cost (as reflected in SEC-filed financial statements). Net Asset Value (NAV) represents the distributable amount based on a hypothetical liquidation assuming that on the date of determination that: (i) investments are sold at their Book Values; (ii) debts are paid and other assets are collected; and (iii) appropriate adjustments and/or allocations between equity partners are made in accordance with applicable documents, as determined in accordance with applicable accounting guidance. Net Asset Value As of December 31, 2017, we have established an estimated NAV per share of Common Stock of $23.96. Neither the Financial Industry Regulatory Authority nor the Securities and Exchange Commission provides rules on the methodology we must use to determine our estimated NAV per share. The determination of estimated NAV involves a number of subjective assumptions, estimates and judgments that may not be accurate or complete. We believe there is no established practice among public REITs for calculating estimated NAV. Different firms using different property-specific, general real estate, capital markets, economic and other assumptions, estimates and judgments could derive an estimated NAV that is significantly different from our estimated NAV. Thus, other public REITs methodologies used to calculate estimated NAV may differ materially from ours. Additionally, the estimated NAV does not give effect to changes in value, investment activities, capital activities, indebtedness levels, and other various activities occurring after December 31, 2017 that would have an impact on our estimated NAV. The estimated NAV per share of $23.96 was calculated relying in part on appraisals of our real estate assets and the assets of our lending segment. The table Estimated Net Asset Value on page 6 sets forth the material items included in the calculation of our estimated NAV. We engaged various third party appraisal firms to perform appraisals of our real estate assets and the assets of our lending segment as of December 31, 2017. Except for one office property acquired in December 2017, which was based on the purchase price (including transaction costs that were capitalized and assumption of liabilities) negotiated with the unrelated third-party seller, the fair values of our investments in real estate were based on appraisals obtained as of December 31, 2017. The fair values of the assets of our lending segment were based on an appraisal obtained as of December 31, 2017. The December 31, 2017 appraisals were performed in accordance with standards set forth by the American Institute of Certified Public Accountants. Each of our appraisals were prepared by personnel who are subject to and in compliance with the code of professional ethics and the standards of professional conduct set forth by the certification programs of the professional appraisal organizations of which they are members.