What changed in this filing

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Item 1. Financial Statements

2021-05-10 compared with 2020-11-09 · 575 added, 1050 removed, 437 unchanged (79% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

September 30, 2020 December 31, 2019

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

March 31, 2021 December 31, 2020

Investments in real estate, net $ 502,122 $ 506,040

5 unchanged sentences

Other intangible assets, net 6,014 6,313

Other assets 9,301 9,222

Loan servicing asset, net and other assets 11,350 8,787

TOTAL ASSETS $ 685,883 $ 685,617

10 unchanged sentences

36,000,000 shares authorized;

1,898,187 and 1,875,387 shares issued and outstanding, respectively, as of September 30, 2020 and 1,630,821 and 1,630,421 shares issued and outstanding, respectively, as of December 31, 2019;

1,973,186 and 1,972,786 shares issued and outstanding, respectively, as of March 31, 2021 and 2,008,256 and 2,007,856 shares issued and outstanding, respectively, as of December 31, 2020;

liquidation preference of $ 25.00 per share, subject to adjustment

2 unchanged sentences

36,000,000 shares authorized;

4,104,867 and 4,040,429 shares issued and outstanding, respectively, as of September 30, 2020 and 2,853,555 and 2,837,094 shares issued and outstanding, respectively, as of December 31, 2019;

4,851,367 and 4,715,291 shares issued and outstanding, respectively, as of March 31, 2021 and 4,484,376 and 4,377,762 shares issued and outstanding, respectively, as of December 31, 2020;

liquidation preference of $ 25.00 per share, subject to adjustment

2 unchanged sentences

32,000,000 shares authorized;

18,737 shares issued and outstanding as of September 30, 2020 and no shares issued and outstanding as of December 31, 2019;

23,190 shares issued and outstanding as of March 31, 2021 and 19,145 shares issued and outstanding as of December 31, 2020;

liquidation preference of $ 25.00 per share, subject to adjustment

1 unchanged sentence

9,000,000 shares authorized;

8,080,740 and 5,387,160 shares issued and outstanding, respectively, as of September 30, 2020 and December 31, 2019;

8,080,740 and 5,387,160 shares issued and outstanding, respectively, as of March 31, 2021 and December 31, 2020;

liquidation preference of $ 28.37 per share, subject to adjustment

2 unchanged sentences

900,000,000 shares authorized;

14,827,410 shares issued and outstanding as of September 30, 2020 and 14,602,149 shares issued and outstanding as of December 31, 2019.

14,827,410 shares issued and outstanding as of March 31, 2021 and 14,827,410 shares issued and outstanding as of December 31, 2020.

Additional paid-in capital 793,344 794,127

7 unchanged sentences

Consolidated Statements of Operations

(In thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

(In thousands, except per share amounts) (Unaudited)

Three Months Ended March 31,

Rental and other property income $ 13,349 $ 14,819

1 unchanged sentence

Interest and other income 3,798 2,957

17,334 29,215 59,379 113,348

Total Revenues 18,879 25,535

Rental and other property operating 8,290 12,515

4 unchanged sentences

General and administrative 2,622 1,734

Transaction costs — 340 — 600

Depreciation and amortization 5,037 5,258

Loss on early extinguishment of debt (Note 6) 281 — 281 29,982

Impairment of real estate (Note 3) — — — 69,000

22,176 26,813

Gain on sale of real estate (Note 3) — 302 — 433,104

(LOSS) INCOME BEFORE (BENEFIT) PROVISION FOR INCOME TAXES ( 5,348 ) 2,943 ( 11,358 ) 347,732

(Benefit) provision for income taxes ( 18 ) 87 ( 731 ) 686

NET (LOSS) INCOME ( 5,330 ) 2,856 ( 10,627 ) 347,046

LOSS BEFORE PROVISION (BENEFIT) FOR INCOME TAXES ( 3,297 ) ( 1,278 )

Provision (benefit) for income taxes 374 ( 22 )

NET LOSS ( 3,671 ) ( 1,256 )

Net loss (income) attributable to noncontrolling interests 1 ( 4 )

NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY ( 5,323 ) 2,848 ( 10,626 ) 347,211

NET LOSS ATTRIBUTABLE TO THE COMPANY ( 3,670 ) ( 1,260 )

Redeemable preferred stock dividends declared or accumulated (Note 9) ( 4,466 ) ( 5,356 )

1 unchanged sentence

Redeemable preferred stock redemptions (Note 9) ( 13 ) ( 10 )

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 9,678 ) $ ( 1,622 ) $ ( 24,606 ) $ 334,269

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE:

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 8,206 ) $ ( 6,787 )

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE:

Basic $ ( 0.55 ) $ ( 0.46 )

3 unchanged sentences

Diluted 14,808 14,599

(1) All share and per share amounts have been adjusted to give retroactive effect to the one-for-three reverse stock split of our common stock effected on September 3, 2019.

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

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

NET (LOSS) INCOME $ ( 5,330 ) $ 2,856 $ ( 10,627 ) $ 347,046

Other comprehensive loss:

cash flow hedges — — — ( 1,806 )

COMPREHENSIVE (LOSS) INCOME ( 5,330 ) 2,856 ( 10,627 ) 345,240

Comprehensive loss (income) attributable to noncontrolling interests 7 ( 8 ) 1 165

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY $ ( 5,323 ) $ 2,848 $ ( 10,626 ) $ 345,405

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

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Statements of Equity

(In thousands, except share and per share amounts)

Nine Months Ended September 30, 2020

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

Three Months Ended March 31, 2021

Common Stock Preferred Stock

Series A Series D Series L

Value Shares Amount Shares Amount Shares Amount Additional

Value Shares Par

Value Additional

Capital Distributions

in Excess of Earnings Non-controlling

Interests Total

in Excess of Earnings Total Stockholders’ Equity Non-controlling

Interests Total Equity

Balances, December 31, 2020 14,827,410 $ 15 9,784,067 $ 262,036 $ 794,127 $ ( 778,519 ) $ 277,659 $ 455 $ 278,114

Contributions to noncontrolling interests — — — — — — — — —

Distributions to noncontrolling interests — — — — — — — ( 114 ) ( 114 )

Stock-based compensation expense — — — — 60 — 60 — 60

1 unchanged sentence

— — — — — ( 1,112 ) ( 1,112 ) — ( 1,112 )

Issuance of Series A Preferred Warrants — — — — — — — — 28 — — 28

Dividends to holders of Series A Preferred Stock ($ 0.34375 per share)

6 unchanged sentences

Redemption of Series A Preferred Stock — — ( 29,462 ) ( 733 ) 61 ( 13 ) ( 685 ) — ( 685 )

Net (loss) income — — — — — — — — — ( 1,260 ) 4 ( 1,256 )

Balances, March 31, 2020 14,602,149 $ 15 3,138,916 $ 78,160 5,980 $ 150 5,387,160 $ 152,834 $ 794,269 $ ( 746,398 ) $ 509 $ 279,539

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Statements of Equity (Continued)

(In thousands, except share and per share amounts)

Nine Months Ended September 30, 2020

Common Stock Preferred Stock

Series A Series D Series L

Value Shares Amount Shares Amount Shares Amount Additional

Capital Distributions

in Excess of Earnings Non-controlling

Interests Total

Net loss — — — — — ( 3,670 ) ( 3,670 ) ( 1 ) ( 3,671 )

Balances, March 31, 2021 14,827,410 $ 15 10,125,641 $ 270,546 $ 793,344 $ ( 785,730 ) $ 278,175 $ 340 $ 278,515

Distributions to noncontrolling interests — — — — — — — — — — ( 45 ) ( 45 )

Stock-based compensation expense 21,912 — — — — — — — 56 — — 56

Issuance of shares of Common Stock in exchange for asset management fees 203,349 — — — — — — — 2,359 — — 2,359

Common dividends ($ 0.075 per share)

— — — — — — — — — ( 1,112 ) — ( 1,112 )

Issuance of Series D Preferred Stock — — — — 920 23 — — ( 1 ) — — 22

Dividends to holders of Series D Preferred Stock ($ 0.35313 per share)

— — — — — — — — — ( 3 ) — ( 3 )

Dividends to holders of Series A Preferred Stock ($ 0.34375 per share)

— — — — — — — — — ( 1,886 ) — ( 1,886 )

Reclassification of Series A Preferred Stock to permanent equity — — 427,064 10,638 — — — — ( 899 ) — — 9,739

Redeemable Preferred Stock deemed dividends — — — — — — — — — ( 52 ) — ( 52 )

Redemption of Series A Preferred Stock — — ( 5,532 ) ( 138 ) — — — — 11 ( 56 ) — ( 183 )

Net (loss) income — — — — — — — — — ( 4,043 ) 2 ( 4,041 )

Balances, June 30, 2020 14,827,410 $ 15 3,560,448 $ 88,660 6,900 $ 173 5,387,160 $ 152,834 $ 795,795 $ ( 753,550 ) $ 466 $ 284,393

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Statements of Equity (Continued)

(In thousands, except share and per share amounts)

Nine Months Ended September 30, 2020

Three Months Ended March 31, 2020

Common Stock Preferred Stock

Series A Series D Series L

Value Shares Amount Shares Amount Shares Amount Additional

Value Shares Par

Value Additional

Capital Distributions

in Excess of Earnings Non-controlling

Interests Total

Balances, June 30, 2020 14,827,410 $ 15 3,560,448 $ 88,660 6,900 $ 173 5,387,160 $ 152,834 $ 795,795 $ ( 753,550 ) $ 466 $ 284,393

in Excess of Earnings Total Stockholders’ Equity Non-controlling

Interests Total Equity

Balances, December 31, 2019 14,602,149 $ 15 8,224,254 $ 223,467 $ 794,825 $ ( 740,617 ) $ 277,690 $ 505 $ 278,195

Stock-based compensation expense — — — — 56 — 56 — 56

1 unchanged sentence

— — — — — ( 1,095 ) ( 1,095 ) — ( 1,095 )

Issuance of Series A Preferred Warrants — — — — 28 — 28 — 28

Dividends to holders of Series A Preferred Stock ($ 0.68750 per share)

6 unchanged sentences

Redemption of Series A Preferred Stock — — ( 2,452 ) ( 61 ) 5 ( 10 ) ( 66 ) — ( 66 )

Net loss — — — — — — — — — ( 5,323 ) ( 7 ) ( 5,330 )

Balances, September 30, 2020 14,827,410 $ 15 4,040,429 $ 100,386 18,737 $ 463 5,387,160 $ 152,834 $ 794,807 $ ( 762,245 ) $ 459 $ 286,719

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Statements of Equity (Continued)

(In thousands, except share and per share amounts)

Nine Months Ended September 30, 2019

Common Stock (1) Preferred Stock

Series A Series L

Value Shares Amount Shares Amount Additional

Capital Accumulated

Comprehensive

Income Distributions

in Excess of Earnings Non-controlling

Interests Total

Balances, December 31, 2018 14,598,357 $ 44 1,281,804 $ 31,866 8,080,740 $ 229,251 $ 790,354 $ 1,806 $ ( 436,883 ) $ 837 $ 617,275

Stock-based compensation expense — — — — — — 38 — — — 38

Common dividends ($ 0.375 per share) (1)

— — — — — — — — ( 5,474 ) — ( 5,474 )

Issuance of Series A Preferred Warrants — — — — — — 9 — — — 9

Dividends to holders of Series A Preferred Stock ($ 0.34375 per share)

— — — — — — — — ( 1,010 ) — ( 1,010 )

Reclassification of Series A Preferred Stock to permanent equity — — 389,577 9,712 — — ( 822 ) — — — 8,890

Redemption of Series A Preferred Stock — — ( 1,500 ) ( 37 ) — — ( 1 ) — — — ( 38 )

Other comprehensive income (loss) — — — — — — — ( 1,806 ) — — ( 1,806 )

Net income (loss) — — — — — — — — 291,797 ( 174 ) 291,623

Balances, March 31, 2019 14,598,357 $ 44 1,669,881 $ 41,541 8,080,740 $ 229,251 $ 789,578 $ — $ ( 151,570 ) $ 663 $ 909,507

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Statements of Equity (Continued)

(In thousands, except share and per share amounts)

Nine Months Ended September 30, 2019

Common Stock (1) Preferred Stock

Series A Series L

Value Shares Amount Shares Amount Additional

Capital Accumulated

Comprehensive

Income Distributions

in Excess of Earnings Non-controlling

Interests Total

Net (loss) income — — — — — ( 1,260 ) ( 1,260 ) 4 ( 1,256 )

Balances, March 31, 2020 14,602,149 $ 15 8,532,056 231,144 $ 794,269 $ ( 746,398 ) 279,030 $ 509 $ 279,539

Distributions to noncontrolling interests — — — — — — — — — ( 47 ) ( 47 )

Stock-based compensation expense 3,556 — — — — — 44 — — — 44

Common dividends ($ 0.375 per share) (1)

— — — — — — — — ( 5,476 ) — ( 5,476 )

Issuance of Series A Preferred Warrants — — — — — — 31 — — — 31

Dividends to holders of Series A Preferred Stock ($ 0.34375 per share)

— — — — — — — — ( 1,150 ) — ( 1,150 )

Reclassification of Series A Preferred Stock to permanent equity — — 474,462 11,827 — — ( 1,002 ) — — — 10,825

Redemption of Series A Preferred Stock — — ( 1,667 ) ( 41 ) — — 4 — ( 4 ) — ( 41 )

Net income — — — — — — — — 52,566 1 52,567

Balances, June 30, 2019 14,601,913 $ 44 2,142,676 $ 53,327 8,080,740 $ 229,251 $ 788,655 $ — $ ( 105,634 ) $ 617 $ 966,260

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Statements of Equity (Continued)

(In thousands, except share and per share amounts)

Nine Months Ended September 30, 2019

Common Stock (1) Preferred Stock

Series A Series L

Value Shares Amount Shares Amount Additional

Capital Accumulated

Comprehensive

Income Distributions

in Excess of Earnings Non-controlling

Interests Total

Balances, June 30, 2019 14,601,913 $ 44 2,142,676 $ 53,327 8,080,740 $ 229,251 $ 788,655 $ — $ ( 105,634 ) $ 617 $ 966,260

Contributions to noncontrolling interests — — — — — — — — — 455 455

Distributions to noncontrolling interests — — — — — — — — — ( 468 ) ( 468 )

Extinguishment of noncontrolling interest — — — — — — — — — ( 113 ) ( 113 )

Stock-based compensation expense 324 — — — — — 56 — — — 56

Retirement of fractional shares ( 88 ) — — — — — ( 1 ) — — — ( 1 )

Change in par value — ( 29 ) — — — — 29 — — — —

Special cash dividends ($ 42.00 per share) (Note 10)

— — — — — — — — ( 613,294 ) — ( 613,294 )

Common dividends ($ 0.075 per share) (1)

— — — — — — — — ( 1,095 ) — ( 1,095 )

Issuance of Series A Preferred Warrants — — — — — — 252 — — — 252

Dividends to holders of Series A Preferred Stock ($ 0.34375 per share)

— — — — — — — — ( 1,318 ) — ( 1,318 )

Reclassification of Series A Preferred Stock to permanent equity — — 307,856 7,663 — — ( 649 ) — — — 7,014

Redemption of Series A Preferred Stock — — ( 115 ) ( 3 ) — — — — — — ( 3 )

Net income — — — — — — — — 2,848 8 2,856

Balances, September 30, 2019 14,602,149 $ 15 2,450,417 $ 60,987 8,080,740 $ 229,251 $ 788,342 $ — $ ( 718,493 ) $ 499 $ 360,601

(1) All share and per share amounts have been adjusted to give retroactive effect to the one-for-three reverse stock split of our common stock effected on September 3, 2019.

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

1 unchanged sentence

Consolidated Statements of Cash Flows

(In thousands)

Nine Months Ended

September 30,

(In thousands) (Unaudited)

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ ( 10,627 ) $ 347,046

Net loss $ ( 3,671 ) $ ( 1,256 )

Adjustments to reconcile net income to net cash provided by operating activities:

Deferred rent and amortization of intangible assets, liabilities and lease inducements ( 1,013 ) ( 2,019 )

Depreciation and amortization 15,728 21,995

Reclassification from AOCI to interest expense — ( 1,806 )

Reclassification from other assets to interest expense for swap termination — 1,421

Change in fair value of swaps — 209

Gain on sale of real estate — ( 433,104 )

Impairment of real estate — 69,000

Loss on early extinguishment of debt 281 29,982

Depreciation and amortization, net 5,017 5,102

Amortization of deferred loan costs 324 266

2 unchanged sentences

Amortization and accretion on loans receivable, net ( 129 ) ( 179 )

Bad debt expense 2,311 73

Write-offs of uncollectible receivables 811 225

Deferred income taxes ( 72 ) ( 151 )

5 unchanged sentences

Changes in operating assets and liabilities:

Accounts receivable and interest receivable ( 60 ) 1,604

Accounts receivable ( 536 ) ( 300 )

Other assets ( 2,530 ) ( 1,355 )

6 unchanged sentences

Additions to investments in real estate ( 374 ) ( 5,632 )

Proceeds from sale of real estate, net — 941,032

Loans funded ( 11,820 ) ( 2,961 )

1 unchanged sentence

Other investing activity — 30

Net cash (used in) provided by investing activities ( 31,894 ) 920,501

Net cash used in investing activities ( 3,556 ) ( 5,244 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Payment of unsecured revolving lines of credit, revolving credit facility and or term note ( 48,000 ) ( 135,500 )

Proceeds from unsecured revolving lines of credit, revolving credit facility and or term note 61,500 74,000

Payment of mortgages payable — ( 46,000 )

Investments in marketable securities in connection with the legal defeasance of mortgages payable — ( 268,194 )

Prepayment penalties and other payments for early extinguishment of debt — ( 5,660 )

Payment of principal on SBA 7(a) loan-backed notes ( 7,159 ) ( 7,625 )

Borrowed funds from the Federal Reserve through the Paycheck Protection Program Liquidity Facility 16,016 —

Payment of unsecured revolving lines of credit, revolving credit facilities, mortgages payable, term notes and principal on SBA 7(a) loan-backed notes ( 7,653 ) ( 9,249 )

Proceeds from unsecured revolving lines of credit, revolving credit facilities and term notes 14,985 11,500

Payment of principal on secured borrowings ( 212 ) ( 2,014 )

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)

(In thousands)

Nine Months Ended

September 30,

Payment of deferred preferred stock offering costs ( 148 ) ( 207 )

Payment of deferred loan costs ( 535 ) ( 34 )

Payment of other deferred costs ( 205 ) ( 383 )

Payment of deferred costs ( 125 ) —

Payment of common dividends ( 1,112 ) ( 1,095 )

Payment of special cash dividends — ( 613,294 )

Net proceeds from issuance of Series A Preferred Warrants — 29

Net proceeds from issuance of Series A Preferred Stock 32,466 28,535

Net proceeds from issuance of Series D Preferred Stock 446 —

Net proceeds from issuance of Preferred Stock 5,465 8,643

Payment of preferred stock dividends ( 10,630 ) ( 10,919 )

Redemption of Series A Preferred Stock ( 1,681 ) ( 156 )

Retirement of fractional shares of Common Stock — ( 1 )

Redemption of Preferred Stock ( 687 ) ( 186 )

Noncontrolling interests’ distributions ( 114 ) —

Noncontrolling interests’ contributions — 455

Net cash provided by (used in) financing activities 30,766 ( 1,006,191 )

Change in cash balances included in assets held for sale — 755

Net cash used in financing activities ( 231 ) ( 3,498 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 847 ( 2,759 )

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)

(In thousands) (Unaudited)

Three Months Ended

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:

9 unchanged sentences

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Additions to investments in real estate included in accounts payable and accrued expenses $ 1,047 $ 3,275

Additions to deferred costs included in accounts payable and accrued expenses $ 221 $ 344

Additions to preferred stock offering costs included in accounts payable and accrued expenses $ 653 $ 467

Accrued capital expenditures, tenant improvements and real estate developments $ 213 $ 4,859

Accrued preferred stock offering costs $ 739 $ 538

Accrual of dividends payable to preferred stockholders $ 3,072 $ 2,209

Preferred stock offering costs offset against redeemable preferred stock in temporary equity $ 451 $ 249

Preferred stock offering costs offset against redeemable preferred stock in permanent equity $ 4 $ 3

Preferred stock offering costs offset against redeemable preferred stock $ 87 $ 178

Reclassification of Series A Preferred Stock from temporary equity to permanent equity $ 8,243 $ 6,948

Additions to deferred loan costs included in accounts payable and accrued expenses $ 140 $ —

Reclassification of loans receivable, net to real estate owned $ 174 $ 243

Establishment of right-of use asset and lease liability $ — $ 362

Marketable securities transferred in connection with the legal defeasance of mortgages payable $ — $ 268,194

Mortgage notes payable legally defeased $ — $ 245,000

Mortgage note assumed in connection with our sale of real estate $ — $ 28,200

Accrued deferred costs $ 54 $ 382

Reclassification of Series A Preferred Stock from permanent equity to accounts payable and accrued expenses $ — $ 18

Redeemable preferred stock deemed dividends $ 57 $ 161

Redeemable Series A Preferred Stock fees included in accounts payable and accrued expenses $ 386 $ —

Redeemable Series D Preferred Stock fees included in accounts payable and accrued expenses $ 6 $ —

Issuance of shares of Common Stock for asset management fees $ 2,359 $ —

Payment of management fees and base service fee in preferred stock $ 2,663 $ —

Accrued redeemable preferred stock fees $ 541 $ 78

Equity-based payment for management fees $ 2,419 $ —

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

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited)

ORGANIZATION AND OPERATIONS

CIM Commercial Trust Corporation (“CIM Commercial” or the “Company”), a Maryland corporation and real estate investment trust (“REIT”), together with its wholly-owned subsidiaries (“we,” “us” or “our”) primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving metropolitan communities throughout the United States (including improving and developing such assets).

CIM Commercial Trust Corporation (“CIM Commercial” or the “Company”), a Maryland corporation and real estate investment trust (“REIT”), together with its wholly-owned subsidiaries primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving metropolitan communities throughout the United States (including improving and developing such assets).

These communities are located in areas that include traditional downtown areas and suburban main streets, which have high barriers to entry, high population density, positive population trends and a propensity for growth.

We were originally organized in 1993 as PMC Commercial Trust (“PMC Commercial”), a Texas real estate investment trust.

The Company was originally organized in 1993 as PMC Commercial Trust (“PMC Commercial”), a Texas real estate investment trust.

On July 8, 2013, PMC Commercial entered into a merger agreement with CIM Urban REIT, LLC (“CIM REIT”), an affiliate of CIM Group, L.P.

3 unchanged sentences

The merger was completed on March 11, 2014 (the “Acquisition Date”).

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

We filed Articles of Amendment (the “Reverse Stock Split Amendment”) to effectuate a one-for-three reverse stock split of our Common Stock, effective on September 3, 2019 (the “Reverse Stock Split”).

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

The Company filed Articles of Amendment (the “Reverse Stock Split Amendment”) to effectuate a one-for-three reverse stock split of the Company’s Common Stock, effective on September 3, 2019 (the “Reverse Stock Split”).

Pursuant to the Reverse Stock Split Amendment, every three shares of Common Stock issued and outstanding immediately prior to the effective time of the Reverse Stock Split were converted into one share of Common Stock, par value $ 0.003 per share.

1 unchanged sentence

All Common Stock and per share of Common Stock amounts set forth in this Quarterly Report on Form 10-Q have been adjusted to give retroactive effect to the Reverse Stock Split, unless otherwise stated.

The Company conducted a continuous public offering of Series A Preferred Units from October 2016 through January 2020, where each Series A Preferred Unit consisted of one share of Series A Preferred Stock, par value $ 0.001 per share, of the Company (collectively, the “Series A Preferred Stock”) with an initial stated value of $ 25.00 per share, subject to adjustment (the “Series A Preferred Stock Stated Value”), and one warrant (collectively, the “Series A Preferred Warrants”) to purchase 0.25 of a share of Common Stock, subject to adjustment (Note 10).

Proceeds and expenses from the sale of the Series A Preferred Units were allocated to the Series A Preferred Stock and Series A Preferred Warrants using their relative fair values on the date of issuance.

Since February 2020, the Company has been conducting a continuous public offering of Series A Preferred Stock and Series D preferred stock, par value $ 0.001 per share (the “Series D Preferred Stock”), with an initial stated value of $ 25.00 per share, subject to adjustment (the “Series D Preferred Stock Stated Value”).

The selling price of the Series A Preferred Stock in the offering has been, and is expected to continue to be, $ 25.00 per share and the selling price of the Series D Preferred Stock was $ 25.00 per share for all sales that occurred from the beginning of the offering to and including June 28, 2020 and is expected to be, and since June 29, 2020, has been, $ 24.50 per share through the end of the life of the offering.

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

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For more information regarding our significant accounting policies and estimates, please refer to “Basis of Presentation and Summary of Significant Accounting Policies” contained in Note 2 to our consolidated financial statements for the year ended December 31, 2019, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2020.

Interim Financial Information —The accompanying interim consolidated financial statements of CIM Commercial have been prepared by our management in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

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

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

Interim Financial Information —The accompanying interim consolidated financial statements of CIM Commercial have been prepared by the Company’s management in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations.

Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements.

The accompanying financial information reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods.

Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 given, among other things, the uncertain impact of the novel coronavirus (“COVID-19”) on our operations during the remainder of the year.

Our accompanying interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto, included in our Annual Report on Form 10-K filed with the SEC on March 16, 2020.

The accompanying financial information reflects all adjustments which are, in the opinion of the Company’s management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods.

Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 given, among other things, the uncertain impact of the novel coronavirus (“COVID-19”) on the Company’s operations during the remainder of the year.

The accompanying interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2021.

Principles of Consolidation —The consolidated financial statements include the accounts of CIM Commercial and its subsidiaries.

All intercompany transactions and balances have been eliminated in consolidation.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

Investments in Real Estate —Real estate acquisitions are recorded at cost as of the acquisition date.

Costs related to the acquisition of properties were expensed as incurred for acquisitions that occurred prior to October 1, 2017.

For any acquisition occurring on or after October 1, 2017, we have conducted and will conduct an analysis to determine if the acquisition constitutes a business combination or an asset purchase.

If the acquisition constitutes a business combination, then the transaction costs will be expensed as incurred, and if the acquisition constitutes an asset purchase, then the transaction costs will be capitalized.

Investments in real estate are stated at depreciated cost.

In determining whether the Company has controlling interests in an entity and the requirement to consolidate the accounts in that entity, the Company analyzes its investments in real estate in accordance with standards set forth in GAAP to determine whether they are variable interest entities (“VIEs”), and if so, whether the Company is the primary beneficiary.

The Company’s judgment with respect to its level of influence or control over an entity and whether the Company is the primary beneficiary of a VIE involves consideration of various factors, including the form of the Company’s ownership interest, the Company’s voting interest, the size of the Company’s investment (including loans), and the Company’s ability to participate in major policy-making decisions.

The Company’s ability to correctly assess its influence or control over an entity affects the presentation of these investments in real estate on the Company’s consolidated financial statements.

As of March 31, 2021, the Company determined that the trust formed for the benefit of the note holders (the “Trust”) for the securitization of the unguaranteed portion of certain of the Company’s SBA 7(a) loans receivable is considered a VIE.

Applying the consolidation requirements for VIEs, the Company determined that it is the primary beneficiary based on its power to direct activities through its role as servicer and its obligations to absorb losses and right to receive benefits.

Investments in Real Estate —Investments in real estate are stated at depreciated cost.

Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives as follows:

1 unchanged sentence

Furniture, fixtures, and equipment 3 - 5 years

Tenant improvements Shorter of the useful lives or the

terms of the related leases

We capitalize project costs, including pre-construction costs, interest expense, property taxes, insurance, and other costs directly related and essential to the development, redevelopment, or construction of a project, while activities are ongoing to prepare an asset for its intended use.

Tenant improvements Lesser of useful life or lease term

The Company capitalizes project costs, including pre-construction costs, interest expense, property taxes, insurance, and other costs directly related and essential to the development, redevelopment, or construction of a project, while activities are ongoing to prepare an asset for its intended use.

Costs incurred after a project is substantially complete and ready for its intended use are expensed as incurred.

1 unchanged sentence

Ordinary repairs and maintenance are expensed as incurred.

Investments in real estate are evaluated for impairment on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used requires significant judgment and estimates and is measured by a comparison of the carrying amount to the future net cash flows, undiscounted and without interest, expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

The estimated fair value of the asset group identified for step two of the impairment testing under GAAP is based on either the income approach, with market discount rate, terminal capitalization rate and rental rate assumptions being most critical to such analysis, or on the sales comparison approach to similar properties.

Assets held for sale are reported at the lower of the asset’s carrying amount or fair value, less co sts to sell.

When an asset is identified by the Company as held for sale, we will cease recording depreciation and amortization of the asset.

For the three and nine months ended September 30, 2020, we recognized no impairment of long-lived assets.

F or the three and nine months ended September 30, 2019, we recognized impairment of long-lived assets of $ 0 and $ 69,000,000 , respectively ( Note 3 ).

Derivative Financial Instruments —As part of risk management and operational strategies, from time to time, we may enter into derivative contracts with various counterparties.

All derivatives are recognized on the balance sheet at their estimated fair value.

On the date that we enter into a derivative contract, we designate the derivative as a fair value hedge, a cash flow hedge, a foreign currency fair value or cash flow hedge, a hedge of a net investment in a foreign operation, or a trading or non-hedging instrument.

Changes in the estimated fair value of a derivative (effective and ineffective components) that is highly effective and that is designated and qualifies as a cash flow hedge are initially recorded in other comprehensive income (“OCI”), and are subsequently reclassified into earnings as a component of interest expense when the variability of cash flows of the hedged transaction affects earnings (e.g., when periodic settlements of a variable-rate asset or liability are recorded in earnings).

When an interest rate swap designated as a cash flow hedge no longer qualifies for hedge accounting, we recognize changes in the estimated fair value of the hedge previously deferred to accumulated other comprehensive income (“AOCI”), along with any changes in estimated fair value occurring thereafter, through earnings.

We classify cash flows from interest rate swap agreements as net cash provided by operating activities on the consolidated statements of cash flows as our accounting policy is to present the cash flows from the hedging instr uments in the same category in the consolidated statements of cash flows as the category for the cash flows from the hedged items.

See Note 11 fo r disclosures about our derivative financial instruments and hedging activities.

Revenue Recognition —We use a five-step model to recognize revenue for contracts with customers.

The five-step model requires that we (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy the performance obligation.

Recoverability of Investments in Real Estate —Investments in real estate are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

If, and when, such events or changes in circumstances are present, the recoverability of assets to be held and used requires significant judgment and estimates and is measured by a comparison of the carrying amount to the future undiscounted cash flows expected to be generated by the assets and their eventual disposition.

If the undiscounted cash flows are less than the carrying amount of the assets, an impairment is recognized to the extent the carrying amount of the assets exceeds the estimated fair value of the assets.

The process for evaluating real estate impairment requires management to make significant assumptions related to certain inputs, including rental rates, lease-up period, occupancy, estimated holding periods, capital expenditures, growth rates, market discount rates and terminal capitalization rates.

For the Company’s hotel property, additional inputs considered include revenue per available room and average daily rate.

These inputs require a subjective evaluation based on the specific property and market.

Changes in the assumptions could have a significant impact on either the fair value, the amount of impairment charge, if any, or both.

Any asset held for sale is reported at the lower of the asset’s carrying amount or fair value, less costs to sell.

When an asset is identified by the Company as held for sale, the Company will cease recording depreciation and amortization of

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

For the three months ended March 31, 2021 and 2020, the Company recognized no impairment of long-lived assets ( Note 3 ).

Revenue Recognition —At the inception of a revenue-producing contract, the Company determines if a contract qualifies as a lease and if not, then as a customer contract.

Based on this determination, the appropriate treatment in accordance with GAAP is applied to the contract, including its revenue recognition.

Revenue from leasing activities

We operate as a lessor of real estate assets, primarily in Class A and creative office assets.

In determining whether our contracts with our tenants constitute leases, we determined that our contracts explicitly identify the premises and that any substitution rights to relocate the tenant to other premises within the same building stated in the contract are not substantive.

Additionally, so long as payments are made timely under these contracts, our tenants have the right to obtain substantially all the economic benefits from the use of this identified asset and can direct how and for what purpose the premises are used to conduct their operations.

Therefore, our contracts with our tenants constitute leases.

All leases are classified as operating leases and minimum rents are recognized on a straight-line basis over the terms of the leases when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased asset.

The Company operates as a lessor of real estate assets, primarily in Class A and creative office assets.

The Company determined that the Company’s contracts with its tenants explicitly identify the premises and that any substitution rights to relocate tenants to other premises within the same building stated in the contract are not substantive.

Additionally, so long as payments are made timely under such contracts, the Company’s tenants have the right to obtain substantially all the economic benefits from the use of the identified asset and can direct how and for what purpose the premises are used to conduct their operations.

Therefore, the contracts with the Company’s tenants constitute leases.

All leases are classified as operating leases and minimum rents are recognized on a straight-line basis over the terms of the leases when collectability is probable and the tenant has taken possession or controls the physical use of the leased asset.

The excess of rents recognized over amounts contractually due pursuant to the underlying leases is recorded as deferred rent.

If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or us.

When we are the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed.

If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company.

When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed.

When the tenant is considered the owner of the improvements, any tenant improvement allowance that is funded is treated as an incentive.

Lease incentives paid to tenants are included in other assets and amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease.

Tenant reimbursements are recognized and presented on a gross basis when we are primarily responsible for fulfilling the promise to provide the specified good or service and control that specified good or service before it is transferred to the tenant.

We have elected not to separate lease and non-lease components as the pattern of revenue recognition does not differ for the two components, and the non-lease component is not the primary component in our leases.

In addition to minimum rents, certain leases provide for additional rents based upon varying percentages of tenants’ sales in excess of annual minimums.

Lease incentives of $ 4.0 million are presented net of accumulated amortization of $ 2.5 million and $ 2.4 million as of March 31, 2021 and December 31, 2020, respectively.

Reimbursements from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes, insurance, and other recoverable costs, are recognized as revenue and are included in rental and other property income in the period the expenses are incurred, with the corresponding expenses included in rental and other property operating expense.

Tenant reimbursements are recognized and presented on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the specified good or service and control that specified good or service before it is transferred to the tenant.

The Company has elected not to separate lease and non-lease components as the pattern of revenue recognition does not differ for the two components, and the non-lease component is not the primary component in the Company’s leases.

In addition to minimum rents, certain leases, including the Company’s parking leases with third-party operators, provide for additional rents based upon varying percentages of tenants’ sales in excess of annual minimums.

Percentage rent is recognized once lessees’ specified sales targets have been met.

We derive parking revenues from leases with third-party operators.

Our parking leases provide for additional rents based upon varying percentages of tenants’ sales in excess of annual minimums.

Parking percentage rent is recognized once lessees’ specific sales targets have been met.

For the three and nine months ended September 30, 2020 and 2019, we recognized rental income as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

(in thousands)

For the three months ended March 31, 2021 and 2020, the Company recognized rental income as follows (in thousands):

Three Months Ended March 31,

Rental and other property income

Fixed lease payments (1)

$ 12,444 $ 13,345

Variable lease payments (2)

Rental and other property income $ 13,349 $ 14,819

______________________

(1) Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the lease term, including amortization of acquired above-market leases, below-market leases and lease incentives.

(2) Variable lease payments include expense reimbursements billed to tenants and percentage rent, net of bad debt expense from our operating leases.

(2) Variable lease payments include expense reimbursements billed to tenants and percentage rent, net of bad debt expense from the Company’s operating leases.

The Company continually reviews whether collection of lease-related receivables, including any straight-line rent, and current and future operating expense reimbursements from tenants is probable.

The determination of whether collectability is

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

probable takes into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

Upon the determination that the collectability of a receivable is not probable, the Company will record a reduction to rental and other property income for amounts previously recorded and a decrease in the outstanding receivable.

Revenue from leases where collection is deemed to be not probable is recorded on a cash basis until collectability becomes probable.

Management’s estimate of the collectability of lease-related receivables is based on the best information available at the time of estimate.

The Company does not use a general reserve approach and lease-related receivables are adjusted and taken against rental and other property income only when collectability becomes not probable.

As of March 31, 2021 and December 31, 2020, the Company had identified certain tenants where collection was no longer considered probable and decreased outstanding receivables by $ 2.6 million and $ 1.9 million, respectively.

Revenue from lending activities

Interest income included in interest and other income is comprised of interest earned on loans and our short-term investments and the accretion of net loan origination fees and discounts.

Interest income included in interest and other income is comprised of interest earned on loans and the Company’s short-term investments and the accretion of net loan origination fees and discounts.

Interest income on loans is accrued as earned with the accrual of interest suspended when the related loan becomes a Non-Accrual Loan (as defined below).

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

Revenue from hotel activities

11 unchanged sentences

At inception of these contracts with customers for hotel revenues, the contractual price is equivalent to the transaction price as there are no elements of variable consideration to estimate.

We recognized hotel income of $ 1,525,000 and $ 7,734,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 10,153,000 and $ 27,087,000 for the nine months ended September 30, 2020 and 2019, respectively.

Below is a reconciliation of the hotel revenue from contracts with customers to the total hotel segment revenue disclosed in Note 17:

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

(in thousands)

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

Three Months Ended March 31,

Hotel properties

4 unchanged sentences

Tenant recoveries outside of the lease agreements

Tenant recoveries outside of the lease agreements are related to construction projects in which our tenants have agreed to fully reimburse us for all costs related to construction.

These services include architectural, permit expediter and construction services.

Tenant recoveries outside of the lease agreements are related to construction projects in which the Company’s tenants have agreed to fully reimburse the Company for all costs related to construction.

These services include architectural, permit

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

expediter and construction services.

At inception of the contract with the customer, the contractual price is equivalent to the transaction price as there are no elements of variable consideration to estimate.

1 unchanged sentence

The Company satisfies its performance obligation and recognizes revenues associated with these services over time as the construction is completed.

No such amounts were recognized for tenant recoveries outside of the lease agreements for each of the three months ended September 30, 2020 and 2019, and $ 0 and $ 205,000 were recognized for the nine months ended September 30, 2020 and 2019, respectively, which amounts are included in interest and other income on the consolidated statements of operations.

As of September 30, 2020, there were no remaining performance obligations associated with tenant recoveries outside of the lease agreements.

Loans Receivable —Our loans receivable are carried at their unamortized principal balance less unamortized acquisition discounts and premiums, deferred originations fees, retained loan discounts and loan loss reserves.

No such amounts were recognized for tenant recoveries outside of the lease agreements for each of the three months ended March 31, 2021 and 2020, which amounts are included in interest and other income on the consolidated statements of operations.

As of March 31, 2021, there were no remaining performance obligations associated with tenant recoveries outside of the lease agreements.

Loans Receivable —The Company’s loans receivable are carried at their unamortized principal balance less unamortized acquisition discounts and premiums, deferred origination fees, retained loan discounts and loan loss reserves.

Acquisition discounts or premiums, origination fees and retained loan discounts are amortized as a component of interest and other income using the effective interest method over the life of the respective loans, or on a straight-line basis when it approximates the effective interest method.

All loans were originated pursuant to programs sponsored by the Small Business Administration (the “SBA”).

The programs consist of loans

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

originated under the SBA 7(a) Small Business Loan Program and, commencing with the quarter ended June 30, 2020, the Paycheck Protection Program.

Pursuant to the SBA 7(a) Small Business Loan Program, we sell the portion of the loan that is guaranteed by the SBA.

Upon sale of the SBA guaranteed portion of the loans, which are accounted for as sales, the unguaranteed portion of the loan retained by us is valued on a fair value basis and a discount (the “Retained Loan Discount”) is recorded as a reduction in basis of the retained portion of the loan.

Unamortized retained loan discounts were $ 7,540,000 and $ 7,622,000 as of September 30, 2020 and December 31, 2019, respectively.

At the Acquisition Date, the carrying value of our loans was adjusted to estimated fair market value and acquisition discounts of $ 33,907,000 were recorded, which are being accreted to interest and other income using the effective interest method.

We sold substantially all of our commercial mortgage loans with unamortized acquisition discounts of $ 15,951,000 to an unrelated third-party in December 2015.

Acquisition discounts of $ 533,000 and $ 624,000 remained as of September 30, 2020 and December 31, 2019, respectively.

The programs consist of loans originated under the SBA 7(a) Small Business Loan Program and, commencing with the quarter ended June 30, 2020, the Paycheck Protection Program (the “PPP”).

Pursuant to the SBA 7(a) Small Business Loan Program, the Company sells the portion of the loan that is guaranteed by the SBA.

Upon sale of the SBA guaranteed portion of the loans, which are accounted for as sales, the unguaranteed portion of the loan retained by the Company is recorded at fair value and a discount is recorded as a reduction in basis of the retained portion of the loan.

Unamortized retained loan discounts were $ 8.1 million and $ 7.8 million as of March 31, 2021 and December 31, 2020, respectively.

At the Acquisition Date, the carrying value of the Company’s loans was adjusted to estimated fair market value and acquisition discounts of $ 33.9 million were recorded, which are being accreted to interest and other income using the effective interest method.

Acquisition discounts of $ 470,000 and $ 492,000 remained as of March 31, 2021 and December 31, 2020, respectively.

A loan receivable is generally classified as non-accrual (a “Non-Accrual Loan”) if (i) it is past due as to payment of principal or interest for a period of 60 days or more, (ii) any portion of the loan is classified as doubtful or is charged-off or (iii) the repayment in full of the principal and or interest is in doubt.

Generally, loans are charged-off when management determines that we will be unable to collect any remaining amounts due under the loan agreement, either through liquidation of collateral or other means.

Interest income, included in interest and other income, on a Non-Accrual Loan is recognized on either the cash basis or the cost recovery basis.

On a quarterly basis, and more frequently if indicators exist, we evaluate the collectability of our loans receivable.

Our evaluation of collectability involves significant judgment, estimates, and a review of the ability of the borrower to make principal and interest payments, the underlying collateral and the borrowers’ business models and future operations in accordance with Accounting Standards Codification (“ASC”) 450-20, Contingencies—Loss Contingencies , and ASC 310-10, Receivables .

For the three and nine months ended September 30, 2020, we recorded a net impairment of $ 1,000 and a net recovery of $ 15,000 , respectively, on our loans receivable.

For the three and nine months ended September 30, 2019, we recorded a net impairment of $ 140,000 and $ 84,000 , respectively, on our loans receivable.

There were no material loans receivable subject to credit risk which were considered to be impaired as of September 30, 2020 or 2019.

We also establish a general loan loss reserve when available information indicates that it is probable a loss has occurred based on the carrying value of the portfolio and the amount of the loss can be reasonably estimated.

Generally, loans are charged-off when management determines that the Company will be unable to collect any remaining amounts due under the loan agreement, either through liquidation of collateral or other means.

Interest income, included in interest and other income, on a Non-Accrual Loan is recognized on the cost recovery basis.

Loan Loss Reserves —On a quarterly basis, and more frequently if indicators exist, the Company evaluates the collectability of its loans receivable.

The Company’s evaluation of collectability involves significant judgment, estimates, and a review of the ability of the borrower to make principal and interest payments, the underlying collateral and the borrowers’ business models and future operations.

For the three months ended March 31, 2021 and 2020, the Company recorded a net impairment of $ 92,000 and a net recovery of $ 52,000 , respectively, on its loans receivable.

There were no material loans receivable subject to credit risk which were considered to be impaired as of March 31, 2021 or December 31, 2020.

The Company considers a loan to be impaired when the Company does not expect to collect all of the contractual interest and principal payments as scheduled in the loan agreements.

The Company also establishes a general loan loss reserve when available information indicates that it is probable a loss has occurred based on the carrying value of the portfolio and the amount of the loss can be reasonably estimated.

Significant judgment is required in determining the general loan loss reserve, including estimates of the likelihood of default and the estimated fair value of the collateral.

The general loan loss reserve includes those loans, which may have negative characteristics which have not yet become known to us.

In addition to the reserves established on loans not considered impaired that have been evaluated under a specific evaluation, we establish the general loan loss reserve using a consistent methodology to determine a loss percentage to be applied to loan balances.

The general loan loss reserve includes those loans, which may have negative characteristics which have not yet become known to the Company.

In addition to the reserves established on loans not considered impaired that have been evaluated under a specific evaluation, the Company establishes the general loan loss reserve using a consistent methodology to determine a loss percentage to be applied to loan balances.

These loss percentages are based on many factors, primarily cumulative and recent loss history and general economic conditions.

As of March 31, 2021 and December 31, 2020, the Company had loan loss reserves of $ 989,000 and $ 885,000 , respectively.

Deferred Rent Receivable and Charges —Deferred rent receivable and charges consist of deferred rent, deferred leasing costs, deferred offering costs (Note 9) and other deferred costs.

Deferred leasing costs, which represent lease commissions and other direct costs associated with the acquisition of tenants, are capitalized and amortized on a straight-line basis over the terms of the related leases.

Deferred offering costs represent direct costs incurred in connection with our offerings of Series A Preferred Units, as described in Note 9, and, after January 2020, Series A Preferred Stock (as defined in Note 9) and Series D Preferred Stock (as defined in Note 9), excluding costs specifically identifiable to a closing, such as commissions, dealer-manager fees, and other offering fees and expenses.

Deferred offering costs represent direct costs incurred in connection with the Company’s offerings of Series A Preferred Units, and, after January 2020, Series A Preferred Stock and Series D Preferred

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

Stock, excluding costs specifically identifiable to a closing, such as commissions, dealer-manager fees, and other offering fees and expenses.

Generally, for a specific issuance of securities, issuance-specific offering costs are recorded as a reduction of proceeds raised on the issuance date and offering costs incurred but not directly related to a specifically identifiable closing of a security are deferred.

Deferred offering costs are first allocated to each issuance of a security on a pro-rata basis equal to the ratio of the number of securities issued in a given issuance to the maximum number of securities that are expected to be issued in the related offering.

In the case of the Series A Preferred Units, which were issued prior to February 2020, the issuance-specific offering costs and the deferred offering costs allocated to such issuance were further allocated to the Series A Preferred Stock and Series A Preferred Warrants (as defined in Note 9) issued in such issuance based on the relative fair value of the instruments on the date of issuance.

The deferred offering costs allocated to the Series A Preferred Stock are reductions to temporary equity, while the deferred offering costs allocated to Series A Preferred Warrants and Series D Preferred Stock are reductions to permanent equity.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

As of September 30, 2020 and December 31, 2019, deferred rent receivable and charges consist of the following:

September 30, 2020 December 31, 2019

(in thousands)

In the case of the Series A Preferred Units, which were issued prior to February 2020, the issuance-specific offering costs and the deferred offering costs allocated to such issuance were further allocated to the Series A Preferred Stock and Series A Preferred Warrants issued in such issuance based on the relative fair value of the instruments on the date of issuance.

The deferred offering costs allocated to the Series A Preferred Stock and Series A Preferred Warrants are reductions to temporary equity and permanent equity, respectively.

As of March 31, 2021 and December 31, 2020, deferred rent receivable and charges consist of the following (in thousands):

March 31, 2021 December 31, 2020

Deferred rent receivable $ 20,645 $ 20,470

3 unchanged sentences

Deferred rent receivable and charges, net $ 35,894 $ 35,956

Redeemable Preferred Stock —Beginning on the date of original issuance of any given shares of Series A Preferred Stock or Series D Preferred Stock, the holder of such shares has the right to require the Company to redeem such shares at a redemption price of 100 % of the Series A Preferred Stock Stated Value (as defined in Note 9) or Series D Preferred Stock Stated Value (as defined in Note 9), as applicable, plus accrued and unpaid dividends, subject to the payment of a redemption fee until the fifth anniversary of such issuance.

From and after the fifth anniversary of the date of the original issuance, the holder will have the right to require the Company to redeem such shares at a redemption price of 100 % of the Series A Preferred Stock Stated Value or Series D Preferred Stock Stated Value, as applicable, plus accrued and unpaid dividends, without a redemption fee, and the Company will have the right (but not the obligation) to redeem such shares at 100 % of the Series A Preferred Stock Stated Value or Series D Preferred Stock Stated Value, as applicable, plus accrued and unpaid dividends.

The applicable redemption price payable upon redemption of any Series A Preferred Stock is payable in cash or, on or after the first anniversary of the issuance of such shares of Series A Preferred Stock to be redeemed, in the Company’s sole discretion, in cash or in equal value through the issuance of shares of Common Stock, based on the volume weighted average price of our Common Stock for the 20 trading days prior to the redemption.

The applicable redemption price payable upon redemption of any Series D Preferred Stock is payable in cash or, in the Company’s sole discretion, in equal value through the issuance of shares of Common Stock, based on the volume weighted average price of our Common Stock for the 20 trading days prior to the redemption.

Since a holder of Series A Preferred Stock has the right to request redemption of such shares and redemptions prior to the first anniversary are to be paid in cash, we have recorded the activity related to our Series A Preferred Stock in temporary equity.

We recorded the activity related to our Series A Preferred Warrants (Note 9) in permanent equity.

We have recorded the activity related to our Series D Preferred Stock (Note 9) in permanent equity.

On the first anniversary of the date of original issuance of a particular share of Series A Preferred Stock, we reclassify such share of Series A Preferred Stock from temporary equity to permanent equity because the feature giving rise to temporary equity classification, the requirement to satisfy redemption requests in cash, lapses on the first anniversary date.

From and after the fifth anniversary of the date of original issuance of the Series L Preferred Stock, each holder will have the right to require the Company to redeem, and the Company will also have the option to redeem (subject to certain conditions), such shares of Series L Preferred Stock at a redemption price equal to the Series L Preferred Stock Stated Value (as defined in Note 9), plus, provided certain conditions are met, all accrued and unpaid distributions.

Notwithstanding the foregoing, a holder of shares of our Series L Preferred Stock may require us to redeem such shares at any time prior to the fifth anniversary of the date of original issuance of the Series L Preferred Stock if (1) we do not declare and pay in full the distributions on the Series L Preferred Stock for any annual period prior to such fifth anniversary or (2) we do not declare and pay all accrued and unpaid distributions on the Series L Preferred Stock for all past dividend periods prior to the applicable holder redemption date.

The applicable redemption price payable upon redemption of any Series L Preferred Stock will be made, in the Company’s sole discretion, in the form of (A) cash in Israeli New Shekels (“ILS”) at the then-current currency exchange rate determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, (B) in equal value through the issuance of shares of Common Stock, with the value of such Common Stock to be deemed the lower of (i) our net asset value (“NAV”) per share of our Common Stock as most recently published by the Company as of the effective date of redemption and (ii) the volume-weighted average price of our Common Stock, determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, or (C) in a combination of cash in ILS and our Common Stock, based on the conversion mechanisms set forth in (A) and (B), respectively.

We recorded the activity related to our Series L Preferred Stock in permanent equity.

Redeemable Preferred Stock —Beginning on the date of original issuance of any given shares of Series A Preferred Stock or Series D Preferred Stock, and from and after the fifth anniversary date of the original issuance of the Series L Preferred Stock, the holder of such shares has the right to require the Company to redeem such shares, subject to certain limitations as discussed in Note 9.

The Company records the activity related to the Series A Preferred Warrants, Series D Preferred Stock and Series L Preferred Stock in permanent equity.

In the event a holder of Series A Preferred Stock requests redemption of such shares and such redemption takes place prior to the first anniversary of the date of original issuance, the Company is required to pay such redemption in cash.

As a result, the Company records issuances of Series A Preferred Stock in temporary equity.

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

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

Restricted Cash —The Company’s mortgage loan and hotel management agreements provide for depositing cash into restricted accounts reserved for capital expenditures, free rent, tenant improvement and leasing commission obligations.

Restricted cash also includes cash required to be segregated in connection with certain of the Company’s loans receivable.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

Restricted Cash —Our mortgage loan and hotel management agreements provide for depositing cash into restricted accounts reserved for capital expenditures, free rent, tenant improvement and leasing commission obligations.

Restricted cash also includes cash required to be segregated in connection with certain of our loans receivable.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

Reclassifications —Certain prior period amounts have been reclassified to conform with the current period presentation.

To comply with the current year presentation, we reclass ified $ 1,308,000 and $ 272,000 , related to certain funds at our hotel property, from cash to other assets as of September 30, 2019 and December 31, 2018, respectively, which resulted in a $ 1,036,000 decrease in cash provided by operating activities for the nine m onths ended September 30, 2019 .

Furthermore, we reclassified $ 630,000 and $ 1,819,000 from asset management and other fees to related parties to expense reimbursements to related parties—corporate for the three and nine months ended September 30, 2019, respectively, and $ 652,000 and $ 1,840,000 from asset management and other fees to related parties to expense reimbursements to related parties—lending segment for the three and nine months ended September 30, 2019, respectively .

Assets Held for Sale and Discontinued Operations —In the ordinary course of business, we may periodically enter into agreements to dispose of our assets.

Some of these agreements are non-binding because either they do not obligate either party to pursue any transactions until the execution of a definitive agreement or they provide the potential buyer with the ability to terminate without penalty or forfeiture of any material deposit, subject to certain specified contingencies, such as completion of due diligence at the discretion of such buyer.

We do not classify assets that are subject to such non-binding agreements as held for sale.

We classify assets as held for sale, if material, when they meet the necessary criteria, which include:

a) management commits to and actively embarks upon a plan to sell the assets, b) the assets to be sold are available for immediate sale in their present condition, c) the sale is expected to be completed within one year under terms usual and customary for such sales and d) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

We generally believe that we meet these criteria when the plan for sale has been approved by our management, having the authority to approve the sale, there are no known significant contingencies related to the sale and management believes it is probable that the sale will be completed within one year.

Assets held for sale are recorded at the lower of cost or estimated fair value less cost to sell.

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

Consolidation Considerations for Our Investments in Real Estate —ASC 810-10, Consolidation , addresses how a business enterprise should evaluate whether it has a controlling interest in an entity through means other than voting rights that would require the entity to be consolidated.

We analyze our investments in real estate in accordance with this accounting standard to determine whether they are variable interest entities, and if so, whether we are the primary beneficiary.

Our judgment with respect to our level of influence or control over an entity and whether we are the primary beneficiary of a variable interest entity involves consideration of various factors, including the form of our ownership interest, our voting interest, the size of our investment (including loans), and our ability to participate in major policy-making decisions.

Our ability to correctly assess our influence or control over an entity affects the presentation of these investments in real estate on our consolidated financial statements.

These reclassifications had no effect on previously reported totals or subtotals.

The reclassifications have been made to the consolidated statements of operations and the consolidated statements of cash flows for the three months ended March 31, 2020 as follows (in thousands):

Three Months Ended March 31, 2020

As previously reported Reclassification As Revised

Consolidated Statements of Operations

Asset management and other fees to related parties $ 4,139 $ ( 1,494 ) $ 2,645

Expense reimbursements to related parties—corporate $ — $ 812 $ 812

Expense reimbursements to related parties—lending segment $ — $ 682 $ 682

Consolidated Statements of Cash Flows

Depreciation and amortization, net $ 5,258 $ ( 156 ) $ 5,102

Deferred rent and amortization of intangible assets, liabilities and lease inducements $ ( 816 ) $ 816 $ —

Other assets $ ( 695 ) $ ( 660 ) $ ( 1,355 )

Payment of unsecured revolving lines of credit, revolving credit facilities, mortgages payable, term notes and principal on SBA 7(a) loan-backed notes $ ( 5,000 ) $ ( 4,249 ) $ ( 9,249 )

Payment of principal on SBA 7(a) loan-backed notes $ ( 4,249 ) $ 4,249 $ —

Net proceeds from issuance of Preferred Stock $ 8,497 $ 146 $ 8,643

Net proceeds from issuance of Series D Preferred Stock $ 146 $ ( 146 ) $ —

Preferred stock offering costs offset against redeemable preferred stock $ 176 $ 2 $ 178

Preferred stock offering costs offset against redeemable preferred stock in permanent equity $ 2 $ ( 2 ) $ —

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

We base such estimates on historical experience, information available at the time, and assumptions we believe to be reasonable under the circumstances and at such time, including the impact of extraordinary events such as COVID-19.

The Company bases such estimates on historical experience, information available at the time, and assumptions the Company believes to be reasonable under the circumstances and at such time, including the impact of extraordinary events such as COVID-19.

Actual results could differ from those estimates.

1 unchanged sentence

2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments , which is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity.

The amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

In November 2018, the FASB issued ASU No.

2018-19, Financial Instruments-

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

Credit Losses (Topic 326):

Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which clarified that receivables arising from operating leases are not within the scope of the credit losses standards.

In April 2019, the FASB issued ASU 2019-04, Financial Instruments-Credit Losses (Topic 326):

Codification Improvements to Topic 326, Financial Instruments-Credit Losses , which clarified the following:

(i) an entity’s estimate of expected credit losses should include expected recoveries of financial assets, including recoveries of amounts expected to be written off and those previously written off, and (ii) an entity should consider contractual extension or renewal options that it cannot unconditionally cancel when determining the contractual term over which expected credit losses are measured.

In May 2019, the FASB issued ASU No.

2019-05, Financial Instruments-Credit Losses (Topic 326):

Targeted Transition Relief , which allows entities to irrevocably elect the fair value option for existing financial assets on an instrument-by-instrument basis upon adoption of ASU 2016-13.

Except for existing held-to-maturity debt securities, the alternative is available for all instruments in the scope of ASC 326-20 that are eligible for the fair value option in ASC 825-10.

If an entity elects the fair value option, it will recognize a cumulative-effect adjustment for the difference between the fair value of the instrument and its carrying value.

In November 2019, the FASB issued ASU No.

2019-10, Financial Instruments-Credit Losses (Topic 326) , which deferred the effective date of Topic 326 for certain entities, including smaller reporting companies, public entities that are not SEC filers, and entities that are not public business entities.

For public entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2019.

Measurement of Credit Losses on Financial Instruments , which was subsequently amended by ASU No.

2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2018-19”) in November 2018.

Subsequently, the FASB issued ASU No.

2019-04, ASU No.

2019-05, ASU No.

2019-10, ASU No.

2019-11 and ASU No.

2020-02 to provide additional guidance on the credit losses standard.

ASU 2016-13 and the related updates improve financial reporting requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held-for-investment, held-to-maturity debt securities, net investment in leases and other such commitments.

ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis.

The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology under current GAAP.

ASU 2018-19 clarified that receivables arising from operating leases are not within the scope of Topic 326.

Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASU No.

2016-02, Leases (Topic 842).

For smaller reporting companies, public entities that are not SEC filers, and entities that are not public business entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2022.

Early adoption is permitted for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2018.

In November 2019, the FASB issued ASU No.

2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , which made narrow-scope improvements to the credit losses standard, including, but not limited to, adjustments for transition relief for troubled debt restructurings and disclosures related to accrued interest receivables.

In February 2020, the FASB issued ASU No.

2020-02, Financial Instruments - Credit Losses (Topic 326):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

119, which aligns the SEC guidance with Topic 326 as it relates to (i) measuring current expected credit losses, (ii) development, governance, and documentation of a systematic methodology to measure credit losses, (iii) documenting the results of a systematic methodology to measure credit losses, and (iv) validating a systematic methodology to measure credit losses.

The Company has not yet adopted ASU 2016-13 and remains in the process of evaluating the impact of adoption of this new accounting guidance on our consolidated financial statements.

In August 2018, the FASB issued ASU No.

2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , which eliminates, adds and modifies certain disclosure requirements for fair value measurements.

Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public entities will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.

For public entities, the ASU is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2019.

We adopted ASU No.

2018-13 beginning January 1, 2020 and the adoption of such ASU did not have a material impact on our consolidated financial statements.

In October 2018, the FASB issued ASU No.

2018-16, Derivatives and Hedging (Topic 815):

Inclusion of the Secured Overnight Financing Rate (the “SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes .

The guidance permits the use of the OIS rate based on the SOFR as a U.S.

benchmark rate for purposes of applying hedge accounting.

The SOFR is a volume-weighted median interest rate that is calculated daily based on overnight transactions from the prior day’s activity in specified segments of the U.S.

Treasury repo market.

It has been selected as the preferred replacement for the U.S.

dollar London Interbank Offered Rate (“LIBOR”), which will be phased out by the end of 2021.

For public entities, the ASU is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2019.

We adopted ASU No.

2018-16 beginning on January 1, 2020 and the adoption of such ASU did not have a material impact on our consolidated financial statements.

In December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes , which removes certain exceptions for investments, intraperiod allocations and interim calculations, and adds guidance to reduce complexity in accounting for income taxes.

For public entities, the ASU is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2020.

Early adoption is permitted in any interim period after the issuance of the ASU.

We adopted ASU No.

2019-12 beginning on January 1, 2020 and the adoption of such ASU did not have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients for various agreements and

The Company has not yet adopted ASU 2016-13 and the related updates and remains in the process of evaluating the impact of adoption of this new accounting guidance on its consolidated financial statements.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

contracts that utilize the London Interbank Offered Rate (“LIBOR”) as the benchmark reference rate.

To be eligible for the optional expedients under this guidance, modifications of contractual terms that change, or have the potential to change, the amount or timing of contractual cash flows must be related to replacement of a reference rate.

As it relates to the Company, the relevant optional expedient for contract modifications provides that entities can account for these modifications as a continuation of the existing contract without additional analysis.

The ASU is effective for all business entities for interim and annual periods beginning on March 12, 2020 and provides for temporary relief through December 31, 2022.

We are currently in the process of evaluating the impact of the adoption of this new accounting guidance on our consolidated financial statements, but have not yet adopted the optional relief.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

On April 10, 2020, the FASB issued a question-and-answer document (the “Q&A”) to address stakeholder questions on the application of the lease accounting guidance for lease concessions related to the effects of COVID-19.

1 unchanged sentence

However, the Q&A provides that the Company may bypass the lease by lease analysis if certain criteria are met, and instead elect to either consistently apply, or consistently not apply, the lease modification framework to groups of leases with similar characteristics and similar circumstances.

As described below, the Company has elected not to apply the lease modification guidance to concessions related to the effects of COVID-19 that do not result in a substantial increase in our rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than the total payments required by the original lease.

During the three and nine months ended September 30, 2020, the Company provided rental concessions to certain tenants in response to the impact of COVID-19.

The Company’s rental concessions during the three and nine months ended September 30, 2020 primarily provided for a deferral of rental payments or the application of security deposits to rental payments and replenishment of such security deposits with no substantive changes to the consideration provided for in the original lease.

Such changes affected the timing, but not the amount, of the rental payments.

In accordance with the above, the Company is accounting for these deferrals as if no changes were made to the leases.

The Q&A had no material impact on the Company’s consolidated financial statements as of and for the three and nine months ended September 30, 2020;

however, its future impact on the Company is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 in future periods and the elections made by the Company at the time of entering into such concessions.

Refer to Note 18 for a discussion regarding our lease concessions granted in connection with COVID-19.

As described below, the Company has elected not to apply the lease modification guidance to concessions related to the effects of COVID-19 that do not result in a substantial increase in the Company’s rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than the total payments required by the original lease.

INVESTMENTS IN REAL ESTATE

Investments in real estate consist of the following:

September 30, 2020 December 31, 2019

(in thousands)

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

March 31, 2021 December 31, 2020

Land $ 139,397 $ 139,397

7 unchanged sentences

Net investments in real estate $ 502,122 $ 506,040

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

We recorded depreciation expense of $ 4,366,000 and $ 4,156,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 12,960,000 and $ 17,908,000 for the nine months ended September 30, 2020 and 2019, respectively.

The Company recorded depreciation expense of $ 4.2 million and $ 4.3 million for the three months ended March 31, 2021 and 2020, respectively.

The fair value of real estate acquired is recorded to the acquired tangible assets, consisting primarily of land, land improvements, building and improvements, tenant improvements, furniture, fixtures, and equipment, and identified intangible assets and liabilities, consisting of the value of acquired above-market and below-market leases, in-place leases and ground leases, if any, based in each case on their respective fair values.

Loan premiums, in the case of above-market rate loans, or loan discounts, in the case of below-market rate loans, are recorded based on the fair value of any loans assumed in connection with acquiring the real estate.

2020 Transactions —There were no acquisitions or dispositions during the nine months ended September 30, 2020.

2019 Transactions —There were no acquisitions during the nine months ended September 30, 2019.

We sold 100 % fee-simple interests in the following properties to unrelated third-parties during the nine months ended September 30, 2019.

Transaction costs related to these sales were expensed as incurred.

Property Asset Type Date of Sale Square Feet Sales Price Transaction Costs Gain on Sale

(in thousands)

March Oakland Properties,

Oakland, CA (1) Office / Parking Garage March 1, 2019 975,596 $ 512,016 $ 8,971 $ 289,779

830 1st Street,

Washington, D.C.

Office March 1, 2019 247,337 116,550 2,438 45,710

260 Townsend Street,

San Francisco, CA Office March 14, 2019 66,682 66,000 2,539 42,092

1333 Broadway,

Oakland, CA Office May 16, 2019 254,523 115,430 658 55,221

Union Square Properties,

Washington, D.C.

(2) Office / Land July 30, 2019 630,650 181,000 3,744 302

$ 990,996 $ 18,350 $ 433,104

(1) The “March Oakland Properties” consist of 1901 Harrison Street, 2100 Franklin Street, 2101 Webster Street, and 2353 Webster Street Parking Garage.

(2) The "Union Square Properties" consist of 999 North Capitol Street, 899 North Capitol Street and 901 North Capitol Street.

Prior to the sale, we determined that the book values of such properties exceeded their estimated fair values and recognized no impairment charge for the three months ended September 30, 2019, and $ 69,000,000 for the nine months ended September 30, 2019 (Note 2).

Our determination of the fair values of these properties was based on negotiations with the third-party buyer and the contract sales price.

The gain on sale includes $ 113,000 of extinguishment of noncontrolling interests as a result of the sale.

2021 and 2020 Transactions —There were no acquisitions or dispositions during the three months ended March 31, 2021 and 2020.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

The results of operations of the properties we sold have been included in the consolidated statements of operations through each property’s respective disposition date.

The following is the detail of the carrying amounts of assets and liabilities at the time of the sales of the properties that occurred during the nine months ended September 30, 2019:

(in thousands)

Investments in real estate, net $ 476,532

Deferred rent receivable and charges, net 55,297

Other intangible assets, net 316

Other assets 4,096

Total assets $ 536,241

Debt, net (1) (2) $ 318,072

Total liabilities $ 318,072

(1) Debt, net is presented net of deferred loan costs of $ 1,704,000 and accumulated amortization of $ 576,000 .

(2) A mortgage loan with an outstanding principal balance of $ 28,200,000 was assumed by the buyer in connection with the sale of our property in San Francisco, California.

A mortgage loan with an outstanding principal balance of $ 46,000,000 was prepaid in connection with the sale in March 2019 of our property in Washington, D.C.

that was collateral for the loan.

Mortgage loans with an aggregate outstanding principal balance of $ 205,500,000 were legally defeased in connection with the sale of the March Oakland Properties that were collateral for the loans.

A mortgage loan with an outstanding principal balance of $ 39,500,000 was legally defeased in connection with the sale in May 2019 of our property in Oakland, California that was collateral for the loan.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

LOANS RECEIVABLE

Loans receivable consist of the following:

September 30, 2020 December 31, 2019

(in thousands)

Loans receivable consist of the following (in thousands):

March 31, 2021 December 31, 2020

SBA 7(a) loans receivable, subject to credit risk $ 33,250 $ 32,226

4 unchanged sentences

Loans receivable 84,768 83,136

Deferred capitalized costs 832 1,145

Deferred capitalized costs, net 662 884

Loan loss reserves ( 989 ) ( 885 )

Loans receivable, net $ 84,441 $ 83,135

SBA 7(a) Loans Receivable, Subject to Credit Risk —Represents the unguaranteed portions of loans originated under the SBA 7(a) Small Business Loan Program which were retained by the Company and the government guaranteed portions of such loans that have not yet been fully funded or sold.

SBA 7(a) Loans Receivable, Subject to Credit Risk —Represents the unguaranteed portions of loans originated under the SBA 7(a) Small Business Loan Program which were retained by the Company.

SBA 7(a) Loans Receivable, Subject to Loan-Backed Notes —Represents the unguaranteed portions of loans originated under the SBA 7(a) Small Business Loan Program which were transferred to a trust and are held as collateral in connection with a securitization transaction.

1 unchanged sentence

These loans are subject to credit risk.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

SBA 7(a) Loans Receivable, Paycheck Protection Program —Enacted in March 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) implemented the Paycheck Protection Program, a new SBA 7(a) loan program that provides small businesses with uncollateralized and unguaranteed loans at an interest rate of 1.00%.

The loans will be fully forgiven, subject to certain limitations, when used by the borrower for payroll costs, interest on mortgages, rent, and utilities.

For those loans that are forgiven, the SBA will remit 100% of the remaining outstanding principal plus accrued interest to us.

For those loans whose borrowers do not meet the criteria required for forgiveness, repayment obligations commence after the applicable deferment period in equal installments over the remaining term to maturity.

A substantial portion of the loans that we originated under the Paycheck Protection Program have a two-year term and originally had a deferment period of six months;

however, as a result of amendments to the Paycheck Protection Program, these loans now are deferred for up to 16 months.

All loans approved by the SBA after June 5, 2020 have a five-year term and deferment period of 16 months.

The loans are fully guaranteed by the SBA provided that originating lenders follow the requirements set forth in the Paycheck Protection Program.

Accordingly, there is no credit risk associated with these loans since the SBA has guaranteed payment of the principal and interest.

Neither the government nor lenders charged borrowers any fees in connection with the Paycheck Protection Program loans;

however, the SBA paid lenders a fee upon funding loans under the Paycheck Protection Program.

As a SBA 7(a) licensee, we are an authorized lender under the Paycheck Protection Program and have originated $ 16,016,000 of loans under the program as of September 30, 2020.

We expect a significant portion of these loans will be forgiven and repaid, either in part or in full, by the SBA, including both principal and accrued interest.

SBA 7(a) Loans Receivable, Paycheck Protection Program —As a SBA 7(a) licensee, the Company is an authorized lender under the PPP and has originated $ 26.2 million in loans under the program with $ 17.3 million outstanding as of March 31, 2021.

The Company expects a significant portion of these loans will be forgiven and repaid, either in part or in full, by the SBA, including both principal and accrued interest.

SBA 7(a) Loans Receivable, Subject to Secured Borrowings —Represents the government guaranteed portions of loans originated under the SBA 7(a) Small Business Loan Program which were sold with the proceeds received from the sale reflected as secured borrowings—government guaranteed loans.

1 unchanged sentence

SBA 7(a) Loans Receivable, Held for Sale — Represents the government guaranteed portion of loans held for sale at the end of the period or that had been sold but in respect of which proceeds had not been received as of the end of the period.

As of September 30, 2020 and December 31, 2019, 100.0 % and 99.6 %, respectively, of our loans subject to credit risk were current.

We classify loans with negative characteristics in substandard categories ranging from special mention to doubtful.

As of September 30, 2020 and December 31, 2019, $ 1,264,000 and $ 1,362,000 , respectively, of loans subject to credit risk were classified in substandard categories.

As of September 30, 2020 and December 31, 2019, our loans subject to credit risk were 99.0 % and 98.7 %, respectively, concentrated in the hospitality industry.

Enacted in March 2020, Section 1112 of the CARES Act (“Section 1112”) provided for subsidy loan payments on all loans originated under the SBA 7(a) Small Business Loan Program in ‘regular’ servicing, which subsidies were not required to be repaid by the borrowers.

The subsidy payments were paid by the SBA and reflected the initial six months of payments, including scheduled principal and interest payments, for any new loan originated from the implementation of the CARES Act through September 27, 2020.

The overwhelming majority of borrowers under our SBA 7(a) Small Business Loan Program qualified for relief under Section 1112.

The relief ended for most of our borrowers effective September 30, 2020.

As of March 31, 2021 and December 31, 2020, the Company’s loans subject to credit risk were 99.3 % and 99.1 %, respectively, concentrated in the hospitality industry.

As of March 31, 2021 and December 31, 2020, 98.7 % and 98.8 %, respectively, of the Company’s loans subject to credit risk were current.

The Company classifies loans with negative characteristics in substandard categories ranging from special mention to doubtful.

As of March 31, 2021 and December 31, 2020, $ 1.3 million and $ 1.4 million, respectively, of loans subject to credit risk were classified in substandard categories.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

OTHER INTANGIBLE ASSETS

A schedule of our intangible assets and liabilities and related accumulated amortization and accretion as of September 30, 2020 and December 31, 2019 is as follows:

Assets Liabilities

September 30, 2020 Acquired Above-Market Leases Acquired

Leases Trade Name and License Acquired

(in thousands)

Gross balance $ 37 $ 12,135 $ 2,957 $ ( 2,368 )

Accumulated amortization ( 13 ) ( 8,911 ) — 1,638

$ 24 $ 3,224 $ 2,957 $ ( 730 )

Average useful life (in years) 7 9 Indefinite 4

Assets Liabilities

December 31, 2019 Acquired

Leases Acquired

Leases Trade Name and License Acquired

(in thousands)

Gross balance $ 74 $ 13,653 $ 2,957 $ ( 3,521 )

Accumulated amortization ( 42 ) ( 9,382 ) — 2,239

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

OTHER INTANGIBLE ASSETS AND LIABILITIES

A schedule of the Company’s intangible assets and liabilities and related accumulated amortization and accretion as of March 31, 2021 and December 31, 2020 is as follows (in thousands):

March 31, 2021 December 31, 2020

Intangible lease assets:

Acquired in-place leases, net of accumulated amortization of $ 8,487 and $ 9,228 , respectively, with an average useful life of 9 and 8 years, respectively

$ 3,020 $ 3,316

Average useful life (in years) 5 8 Indefinite 4

Acquired above-market leases, net of accumulated amortization of $ 18 and $ 15 , respectively, both with an average useful life of 6 years

Trade name and license 2,957 2,957

Total intangible lease assets, net $ 6,014 $ 6,313

Intangible lease liabilities:

Acquired below-market leases, net of accumulated amortization of $ 1,090 and $ 1,786 , respectively, with an average useful life of 5 and 4 years, respectively

Amortization of the acquired above-market leases is recorded as a reduction to rental and other property income, and amortization of the acquired in-place leases is included in depreciation and amortization in the accompanying consolidated statements of operations.

Amortization of the acquired below-market leases is recorded as an increase to rental and other property income in the accompanying consolidated statements of operations.

For the three and nine months ended September 30, 2020 and 2019, we recognized amortization related to our intangible assets and liabilities as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

(in thousands)

During the three months ended March 31, 2021 and 2020, the Company recognized amortization related to its intangible assets and liabilities as follows (in thousands):

Three Months Ended March 31,

Acquired above-market lease amortization $ 3 $ 6

1 unchanged sentence

Acquired below-market lease amortization $ 115 $ 254

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

A schedule of future amortization and accretion of acquired intangible assets and liabilities as of September 30, 2020, is as follows:

A schedule of future amortization and accretion of acquired intangible assets and liabilities as of March 31, 2021, is as follows (in thousands):

Assets Liabilities

2 unchanged sentences

Leases Acquired

(in thousands)

2020 (Three months ending December 31, 2020) $ 1 $ 302 $ ( 149 )

2021 (Nine months ending December 31, 2021) $ 9 $ 753 $ ( 234 )

2022 12 813 ( 236 )

3 unchanged sentences

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

Information on our debt is as follows:

September 30, 2020 December 31, 2019

(in thousands)

Mortgage loan with a fixed interest rate of 4.14 % per annum, with monthly payments of interest only, and a balance of $ 97,100,000 due on July 1, 2026.

The loan is nonrecourse.

$ 97,100 $ 97,100

Deferred loan costs related to mortgage loans ( 154 ) ( 174 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

The following table summarizes the debt balances as of March 31, 2021 and December 31, 2020, and the debt activity for the three months ended March 31, 2021 (in thousands):

During the Three Months Ended March 31, 2021

Balances as of December 31, 2020 Debt Issuances & Assumptions Repayments & Modifications Accretion & (Amortization) Balances as of March 31, 2021

Mortgage Payable:

Outstanding Balance $ 97,100 $ — $ — $ — $ 97,100

Deferred loan costs — Mortgage Payable ( 147 ) — — 6 ( 141 )

Total Mortgage Payable 96,953 — — 6 96,959

Secured borrowing principal on SBA 7(a) loans sold for a premium and excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 3.87 % and 5.68 % as of September 30, 2020 and December 31, 2019, respectively.

Secured borrowing principal on SBA 7(a) loans sold for excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 1.56 % and 3.32 % as of September 30, 2020 and December 31, 2019, respectively.

Secured Borrowings — Government Guaranteed Loans:

Outstanding Balance 8,457 — ( 212 ) — 8,245

Unamortized premiums 457 — — ( 21 ) 436

2 unchanged sentences

2020 unsecured revolving credit facility — — — — —

Junior subordinated notes with a variable interest rate which resets quarterly based on the three-month LIBOR plus 3.25 %, with quarterly interest only payments.

Balance due at maturity on March 30, 2035.

27,070 27,070

SBA 7(a) loan-backed notes with a variable interest rate which resets monthly based on the lesser of the one-month LIBOR plus 1.40 % or the prime rate less 1.08 %, with payments of interest and principal due monthly.

Balance due at maturity in March 20, 2043.

15,123 22,282

Borrowed funds from the Federal Reserve through the Paycheck Protection Program Liquidity Facility with a fixed interest rate of 0.35%.

224,709 202,352

Deferred loan costs related to other debt ( 2,422 ) ( 2,867 )

Junior subordinated notes 27,070 — — — 27,070

SBA 7(a) loan-backed notes 14,230 — ( 1,285 ) — 12,945

Borrowed funds from the Federal Reserve through the Paycheck Protection Program Liquidity Facility 14,484 9,985 ( 6,368 ) — 18,101

Deferred loan costs — other debt ( 2,155 ) — — 318 ( 1,837 )

Discount on junior subordinated notes ( 1,683 ) — — 23 ( 1,660 )

Total Other Debt 218,446 14,985 ( 7,653 ) 341 226,119

Total Debt $ 326,546 $ 307,421

Our mortgage payable is secured by a deed of trust on the property and assignment of rents.

The junior subordinated notes may be redeemed at par at our option.

Secured borrowings—government guaranteed loans represent sold loans which 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 .

Total Debt, Net $ 324,313 $ 14,985 $ ( 7,865 ) $ 326 $ 331,759

Mortgages Payable —The mortgages payable are secured by deeds of trust on certain of the properties and assignments of rents.

As of March 31, 2021, the Company’s mortgages payable had a fixed interest rate of 4.14 % per annum, with monthly payments of interest only, due on July 1, 2026.

The loan is nonrecourse.

Secured Borrowings-Government Guaranteed Loans —Secured borrowings-government guaranteed loans represent sold loans which 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 .

These loans included cash premiums that are amortized as a reduction to interest expense over the life of the loan using the effective interest method and are fully amortized when the underlying loan is repaid in full.

SBA 7(a) loan-backed notes are secured by deeds of trust or mortgages.

Deferred loan costs, which represent legal and third-party fees incurred in connection with our borrowing activities, are capitalized and amortized to interest expense on a straight-line basis over the life of the related loan, approximating the effective interest method.

Deferred loan costs of $ 3,466,000 and $ 4,535,000 are presented net of accumulated amortization of $ 890,000 and $ 1,494,000 as of September 30, 2020 and December 31, 2019, respectively, and are a reduction to total debt.

In June 2016, we entered into six mortgage loan agreements with an aggregate principal amount of $ 392,000,000 .

A portion of the net proceeds from the loans was used to repay outstanding balances under our previous unsecured credit facility

As of March 31, 2021, the Company’s secured borrowings-government guaranteed loans included $ 5.5 million of loans sold for a premium and excess spread, with a variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 3.86 %, and $ 2.7 million of loans sold for an excess spread, with a variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 1.56 %.

2018 Revolving Credit Facility —In October 2018, CIM Commercial entered into a secured revolving credit facility with a bank syndicate that, as amended, allows CIM Commercial to borrow up to $ 209.5 million, subject to a borrowing base calculation (the “2018 revolving credit facility”).

In September 2020, the 2018 revolving credit facility was amended (the “2018 Credit Facility Modification”) to remedy the effect that COVID-19 had on CIM Commercial’s ability to borrow under the 2018 revolving credit facility during the period from September 2, 2020 through June 30, 2021 (the “Deferral Period”).

The 2018 revolving credit facility bears interest (i) during the Deferral Period at (A) the base rate plus 1.05 % or (B) LIBOR plus 2.05 %

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

and the remaining portion was used to repurchase shares of our Common Stock in a private repurchase in September 2016.

On September 21, 2017, in connection with the sale of an office property in Los Angeles, California, one mortgage loan with an outstanding principal balance of $ 21,700,000 , collateralized by such property, was assumed by the buyer.

On March 1, 2019, additional mortgage loans with an aggregate outstanding principal balance of $ 205,500,000 at such time, were legally defeased in connection with the sale of the related properties.

The cash outlay required for this defeasance in the net amount of $ 224,086,000 was based on the purchase price of U.S.

government securities that will generate sufficient cash flow to fund continued interest payments on the loans from the effective date of this defeasance through the date on which we could repay the loans at par.

As a result of this defeasance, we recognized a loss on early extinguishment of debt of $ 0 and $ 19,290,000 for the three and nine months ended September 30, 2019, respectively, which represented the sum of the difference between the purchase price of U.S.

government securities of $ 224,086,000 and the aggregate outstanding principal balance of the mortgage loans of $ 205,500,000 , the write-off of deferred loan costs of $ 637,000 and related accumulated amortization of $ 170,000 , and transaction costs of $ 237,000 .

On March 14, 2019, in connection with the sale of an office property in San Francisco, California, one mortgage loan with an outstanding principal balance of $ 28,200,000 at such time was assumed by the buyer.

As a result of this assumption, we recognized a loss on early extinguishment of debt of $ 0 and $ 178,000 for the three and nine months ended September 30, 2019, respectively, which represented the write-off of deferred loan costs of $ 243,000 and related accumulated amortization of $ 65,000 .

On May 16, 2019, one mortgage loan with an outstanding principal balance of $ 39,500,000 at such time, was legally defeased in connection with the sale of the related property.

The cash outlay required for this defeasance in the net amount of $ 44,108,000 was based on the purchase price of U.S.

government securities that will generate sufficient cash flow to fund continued interest payments on the loan from the effective date of this defeasance through the date on which we could repay the loan at par.

As a result of this defeasance, we recognized a loss on early extinguishment of debt of $ 0 and $ 4,911,000 for the three and nine months ended September 30, 2019, respectively, the latter of which represented the sum of the difference between the purchase price of U.S.

government securities of $ 44,108,000 and the outstanding principal balance of the mortgage loan of $ 39,500,000 , the write-off of deferred loan costs of $ 287,000 and related accumulated amortization of $ 82,000 , and transaction costs of $ 98,000 .

On March 1, 2019, in connection with the sale of an office property in Washington, D.C., we prepaid the related mortgage loan with an outstanding principal balance of $ 46,000,000 at such time, using proceeds from the sale.

As a result, we recognized a loss on early extinguishment of debt of $ 0 and $ 5,603,000 for the three and nine months ended September 30, 2019, respectively, which represented a prepayment penalty of $ 5,325,000 and the write-off of deferred loan costs of $ 537,000 and related accumulated amortization of $ 259,000 .

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 securitization uses a trust formed for the benefit of the note holders (the “Trust”) which is considered a variable interest entity (“VIE”).

Applying the consolidation requirements for VIEs under the accounting rules in ASC Topic 810, Consolidation , the Company determined that it is the primary beneficiary based on its power to direct activities through its role as servicer and its obligations to absorb losses and right to receive benefits.

The SBA 7(a) loan-backed notes are collateralized solely by the right to receive payments and other recoveries attributable to the unguaranteed portions of certain of 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, at issuance, we estimated the weighted average life of the SBA 7(a) loan-backed notes to be approximately two years .

The SBA 7(a) loan-backed notes bear interest at the lower of the 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 sheets and the SBA 7(a) loan-backed notes as debt on our consolidated balance sheets.

The restricted cash on our consolidated balance sheets as of September 30, 2020 and December 31, 2019 included $ 1,113,000 and $ 3,306,000 , respectively, of funds related to our SBA 7(a) loan-backed notes.

In October 2018, CIM Commercial entered into a revolving credit facility with a bank syndicate (the “2018 revolving credit facility”).

In September 2020, the 2018 revolving credit facility was amended (the “2018 Credit Facility Modification”) primarily in order to modify the calculation of the borrowing base to mitigate the effect that COVID-19 has had on CIM Commercial’s ability to borrow under the facility.

As modified, CIM Commercial can borrow up to a maximum of $ 209,500,000 , subject to a borrowing base calculation.

The 2018 revolving credit facility is secured by deeds of trust on certain properties.

Outstanding advances under the 2018 revolving credit facility bear interest:

(a) during the Deferral Period (as defined below), which is currently in effect, at (i) the base rate plus 1.05 % or (ii) LIBOR plus 2.05 % and (b) following the Deferral Period, at (i) the base rate plus 0.55 % or (ii) LIBOR plus 1.55 %.

As of September 30, 2020 and December 31, 2019, the variable interest rate was 2.21 % and 3.29 %, respectively.

The interest rate on the first $ 120,000,000 of one-month LIBOR indexed variable rate borrowings on our 2018 revolving credit facility was effectively converted to a fixed rate of 3.11 % through interest rate swaps until such swaps were terminated on March 11, 2019.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

and (ii) after the Deferral Period, at (A) the base rate plus 0.55 % or (B) LIBOR plus 1.55 %.

As of March 31, 2021 and December 31, 2020, the variable interest rate was 2.16 % and 2.20 %, respectively.

The 2018 revolving credit facility is also subject to an unused commitment fee of 0.15 % or 0.25 % depending on the amount of aggregate unused commitments.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

2018 revolving credit facility matures in October 2022 and provides for one one-year extension option under certain conditions.

On October 30, 2018, we borrowed $ 170,000,000 on this facility to repay outstanding borrowings on our unsecured term loan facility.

On December 28, 2018, we repaid $ 40,000,000 of outstanding borrowings on our 2018 revolving credit facility and we terminated one interest rate swap with a notional value of $ 50,000,000 (Note 11).

On February 28, 2019 and March 11, 2019, we repaid $ 10,000,000 and $ 120,000,000 , respectively, of outstanding borrowings on our 2018 revolving credit facility using cash on hand and net proceeds from sales of assets in the first quarter of 2019 (Note 3), and, in connection with the March 11, 2019 repaymen t, we terminated our two remaining interest rate swaps, which had an aggregate notional value of $ 120,000,000 (Note 11).

As of September 30, 2020 and December 31, 2019, $ 166,500,000 and $ 153,000,000 , respectively, was outstanding under the 2018 revolving credit facility, and approximately $ 28,000,000 and $ 73,900,000 , respectively, was available for future borrowings.

The 2018 revolving credit facility contains customary covenants and is not subject to any financial covenants (other than a liquid asset requirement during the Deferral Period as further described below), but is subject to a borrowing base calculation that determines the amount we can borrow.

Under the terms of the 2018 Credit Facility Modification, the borrowing base calculation was modified for the period from September 2, 2020 through June 30, 2021 (the “Deferral Period”).

The Deferral Period is also subject to (i) an increase in the applicable interest rate as described at the beginning of this paragraph, (ii) the addition of a reserve amount of $ 15,000,000 against our borrowing availability, which may be reduced by certain capital expenditures made in respect of our properties securing the 2018 Credit Facility, and (iii) the requirement that we maintain a minimum balance of “liquid assets” of $ 15,000,000 , defined as a combination of (a) unencumbered cash and cash equivalents and (b) up to $ 5,000,000 of unfunded availability under the 2018 revolving credit facility.

In May 2020, to further enhance its liquidity position and maintain financial flexibility, CIM Commercial entered into an unsecured revolving credit facility with a bank (the “2020 unsecured revolving credit facility”) pursuant to which CIM Commercial can borrow up to a maximum of $ 10,000,000 .

The 2018 revolving credit facility is secured by deeds of trust on certain of the Company’s properties.

During the Deferral Period, the Company’s borrowing capacity is subject to a $ 15.0 million reserve, which may be reduced by certain capital expenditures made in respect of the Company’s properties securing the 2018 revolving credit facility, and the requirement that the Company maintain a minimum balance of “liquid assets” of $ 15.0 million, which are defined as (1) unencumbered cash and cash equivalents and (2) up to $ 5.0 million unfunded availability under the 2018 revolving credit facility.

Other than as described in the preceding sentence, the 2018 revolving credit facility contains customary covenants and is not subject to any financial covenants (though the amount the Company may borrow under the 2018 revolving credit facility is determined by a borrowing base calculation).

The 2018 revolving credit facility matures in October 2022 and provides for one one-year extension option under certain conditions.

As of March 31, 2021 and December 31, 2020, $ 171.5 million and $ 166.5 million, respectively, was outstanding under the 2018 revolving credit facility, and approximately $ 23.0 million and $ 28.0 million, respectively, was available for future borrowings.

2020 Unsecured Revolving Credit Facility —In May 2020, to further enhance its liquidity position and maintain financial flexibility, CIM Commercial entered into an unsecured revolving credit facility with a bank (the “2020 unsecured revolving credit facility”) pursuant to which CIM Commercial can borrow up to a maximum of $ 10.0 million.

Outstanding advances under the 2020 unsecured revolving credit facility bear interest at the rate of 1.00 %.

CIM Commercial also pays a revolving credit facility fee of 1.12 % with each advance under the 2020 unsecured revolving credit facility, which fee is subject to a cap of $ 112,000 in the aggregate.

The 2020 unsecured revolving credit facility matures in May 2022.

The 2020 unsecured revolving credit facility contains certain customary covenants including a maximum leverage ratio and a minimum fixed charge coverage ratio, as well as certain other conditions.

As of September 30, 2020, $ 0 was outstanding under the 2020 unsecured revolving credit facility and $ 10,000,000 was available for future borrowings.

In June 2020, we borrowed funds from the Federal Reserve through the Paycheck Protection Program Liquidity Facility (the “PPPLF”).

Advances under the PPPLF carry an interest rate of 0.35%, are made on a dollar-for-dollar basis based on the amount of loans originated under the Paycheck Protection Program and are secured by loans made by us under the Paycheck Protection Program.

The 2020 unsecured revolving credit facility matures in May 2022.

As of March 31, 2021, $ 0 was outstanding under the 2020 unsecured revolving credit facility and $ 10.0 million was available for future borrowings.

Junior Subordinated Notes —The Company has junior subordinated notes with a variable interest rate which resets quarterly based on the three-month LIBOR plus 3.25 %, with quarterly interest only payments.

The junior subordinated balance is due at maturity on March 30, 2035.

The junior subordinated notes may be redeemed at par at the Company’s option.

SBA 7(a) Loan-Backed Notes —SBA 7(a) loan-backed notes are secured by deeds of trust or mortgages.

On May 30, 2018, the Company completed a securitization of the unguaranteed portion of certain of its SBA 7(a) loans receivable with the issuance of $ 38.2 million of unguaranteed SBA 7(a) loan-backed notes.

The SBA 7(a) loan-backed notes are collateralized solely by the right to receive payments and other recoveries attributable to the unguaranteed portions of certain of the Company’s SBA 7(a) loans receivable.

The SBA 7(a) loan-backed notes mature on March 20, 2043, with monthly payments due as payments on the collateralized loans are received.

Based on the anticipated repayments of the Company’s collateralized SBA 7(a) loans, at issuance, the Company estimated the weighted average life of the SBA 7(a) loan-backed notes to be approximately two years .

The SBA 7(a) loan-backed notes bear interest at the lower of the one-month LIBOR plus 1.40 % or the prime rate less 1.08 %.

The Company reflects the SBA 7(a) loans receivable as assets on its consolidated balance sheets and the SBA 7(a) loan-backed notes as debt on its consolidated balance sheets.

The restricted cash on the Company’s consolidated balance sheets included $ 1.2 million as of both March 31, 2021 and December 31, 2020, of funds related to the Company’s SBA 7(a) loan-backed notes.

Paycheck Protection Program Liquidity Facility —In June 2020, the Company commenced borrowing funds from the Federal Reserve through the PPP Liquidity Facility (the “PPPLF”).

Advances under the PPPLF carry an interest rate of 0.35%, are made on a dollar-for-dollar basis based on the amount of loans originated under the PPP and are secured by loans made by the Company under the PPP.

The PPPLF contains customary covenants but is not subject to any financial covenants.

1 unchanged sentence

At maturity, both principal and accrued interest are due.

The maturity date of a PPPLF borrowing will be accelerated if, among other things, we have been reimbursed by the SBA for a loan forgiveness (to the extent of the forgiveness), we have received payment from the SBA representing exercise of the loan guarantee or we have received payment from the underlying borrower (to the extent of the payment received).

No new extensions of credit will be made under the PPPLF after September 30, 2020 unless the Federal Reserve Board and the United States Department of the Treasury decide to extend the PPPLF.

We borrowed money under the PPPLF to finance all the loans we originated under the Paycheck Protection Program.

As of September 30, 2020, $ 16,016,000 was outstanding under the PPPLF.

As of September 30, 2020 and December 31, 2019, accrued interest and unused commitment fees payable of $ 576,000 and $ 650,000 , respectively, were included in accounts payable and accrued expenses.

The maturity date of a PPPLF borrowing will be accelerated if, among other things, the Company has been reimbursed by the SBA for a loan forgiveness (to the extent of the forgiveness), the Company has received payment from the SBA representing exercise of the loan guarantee or the Company has received payment from the underlying borrower (to the extent of the payment received).

No new extensions of credit will be made under the PPPLF after June 30, 2021 unless the Federal Reserve Board and the United States Department of the Treasury decide to extend the PPPLF.

The Company borrowed money under the PPPLF to finance all the loans the Company originated under the PPP.

As of March 31, 2021, $ 18.1 million was outstanding under the PPPLF.

Deferred loan costs, which represent legal and third-party fees incurred in connection with the Company’s borrowing activities, are capitalized and amortized to interest expense on a straight-line basis over the life of the related loan,

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

Future principal payments on our debt (face value) as of September 30, 2020 are as follows:

Years Ending December 31, Mortgage Payable Secured Borrowings Principal (1) 2018 Revolving Credit Facility Other (1) (2) Total

(in thousands)

2020 (Three months ending December 31, 2020) $ — $ 107 $ — $ 450 $ 557

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

approximating the effective interest method.

Deferred loan costs are presented net of accumulated amortization and are a reduction to total debt.

As of March 31, 2021 and December 31, 2020, accrued interest and unused commitment fees payable of $ 537,000 and $ 564,000 , respectively, were included in accounts payable and accrued expenses.

Future principal payments on the Company’s debt (face value) as of March 31, 2021 are as follows (in thousands):

Years Ending December 31, Mortgage Payable Secured Borrowings Principal (1)

2018 Revolving Credit Facility Other (1) (2)

2021 (Nine months ending December 31, 2021) $ — $ 324 $ — $ 4,849 $ 5,173

2022 — 444 171,500 6,024 177,968

4 unchanged sentences

$ 97,100 $ 8,245 $ 171,500 $ 58,116 $ 334,961

______________________

(1) Principal payments on secured borrowings and SBA 7(a) loan-backed notes, which are included in Other, are generally dependent upon cash flows received from the underlying loans.

Our estimate of their repayment is based on scheduled payments on the underlying loans.

Our estimate will differ from actual amounts to the extent we experience prepayments and or loan liquidations or charge-offs.

The Company’s estimate of their repayment is based on scheduled payments on the underlying loans.

The Company’s estimate will differ from actual amounts to the extent the Company experiences prepayments and or loan liquidations or charge-offs.

No payment is due unless payments are received from the borrowers on the underlying loans.

1 unchanged sentence

STOCK-BASED COMPENSATION PLANS

On April 3, 2015, our board of directors (the “Board of Directors”) unanimously approved the CIM Commercial Trust Corporation 2015 Equity Incentive Plan (the "2015 Equity Incentive Plan"), which was approved by our stockholders.

Under the 2015 Equity Incentive Plan, we granted awards of restricted shares of Common Stock to each of the independent members of the Board of Directors as follows:

On April 3, 2015, the Company’s board of directors (the “Board of Directors”) unanimously approved the CIM Commercial Trust Corporation 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”), which was approved by the Company’s stockholders.

Under the 2015 Equity Incentive Plan, the Company granted awards of restricted shares of Common Stock to each of the independent members of the Board of Directors as follows:

Grant Date (1) Vesting Date Restricted Shares of Common Stock - Individual Restricted Shares of Common Stock - Aggregate

May 2019 May 2020 889 3,556

July 2019 May 2020 (2) 81 324

May 2020 February 2021 (3) 5,478 5,478

May 2020 (4) 5,478 16,434

______________________

(1) Compensation expense related to these restricted shares of Common Stock is recognized over the vesting period, and generally vests based on one year of continuous service.

We recorded compensation expense related to these restricted shares of Common Stoc k in the amount of $ 55,000 and $ 56,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 167,000 an d $ 138,000 for the nine months ended September 30, 2020 and 2019, respectively.

The Company recorded compensation expense related to these restricted shares of Common Stoc k in the amount of $ 60,000 and $ 56,000 for the three months ended March 31, 2021 and 2020, respectively .

(2) These shares vested in May 2020 concurrent with the vesting of the restricted shares of Common Stock granted in May 2019.

(3) These shares will vest after one year of continuous service.

As of September 30, 2020, there was $ 128,000 of total unrecognized compensation expense related to restricted shares of Common Stock which will be recognized ratably over the remaining vesting period.

(3) On February 11, 2021, the Company’s Board of Directors approved the immediate vesting of 5,478 shares that had been granted in May 2020 to a former independent member of the Board of Directors, following his death.

(4) These shares vested in May 2021 after one year of continuous service.

As of March 31, 2021, there was $ 13,000 of total unrecognized compensation expense related to restricted shares of Common Stock which will be recognized ratably over the remaining vesting period.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

EARNINGS PER SHARE (“EPS”)

The computations of basic EPS are based on our weighted average shares outstanding.

The basic weighted average number of shares of Common Stock outstanding was 14,805,000 and 14,598,000 for the three months ended September 30, 2020 and 2019, respectively, and 14,729,000 and 14,598,000 for the nine months ended September 30, 2020 and 2019, respectively.

In order to calculate the diluted weighted average number of shares of Common Stock outstanding for the three and nine months ended September 30, 2020, the basic weighted average number of shares of Common Stock outstanding was increased by 0 and 108 shares, respectively, to reflect the dilutive effect of certain shares of our Series A Preferred Stock.

In order to calculate the diluted weighted average number of shares of Common Stock outstanding for the three and nine months ended September 30, 2019, the basic weighted average number of shares of Common Stock outstanding was increased by 1,000 and 1,227,000 , respectively, to reflect the dilutive effect of certain shares of our Series A Preferred Stock.

No shares of Series D Preferred Stock outstanding as of September 30, 2020 had a dilutive effect and no shares of Series D Preferred Stock were outstanding as of September 30, 2019.

Outstanding Series A Preferred Warrants were not included in the computation of diluted EPS for the three and nine months ended September 30, 2020 and 2019 because their impact was either anti-dilutive or such warrants were not exercisable during such periods (Note 10).

Outstanding shares of Series L Preferred Stock were not included in the computation of diluted EPS for the three and nine months ended September 30, 2020 and 2019 because such shares were not redeemable during such periods.

The computations of basic EPS are based on the Company’s weighted average shares outstanding.

The basic weighted average number of shares of Common Stock outstanding was 14,808,000 and 14,598,000 for the three months ended March 31, 2021 and 2020, respectively.

In order to calculate the diluted weighted average number of shares of Common Stock outstanding for the three months ended March 31, 2021, the basic weighted average number of shares of Common Stock outstanding was increased by 0 shares to reflect the dilutive effect of certain shares of the Company’s Series A Preferred Stock.

In order to calculate the diluted weighted average number of shares of Common Stock outstanding for the three months ended March 31, 2020, the basic weighted average number of shares of Common Stock outstanding was increased by 1,000 to reflect the dilutive effect of certain shares of the Company’s Series A Preferred Stock.

No shares of Series D Preferred Stock outstanding as of March 31, 2021 had a dilutive effect and no shares of Series D Preferred Stock were outstanding as of March 31, 2020.

Outstanding Series A Preferred Warrants were not included in the computation of diluted EPS for the three months ended March 31, 2021 and 2020 because their impact was either anti-dilutive or such warrants were not exercisable during such periods (Note 10).

Outstanding shares of Series L Preferred Stock were not included in the computation of diluted EPS for the three months ended March 31, 2021 and 2020 because such shares were not redeemable during such periods.

EPS for the year-to-date period may differ from the sum of quarterly EPS amounts due to the required method for computing EPS in the respective periods.

In addition, EPS is calculated independently for each component and may not be additive due to rounding.

The following table reconciles the numerator and denominator used in computing our basic and diluted per-share amounts for net (loss) income attributable to common stockholders for the three and nine months ended September 30, 2020 and 2019:

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

(in thousands, except per share amounts)

Net (loss) income attributable to common stockholders $ ( 9,678 ) $ ( 1,622 ) $ ( 24,606 ) $ 334,269

The following table reconciles the numerator and denominator used in computing the Company’s basic and diluted per-share amounts for net loss attributable to common stockholders for the three months ended March 31, 2021 and 2020 (in thousands, except per share amounts):

Three Months Ended March 31,

Net loss attributable to common stockholders $ ( 8,206 ) $ ( 6,787 )

Redeemable preferred stock dividends declared on dilutive shares — ( 1 )

Diluted net (loss) income attributable to common stockholders $ ( 9,678 ) $ ( 1,622 ) $ ( 24,607 ) $ 336,186

Diluted net loss attributable to common stockholders $ ( 8,206 ) $ ( 6,788 )

Basic weighted average shares of Common Stock outstanding 14,808 14,598

1 unchanged sentence

Diluted weighted average shares and common stock equivalents outstanding 14,808 14,599

Net (loss) income attributable to common stockholders per share:

Net loss attributable to common stockholders per share:

Basic $ ( 0.55 ) $ ( 0.46 )

Diluted $ ( 0.55 ) $ ( 0.46 )

REDEEMABLE PREFERRED STOCK

As of September 30, 2020, we had iss ued 5,896,536 shares of Series A Preferred Stock, 4,603,287 Series A Preferred Warrants and 18,737 shares of Series D Preferred Stock and received gross proceeds of $ 147,864,000 ($ 146,651,000 of which was allocated to the Series A Preferred Stock, $ 761,000 of which was allocated to the Series A Preferred Warrants, and $ 452,000 of which was allocated to the Series D Preferred Stock) and, additionally, had issued 106,518 shares of Series A Preferred Stock as payment for services to the Administrator, for which $ 0 in cash proceeds were received.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

($ 11,889,000 of which was allocated to the Series A Preferred Stock, $ 142,000 of which was allocated to the Series A Preferred Warrants, and $ 12,000 of which was allocated to the Series D Preferred Stock).

In addition, as of September 30, 2020, non-issuance-specific costs related to this offering totaled $ 7,063,000 .

As of September 30, 2020, we have reclassified and allocated $ 1,152,000 , $ 5,000 and $ 4,000 from deferred charges to Series A Preferred Stock, Series A Preferred Warrants and Series D Preferred Stock, respectively, as a reduction to the gross proceeds received.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

REDEEMABLE PREFERRED STOCK

The table below provides information regarding the issuances, reclassifications and redemptions of each class of the Company’s preferred stock in permanent equity during the three months ended March 31, 2021 and 2020 (dollar amounts in thousands):

Preferred Stock

Series A Series D Series L Total

Shares Amount Shares Amount Shares Amount Shares Amount

Balances, December 31, 2019 2,837,094 $ 70,633 — $ — 5,387,160 $ 152,834 8,224,254 $ 223,467

Issuance of Series D Preferred Stock — — 5,980 150 — — 5,980 150

Reclassification of Series A Preferred Stock to permanent equity 304,274 7,588 — — — — 304,274 7,588

Redemption of Series A Preferred Stock ( 2,452 ) ( 61 ) — — — — ( 2,452 ) ( 61 )

Balances, March 31, 2020 3,138,916 $ 78,160 5,980 $ 150 5,387,160 $ 152,834 8,532,056 $ 231,144

Balances, December 31, 2020 4,377,762 $ 108,729 19,145 $ 473 5,387,160 $ 152,834 9,784,067 $ 262,036

Issuance of Series D Preferred Stock — — 4,045 99 — — 4,045 99

Reclassification of Series A Preferred Stock to permanent equity 366,991 9,144 — — — — 366,991 9,144

Redemption of Series A Preferred Stock ( 29,462 ) ( 733 ) — — — — ( 29,462 ) ( 733 )

Balances, March 31, 2021 4,715,291 $ 117,140 23,190 $ 572 5,387,160 $ 152,834 10,125,641 $ 270,546

As of March 31, 2021, the Company had iss ued in regist ered public offerings 6,526,081 shares of Series A Preferred Stock, 4,603,287 Series A Preferred Warrants and 23,190 shares of Series D Preferred Stock and received gross proceeds of $ 163.7 million ($ 162.4 million of which was allocated to the Series A Preferred Stock, $ 761,000 of which was allocated to the Series A Preferred Warrants, and $ 572,000 of which was allocated to the Series D Preferred Stock) and, additionally, had issued 298,472 shares of Series A Preferred Stock as payment for services to the Administrator, for which no cash proceeds were received.

In connection with such issuance, costs specifically identifiable to the offering of Series A Preferred Stock, Series A Preferred Warrants and Series D Preferred Stock, such as commissions, dealer manager fees and other offering fees and expenses, totaled $ 13.5 million ($ 13.4 million of which was allocated to the Series A Preferred Stock, $ 142,000 of which was allocated to the Series A Preferred Warrants, and $ 18,000 of which was allocated to the Series D Preferred Stock).

In addition, as of March 31, 2021, non-issuance-specific costs related to this offering totaled $ 7.5 million.

As of March 31, 2021, the Company had reclassified and allocated $ 1.4 million, $ 5,000 and $ 5,000 from deferred charges to Series A Preferred Stock, Series A Preferred Warrants and Series D Preferred Stock, respectively, as a reduction to the gross proceeds received.

Such reclassification was based on the cumulative number of securities issued relative to the maximum number of securities expected to be issued under the offering.

As of September 30, 2020, there were 5,915,816 shares of Series A Preferred Stock outstanding, 4,603,287 Series A Preferred Warrants to purchase 1,194,159 shares of Common Stock outstanding, and 18,737 shares of Series D Preferred Stock outstanding.

As of September 30, 2020, 87,238 shares of Series A Preferred Stock and no shares of Series D Preferred Stock have been redeemed.

Series A Preferred Stock —We conducted a continuous public offering of Series A Preferred Units from October 2016 through January 2020, where each Series A Preferred Unit consisted of one share of Series A Preferred Stock, par value $ 0.001 per share, of the Company (collectively, the “Series A Preferred Stock”) with an initial stated value of $ 25.00 per share (the “Series A Preferred Stock Stated Value”), subject to adjustment, and one warrant (collectively, the “Series A Preferred Warrants”) to purchase 0.25 of a share of Common Sto ck ( Note 10 ).

P roceeds and expenses from the sale of the Series A Preferred Units were allocated to the Series A Preferred Stock and Series A Preferred Warrants using their relative fair values on the date of issuance.

Since February 2020, we have been conducting a continuous public offering with respect to shares of our Series A Preferred Stock, which, since such time, is no longer being issued as a unit with an accompanying Series A Preferred Warrant.

With respect to the payment of dividends, the Series A Preferred Stock ranks senior to our Series L Preferred Stock (as defined below) and our Common Stock and on parity with our Series D Preferred Stock (as defined below).

With respect to the distribution of amounts upon liquidation, dissolution or winding-up, the Series A Preferred Stock ranks on parity with our Series D Preferred Stock and Series L Preferred Stock, to the extent of the Series L Preferred Stock Stated Value (as defined below), and otherwise ranks senior to our Series L Preferred Stock and our Common Stock.

Our Series A Preferred Stock is redeemable at the option of the holder (the “Series A Preferred Stock Holder”) or CIM Commercial.

The redemption schedule of the Series A Preferred Stock allows redemptions at the option of the Series A Preferred Stock Holder from the date of original issuance of any given shares of Series A Preferred Stock at the Series A Preferred Stock Stated Value, less a redemption fee applicable prior to the fifth anniversary of the issuance of such shares, plus accrued and unpaid dividends.

CIM Commercial has the right to redeem the Series A Preferred Stock after the fifth anniversary of the issuance of such shares at the Series A Preferred Stock Stated Value, plus accrued and unpaid dividends.

At the Company’s discretion, redemptions will be paid in cash or, on or after the first anniversary of the issuance of such shares of Series A Preferred Stock, an equal value of Common Stock based on the volume weighted average price of our Common Stock for the 20 trading days prior to the redemption.

As of March 31, 2021, there were 6,688,077 shares of Series A Preferred Stock outstanding, 4,603,287 Series A Preferred Warrants to purchase 1,194,159 shares of Common Stock outstanding, and 23,190 shares of Series D Preferred Stock outstanding.

As of March 31, 2021, 136,476 shares of Series A Preferred Stock and no shares of Series D Preferred Stock had been redeemed.

Series A Preferred Stock —The Company conducted a continuous public offering of Series A Preferred Units from October 2016 through January 2020, where each Series A Preferred Unit consisted of one share of Series A Preferred Stock, par value $ 0.001 per share, of the Company with an initial stated value of $ 25.00 per share, subject to adjustment, and one warrant to purchase 0.25 of a share of Common Stock.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

Since February 2020, the Company has been conducting a continuous public offering with respect to shares of the Company’s Series A Preferred Stock, which, since such time, is no longer being issued as a unit with an accompanying Series A Preferred Warrant.

Net proceeds from the issuance of shares of Series A Preferred Stock are initially recorded in temporary equity at an amount equal to the gross proceeds allocated to such shares of Series A Preferred Stock minus the costs specifically identifiable to the issuance of such shares and the non-issuance specific offering costs allocated to such shares.

1 unchanged sentence

Such adjustment is considered a deemed dividend for purposes of calculating basic and diluted EPS.

For the three and nine months ended September 30, 2020, we recorded redeemable preferred stock deemed divid ends of $ 87,000 and $ 300,000 , respectively, related to such adjustments and, for the three and nine months ended September 30, 2019, we recorded no redeemable preferred stock deemed dividends in our consolidated statements of operations.

On the first anniversary of the issuance of a particular share of Series A Preferred Stock, we reclassify such share of Series A Preferred Stock from temporary equity to permanent equity because the feature giving rise to temporary equity classification, the requirement to satisfy redemption requests in cash, lapses on the first anniversary date.

As of September 30, 2020, we have reclassified an aggregate of $ 92,387,000 in net proceeds from temporary equity to permanent equity.

Holders of Series A Preferred Stock are entitled to receive, if, as and when authorized by our Board of Directors, and declared by us out of legally available funds, cumulative cash dividends on each share of Series A Preferred Stock at an annual rate of 5.5 % of the Series A Preferred Stock Stated Value (i.e., the equivalent of $ 0.34375 per share per quarter) (the “Series A

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

Dividends on each share of Series A Preferred Stock begin accruing on, and are cumulative from, the date of issuance.

We expect to pay the Series A Dividend in arrears on a monthly basis in accordance with the foregoing provisions, unless our results of operations, our general financing conditions, general economic conditions, applicable requirements of the Maryland General Corporation Law (the “MGCL”) or other factors make it imprudent to do so.

The timing and amount of the Series A Dividend will be determined by our Board of Directors, in its sole discretion, and may vary from time to time.

Cash dividends on our Series A Preferred Stock paid in respect of the nine months ended September 30, 2020 and 2019 consist of the following:

Declaration Date Payment Date Number of Shares Cash Dividends

(in thousands)

June 3, 2020 October 15, 2020 5,809,298 $ 673

June 3, 2020 September 15, 2020 5,696,822 $ 652

June 3, 2020 August 17, 2020 5,466,743 $ 629

March 2, 2020 July 15, 2020 5,324,109 $ 594

March 2, 2020 June 15, 2020 5,033,203 $ 563

March 2, 2020 May 15, 2020 4,853,969 $ 554

January 28, 2020 April 15, 2020 4,827,633 $ 547

January 28, 2020 March 16, 2020 4,684,453 $ 530

January 28, 2020 February 18, 2020 4,581,353 $ 516

August 8, 2019 October 15, 2019 4,091,980 $ 1,318

June 4, 2019 July 15, 2019 3,601,721 $ 1,150

February 20, 2019 April 15, 2019 3,149,924 $ 1,010

On September 2, 2020, we declared a quarterly cash dividend of $ 0.34375 per share of our Series A Preferred Stock, or portion thereof for issuances during the period from October 1, 2020 to December 31, 2020.

As a result, $ 0.114583 per share will be paid on November 16, 2020 to holders of record of Series A Preferred Stock at the close of business on November 5, 2020, $ 0.114583 per share will be paid on December 15, 2020 to holders of record of Series A Preferred Stock at the close of business on December 5, 2020, and $ 0.114583 per share will be paid on January 15, 2021 to holders of record of Series A Preferred Stock at the close of business on January 5, 2021.

Series D Preferred Stock —Since February 2020, we h ave been conducting a continuous public offering with respect to shares of our series D preferred stock (the “Series D Preferred Stock”), par value $ 25.00 per share (the “Series D Preferred Stock Stated Value”), subject to adjustment.

For the three months ended March 31, 2021 and 2020, the Company recorded redeemable preferred stock deemed divid ends of $ 57,000 and $ 161,000 , respectively, related to such adjustments.

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

As of March 31, 2021, the Company had reclassified an aggregate of $ 108.7 million in net proceeds from temporary equity to permanent equity.

Series D Preferred Stock —Since February 2020, the Company has been conducting a continuous public offering with respect to shares of its Series D Preferred Stock, par value $ 0.001 per share, subject to adjustment.

The selling price of the Series D Preferred Stock was $ 25.00 per share for all sales that occurred from the beginning of the offering to and including June 28, 2020 and is expected to be, and since June 29, 2020, has been, $ 24.50 per share through the end of the life of the offering.

With respect to the payment of dividends, the Series D Preferred Stock ranks senior to our Series L Preferred Stock (as defined below) and our Common Stock and on parity with our Series A Preferred Stock.

With respect to the distribution of amounts upon liquidation, dissolution or winding-up, the Series D Preferred Stock ranks on parity with our Series A Preferred Stock and Series L Preferred Stock, to the extent of the Series L Preferred Stock Stated Value (as defined below), and otherwise ranks senior to our Series L Preferred Stock and our Common Stock.

Our Series D Preferred Stock is redeemable at the option of the holder (the “Series D Preferred Stock Holder”) or CIM Commercial.

The redemption schedule of the Series D Preferred Stock allows redemptions at the option of the Series D Preferred Stock Holder from the date of original issuance of any given shares of Series D Preferred Stock at the Series D Preferred Stock Stated Value, less a redemption fee applicable prior to the fifth anniversary of the issuance of such shares, plus accrued and unpaid dividends.

CIM Commercial has the right to redeem the Series D Preferred Stock after the fifth anniversary of the issuance of such shares at the Series D Preferred Stock Stated Value, plus accrued and unpaid dividends.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

Company’s discretion, redemptions will be paid in cash or an equal value of Common Stock based on the volume weighted average price of our Common Stock for the 20 trading days prior to the redemption.

Shares of Series D Preferred Stock are recorded in permanent equity at the time of their issuance.

Holders of Series D Preferred Stock are entitled to receive, if, as and when authorized by our Board of Directors, and declared by us out of legally available funds, cumulative cash dividends on each share of Series D Preferred Stock at an annual rate of 5.65 % of the Series D Preferred Stock Stated Value (i.e., the equivalent of $ 0.35313 per share per quarter) (the “Series D Dividend”).

Dividends on each share of Series D Preferred Stock begin accruing on, and are cumulative from, the date of issuance.

We expect to pay the Series D Dividend in arrears on a monthly basis in accordance with the foregoing provisions, unless our results of operations, our general financing conditions, general economic conditions, applicable requirements of the MGCL or other factors make it imprudent to do so.

The timing and amount of the Series D Dividend will be determined by our Board of Directors, in its sole discretion, and may vary from time to time.

Cash dividends on our Series D Preferred Stock paid in respect of the nine months ended September 30, 2020 consist of the following:

Declaration Date Payment Date Number of Shares Cash Dividends

(in thousands)

June 3, 2020 October 15, 2020 18,737 $ 2

June 3, 2020 September 15, 2020 18,737 $ 2

June 3, 2020 August 17, 2020 6,900 $ 1

March 2, 2020 July 15, 2020 6,900 $ 1

March 2, 2020 June 15, 2020 6,900 $ 1

March 2, 2020 May 15, 2020 6,580 $ 1

March 2, 2020 April 15, 2020 5,980 $ 1

March 2, 2020 March 16, 2020 5,600 $ 0

On September 2, 2020, we declared a quarterly cash dividend of $ 0.353125 per share of our Series D Preferred Stock, or portion thereof for issuances during the period from October 1, 2020 to December 31, 2020.

As a result, $ 0.117708 per share will be paid on November 16, 2020 to holders of record of Series D Preferred Stock at the close of business on November 5, 2020, $ 0.117708 per share will be paid on December 15, 2020 to holders of record of Series D Preferred Stock at the close of business on December 5, 2020, and $ 0.117708 per share will be paid on January 15, 2021 to holders of record of Series D Preferred Stock at the close of business on January 5, 2021.

Series L Preferred Stock —On November 21, 2017, we issued 8,080,740 shares of Series L Preferred Stock having an initial stated value of $ 28.37 per share (“Series L Preferred Stock Stated Value”), subject to adjustment.

In November 2019, pursuant to a tender offer, we repurchased 2,693,580 shares of Series L Preferred Stock at a purchase price of $ 29.12 per share (of which $ 1.39 , or $ 3,744,000 in the aggregate, reflects the amount of accrued and unpaid dividends on the Series L Preferred Stock as of November 20, 2019), as converted to and paid in ILS (the “Tender Offer”).

The total cost to repurchase the tendered shares, including professional fees to complete the Tender Offer of $ 462,000 but excluding the dividends ac crued in respect of such shares, was $ 75,155,000 , which was primarily funded from borrowings under the 2018 revolving credit facility ( Note 6 ).

We recognized $ 5,873,000 of redeemable preferred stock redemptions in our consolidated statement of operations for the year ended December 31, 2019 in connection with the Tender Offer.

The shares of Series L Preferred Stock accepted for payment by the Company were restored to the status of authorized but unissued shares of preferred stock without designation as to class or series.

With respect to the payment of dividends, the Series L Preferred Stock ranks senior to our Common Stock (except with respect to and only to the extent of the Initial Dividend) and junior to our Series A Preferred Stock, Series D Preferred Stock and Common Stock (with respect to and only to the extent of the Initial Dividend).

With respect to the distribution of amounts upon liquidation, dissolution or winding-up, the Series L Preferred Stock ranks senior to our Common Stock, both (i) to the extent of the Series L Preferred Stock Stated Value and (ii) following payment to holders of our Common Stock of an amount equal to any unpaid Initial Dividend, to the extent of any accrued and unpaid dividends on the Series L Preferred Stock, on

Series L Preferred Stock —On November 21, 2017, the Company issued 8,080,740 shares of Series L Preferred Stock having an initial stated value of $ 28.37 per share (“Series L Preferred Stock Stated Value”), subject to adjustment.

The Company received gross proceeds of $ 229.3 million from the sale of the Series L Preferred Stock, which was reduced by issuance-specific offering costs, such as commissions, dealer manager fees, and other offering fees and expenses, totaling $ 15.9 million, a discount of $ 2.9 million, and non-issuance-specific costs of $ 2.5 million.

These fees have been recorded as a reduction to the gross proceeds in permanent equity.

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

As of March 31, 2021 and December 31, 2020 , the Company was in compliance with the Series L Preferred Stock Minimum Fixed Charge Coverage Ratio.

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

Dividends —With respect to the payment of dividends, the Series A Preferred Stock ranks senior to the Series L Preferred Stock and the Common Stock, and on parity with the Series D Preferred Stock.

The Series L Preferred Stock ranks senior to the Common Stock (except with respect to and only to the extent of the Initial Dividend) and junior to the Series A Preferred Stock, Series D Preferred Stock and Common Stock (with respect to and only to the extent of the Initial Dividend).

With respect to the distribution of amounts upon liquidation, dissolution or winding-up, the Series A Preferred Stock ranks on parity with the Series D Preferred Stock and Series L Preferred Stock, to the extent of the Series L Preferred Stock Stated Value, and otherwise ranks senior to the Series L Preferred Stock and the Common Stock.

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

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

parity, to the extent of the Series L Preferred Stock Stated Value, with our Series A Preferred Stock and Series D Preferred Stock, and junior, with respect to any accrued and unpaid dividends on the Series L Preferred Stock, to our Series A Preferred Stock, Series D Preferred Stock and Common Stock (to the extent of the Initial Dividend).

From and after the fifth anniversary of the date of original issuance of the Series L Preferred Stock, each holder will have the right to require the Company to redeem, and the Company will also have the option to redeem (subject to certain conditions), such shares of Series L Preferred Stock at a redemption price equal to the Series L Preferred Stock Stated Value, plus, provided certain conditions are met, all accrued and unpaid distributions.

Notwithstanding the foregoing, a holder of shares of our Series L Preferred Stock may require us to redeem such shares at any time prior to the fifth anniversary of the date of original issuance of the Series L Preferred Stock if (1) we do not declare and pay in full the distribution on the Series L Preferred Stock for any annual period prior to such fifth anniversary or (2) we do not declare and pay all accrued and unpaid distributions on the Series L Preferred Stock for all past dividend periods prior to the applicable holder redemption date.

The applicable redemption price payable upon redemption of any Series L Preferred Stock will be made, in the Company’s sole discretion, in the form of (A) cash in ILS at the then-current currency exchange rate determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, (B) in equal value through the issuance of shares of Common Stock, with the value of such Common Stock to be deemed the lower of (i) the NAV per share of our Common Stock as most recently published by the Company as of the effective date of redemption and (ii) the volume-weighted average price of our Common Stock, determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, or (C) in a combination of cash in ILS and our Common Stock, based on the conversion mechanisms set forth in (A) and (B), respectively.

Holders of Series L Preferred Stock are entitled to receive, if, as and when authorized by our Board of Directors, and declared by us out of legally available funds, cumulative cash dividends on each share of Series L Preferred Stock at an annual rate of 5.5 % of the Series L Preferred Stock Stated Value (i.e., the equivalent of $ 1.56035 per share per year).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

Holders of Series A Preferred Stock are entitled to receive, if, as and when authorized by the Company’s Board of Directors, and declared by the Company out of legally available funds, cumulative cash dividends on each share of Series A Preferred Stock at an annual rate of 5.50 % of the Series A Preferred Stock Stated Value (i.e., the equivalent of $ 0.34375 per share per quarter) (the “Series A Dividend”).

Holders of Series D Preferred Stock are entitled to receive, if, as and when authorized by the Company’s Board of Directors, and declared by the Company out of legally available funds, cumulative cash dividends on each share of Series D Preferred Stock at an annual rate of 5.65 % of the Series D Preferred Stock Stated Value (i.e., the equivalent of $ 0.35313 per share per quarter) (the “Series D Dividend”).

Dividends on each share of Series A Preferred Stock and Series D Preferred Stock begin accruing on, and are cumulative from, the date of issuance.

The Company expects to pay the Series A Dividend and Series D Dividend in arrears on a monthly basis in accordance with the foregoing provisions, unless the Company’s results of operations, general financing conditions, general economic conditions, applicable requirements of the MGCL or other factors make it imprudent to do so.

The timing and amount of the Series A Dividend and the Series D Dividend will be determined by the Company’s Board of Directors, in its sole discretion, and may vary from time to time.

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

Dividends on each share of Series L Preferred Stock began accruing on, and are cumulative from, the date of issuance.

We expect to pay dividends on the Series L Preferred Stock in arrears on an annual basis in accordance with the foregoing provisions, unless our results of operations, our general financing conditions, general economic conditions, applicable requirements of the MGCL or other factors make it imprudent to do so.

The Company expects to pay dividends on the Series L Preferred Stock in arrears on an annual basis in accordance with the foregoing provisions, unless the Company’s results of operations, general financing conditions, general economic conditions, applicable requirements of the MGCL or other factors make it imprudent to do so.

If the Company fails to timely declare distributions or fails to timely pay distributions on the Series L Preferred Stock, the annual dividend rate of the Series L Preferred Stock will temporarily increase by 1.00 % per year, up to a maximum rate of 8.50 % per annum.

However, prior to the payment of any distributions on Series L Preferred Stock in respect of a given year, the Company must first declare and pay dividends on the Common Stock in respect of such year in an aggregate amount equal to the Initial Dividend announced by our Board of Directors at the end of the prior fiscal year.

On December 20, 2019, our Board of Directors announced an Initial Dividend on shares of our Common Stock for fiscal year 2020 in the aggregate amount of $ 4,380,645 , of which $ 3,319,274 had been paid as of September 30, 2020.

Accumulated cash dividends on our Series L Preferred Stock for the three and nine months ended September 30, 2020 and 2019, are included in the numerator for purpos es of calculating basic and diluted net (loss) income attributable to common stockholders per share ( Note 8 ), and consist of the following:

Accumulation Period

Start Date End Date Number of Shares Dividends Accumulated

(in thousands)

July 1, 2020 September 30, 2020 5,387,160 $ 2,101

April 1, 2020 June 30, 2020 5,387,160 $ 2,101

January 1, 2020 March 31, 2020 5,387,160 $ 2,101

July 1, 2019 September 30, 2019 8,080,740 $ 3,152

April 1, 2019 June 30, 2019 8,080,740 $ 3,152

January 1, 2019 March 31, 2019 8,080,740 $ 3,152

Until the fifth anniversary of the date of original issuance of our Series L Preferred Stock, we are prohibited from issuing any shares of preferred stock ranking senior to or on parity with the Series L Preferred Stock with respect to the

However, prior to the payment of any distributions on Series L Preferred Stock in respect of a given year, the Company must first declare and pay dividends on the Common Stock in respect of such year in an aggregate amount equal to the Initial Dividend announced by the Company’s Board of Directors at the end of the prior fiscal year.

On December 22, 2020, the Company announced an Initial Dividend on shares of its Common Stock for fiscal year 2021 in the aggregate amount of $ 4,448,223 , of which $ 1,112,000 had been paid as of March 31, 2021.

During the three months ended March 31, 2021, the Company paid $ 2.2 million, $ 7,000 and $ 8.4 million of cash dividends on the Series A Preferred Stock, Series D Preferred Stock and Series L Preferred Stock, respectively.

During the three months ended March 31, 2020, the Company paid $ 2.5 million, $ 0 and $ 8.4 million of cash dividends on the Series A Preferred Stock, Series D Preferred Stock and Series L Preferred Stock, respectively.

Redemptions —The Company’s Series A Preferred Stock and Series D Preferred Stock are redeemable at the option of the holder or CIM Commercial.

The redemption schedule of the Series A Preferred Stock and Series D Preferred Stock allows redemptions at the option of the holder of Series A Preferred Stock or Series D Preferred Stock from the date of original issuance of any such shares at the Series A Preferred Stock Stated Value or Series D Preferred Stock Stated Value, respectively, less a redemption fee applicable prior to the fifth anniversary of the issuance of such shares, plus accrued and unpaid dividends.

CIM Commercial has the right to redeem the Series A Preferred Stock or Series D Preferred Stock after the fifth anniversary of the date of original issuance of such shares at the Series A Preferred Stock Stated Value or Series D Preferred Stock Stated Value, respectively, plus accrued and unpaid dividends.

At the Company’s discretion, the redemption price will be paid in cash or in Common Stock based on the volume weighted average price of the Company’s Common Stock for the 20 trading days prior to the redemption;

provided that the redemption price of any shares of Series A Preferred Stock redeemed prior to the first anniversary of the date of original issuance of such shares must be paid in cash.

From and after the fifth anniversary of the date of original issuance of the Series L Preferred Stock, each holder will have the right to require the Company to redeem, and the Company will also have the option to redeem (subject to certain conditions), such shares of Series L Preferred Stock at a redemption price equal to the Series L Preferred Stock Stated Value, plus, provided certain conditions are met, all accrued and unpaid distributions.

Notwithstanding the foregoing, a holder of shares of the Company’s Series L Preferred Stock may require the Company to redeem such shares at any time prior to the fifth anniversary of the date of original issuance of the Series L Preferred Stock if (1) the Company does not declare and pay in full the distribution on the Series L Preferred Stock for any annual period prior to such fifth anniversary or (2) the Company does not declare and pay all accrued and unpaid distributions on the Series L Preferred Stock for all past dividend periods prior to the applicable holder redemption date.

The applicable redemption price payable upon redemption of any Series L Preferred Stock

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

payment of dividends, other distributions, liquidation, and or dissolution or winding up of the Company unless the minimum fixed charge coverage ratio, calculated in accordance with the Articles Supplementary describing the Series L Preferred Stock, is equal to or greater than 1.25 :1.00 (the “Series L Preferred Stock Minimum Fixed Charge Coverage Ratio”).

As of September 30, 2020 and December 31, 2019, we were in compliance with the Series L Preferred Stock Minimum Fixed Charge Coverage Ratio.

Refer to Note 13 for a discussion of certain payments the Company has made in shares of Common Stock and in shares of Preferred Stock and may make in shares of Preferred Stock in lieu of cash payments in order to remain in compliance with the Series L Preferred Stock Minimum Fixed Charge Coverage Ratio.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

will be made, in the Company’s sole discretion, in the form of (A) cash in ILS at the then-current currency exchange rate determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, (B) in equal value through the issuance of shares of Common Stock, with the value of such Common Stock to be deemed the lower of (i) the NAV per share of the Company’s Common Stock as most recently published by the Company as of the effective date of redemption and (ii) the volume-weighted average price of the Company’s Common Stock, determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, or (C) in a combination of cash in ILS and the Company’s Common Stock, based on the conversion mechanisms set forth in (A) and (B), respectively.

STOCKHOLDERS’ EQUITY

Cash dividends per share of Common Stock paid in respect of the nine months ended September 30, 2020 and 2019 consist of the following:

Declaration Date Payment Date Type Cash Dividend Per Common Share

September 2, 2020 September 29, 2020 Regular Quarterly $ 0.075

June 3, 2020 June 29, 2020 Regular Quarterly $ 0.075

Holders of the Company’s Common Stock are entitled to receive dividends, if, as and when authorized by the Board of Directors and declared by the Company out of legally available funds.

In determining the Company’s dividend policy, the Board of Directors considers many factors including the amount of cash resources available for dividend distributions, capital spending plans, cash flow, the Company’s financial position, applicable requirements of the MGCL, any applicable contractual restrictions, and future growth in NAV and cash flow per share prospects.

Consequently, the dividend rate on a quarterly basis does not necessarily correlate directly to any individual factor.

Cash dividends per share of Common Stock paid in respect of the three months ended March 31, 2021 and 2020 consist of the following:

Declaration Date Payment Date Type Cash Dividend Per Share of Common Stock

March 5, 2021 March 30, 2021 Regular Quarterly $ 0.075

August 8, 2019 September 18, 2019 Regular Quarterly $ 0.075

August 8, 2019 August 30, 2019 Special Cash $ 42.000

June 4, 2019 June 27, 2019 Regular Quarterly $ 0.375

February 20, 2019 March 25, 2019 Regular Quarterly $ 0.375

March 2, 2020 March 25, 2020 Regular Quarterly $ 0.075

Series A Preferred Warrants

Prior to February 2020, the Series A Preferred Stock was sold as a unit that included one share of Series A Preferred Stock (Note 9) and one Series A Preferred Warrant (Note 9) that allowed holders of Series A Preferred Warrants to purchase 0.25 of a share of Common Stock.

Prior to February 2020, the Series A Preferred Stock was sold as a unit that included one share of Series A Preferred Stock and one Series A Preferred Warrant that could be exercised to purchase 0.25 of a share of Common Stock.

The Series A Preferred Warrants are exercisable beginning on the first anniversary of the date of their original issuance until and including the fifth anniversary of the date of such issuance.

At the time of issuance, the exercise price of each Series A Preferred Warrant was at a 15.0 % premium to the per share estimated NAV of our Common Stock then most recently published and designated as the Applicable NAV.

However, in accordance with the terms of the Series A Preferred Warrants, the exercise price of each Series A Preferred Warrant issued prior to the Reverse Stock Split was automatically adjusted to reflect the effect of the Reverse Stock Split and, in the discretion of our Board of Directors, the exercise price and the number of shares issuable upon exercise of each Series A Preferred Warrant issued prior to the special dividend of $ 42.00 per share of Common Stock ($ 613,294,000 in the aggregate) paid to stockholders of record at the close of business on August 19, 2019 (the “Special Dividend”) was adjusted to reflect the effect of the Special Dividend.

At the time of issuance, the exercise price of each Series A Preferred Warrant was at a 15.0 % premium to the per share estimated NAV of the Company’s Common Stock then most recently published and designated as the Applicable NAV.

However, in accordance with the terms of the Series A Preferred Warrants, the exercise price of each Series A Preferred Warrant issued prior to the Reverse Stock Split was automatically adjusted to reflect the effect of the Reverse Stock Split and, in the discretion of the Company’s Board of Directors, the exercise price and the number of shares issuable upon exercise of each Series A Preferred Warrant issued prior to the Special Dividend was adjusted to reflect the effect of the Special Dividend.

As of September 30, 2020, we had issued 4,603,287 Series A Preferred Warrants to purchase 1,194,159 shares of Common Stock in connection with our offering of Series A Preferred Units and allocated net proceeds of $ 614,000 , after specifically identifiable offering costs and allocated general offering costs, to the Series A Preferred Warrants in permanent equity.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Hedges of Interest Rate Risk

In order to manage financing costs and interest rate exposure related to the one-month LIBOR indexed variable rate borrowings, on August 13, 2015, we entered into ten interest rate swap agreements with multiple counterparties totaling $ 385,000,000 of notional value.

These swap agreements became effective on November 2, 2015.

During the year ended December 31, 2017, we repaid $ 215,000,000 of outstanding one-month LIBOR indexed variable rate borrowings and we terminated seven interest rate swaps with an aggregate notional value of $ 215,000,000 , for which we received termination payments, net of fees, of $ 973,000 .

On December 28, 2018, we repaid $ 40,000,000 of outstanding one-month LIBOR indexed variable rate borrowings and we terminated one interest rate swap with a notional value of $ 50,000,000 , for which we received a termination payment, net of fees, of $ 684,000 .

On March 11, 2019, we repaid $ 120,000,000 of outstanding one-month LIBOR indexed variable rate borrowings (Note 6) and we terminated our two remaining interest rate swaps with an aggregate notional value of $ 120,000,000 , for which we received aggregate termination payments, net of fees, of $ 1,302,000 .

The fair value of our two remaining swaps at the time of termination was $ 1,421,000 resulting in a net loss of $ 0 and $ 119,000 for the three and nine months ended September 30, 2019, respectively, which was recorded as a net increase to interest expense on our consolidated statement of operations.

Each of our interest rate swap agreements initially met the criteria for cash flow hedge accounting treatment and we had designated the interest rate swap agreements as cash flow hedges of the risk of variability attributable to changes in the one-month LIBOR.

Accordingly, the interest rate swaps were recorded on our consolidated balance sheets at fair value, and prior to August 1, 2018, the changes in the fair value of the swaps were recorded in OCI and reclassified to earnings as an adjustment to interest expense as interest became receivable or payable (Note 2).

On July 31, 2018, we determined the hedged forecasted transaction was no longer probable of occurring so all subsequent changes in the fair value of our interest rate swaps were included in interest expense on our consolidated statements of operations.

The balance in AOCI as of July 31, 2018 was reclassified to earnings as an adjustment to interest expense on our consolidated statements of operations as the originally designated forecasted transaction affected earnings.

For the three and nine months ended September 30, 2019, $ 0 and $ 1,806,000 , respectively, was reclassified from AOCI, the latter of which decreased interest expense on our consolidated statements of operations, and included a write off of $ 1,580,000 at the time our two remaining interest rate swaps were terminated.

Beginning on August 1, 2018, changes in the fair value of the swaps were recorded in interest expense on our consolidated statements of operations.

For the three and nine months ended September 30, 2019, $ 0 and $ 209,000 , respectively, was included as an increase in interest expense on our consolidated statement of operations related to the change in the fair value of our interest rate swaps.

Impact of Hedges on AOCI and Consolidated Statements of Operations

The changes in the balance of each component of AOCI related to our interest rate swaps designated as cash flow hedges are as follows:

Three Months Ended September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

(in thousands)

Accumulated other comprehensive income, at beginning of period $ — $ — $ — $ 1,806

Other comprehensive income before reclassifications — — — —

Amounts reclassified to accumulated other comprehensive income (loss) (1) — — — ( 1,806 )

Net current period other comprehensive income (loss) — — — ( 1,806 )

Accumulated other comprehensive income, at end of period $ — $ — $ — $ —

(1) The amounts from AOCI were reclassified as a decrease to interest expense in our consolidated statement of operations for the nine months ended September 30, 2019.

As of March 31, 2021, the Company had issued 4,603,287 Series A Preferred Warrants to purchase 1,194,159 shares of Common Stock in connection with the Company’s offering of Series A Preferred Units and allocated net proceeds of $ 614,000 , after specifically identifiable offering costs and allocated general offering costs, to the Series A Preferred Warrants in permanent equity.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

FAIR VALUE OF FINANCIAL INSTRUMENTS

We determine the estimated fair value of financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace.

The Company determines the estimated fair value of financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace.

The hierarchy for inputs used in measuring fair value is as follows:

4 unchanged sentences

In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

The estimated fair values of those financial instruments which are not recorded at fair value on a recurring basis on our consolidated balance sheets are as follows:

September 30, 2020 December 31, 2019

Management’s estimation of the fair value of the Company’s financial instruments is based on a Level 3 valuation in the fair value hierarchy established for disclosure of how a company values its financial instruments.

In general, quoted market prices from active markets for the identical financial instrument (Level 1 inputs), if available, should be used to value a financial instrument.

If quoted prices are not available for the identical financial instrument, then a determination should be made if Level 2 inputs are available.

Level 2 inputs include quoted prices for similar financial instruments in active markets for identical or similar financial instruments in markets that are not active (i.e., markets in which there are few transactions for the financial instruments, the prices are not current, price quotations vary substantially, or in which little information is released publicly).

There is limited reliable market information for the Company’s financial instruments and the Company utilizes other methodologies based on unobservable inputs for valuation purposes since there are no Level 1 or Level 2 inputs available.

Accordingly, Level 3 inputs are used to measure fair value.

In general, estimates of fair value may differ from the carrying amounts of the financial assets and liabilities primarily as a result of the effects of discounting future cash flows.

Considerable judgment is required to interpret market data and develop estimates of fair value.

Accordingly, the estimates presented are made at a point in time and may not be indicative of the amounts the Company could realize in a current market exchange.

The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities.

Debt —The carrying amounts of the Company’s secured borrowings—government guaranteed loans, SBA 7(a) loan-backed notes, 2018 revolving credit facility and borrowed funds from the Federal Reserve through the PPPLF approximate their fair values, as the interest rates on these securities are variable and approximate current market interest rates.

The Company determines the fair value of mortgage notes payable and junior subordinated notes by performing discounted cash flow analyses using an appropriate market discount rate.

The Company calculates the market discount rate for its mortgage notes payable by obtaining period-end treasury or swap rates, as applicable, for maturities that correspond to the maturities of the Company’s debt and then adding an appropriate credit spread.

These credit spreads take into account factors such as the Company’s credit standing, the maturity of the debt, whether the debt is secured or unsecured, and the loan-to-value ratios of the debt.

When estimating the fair value of the Company’s mortgages payable as of March 31, 2021 and December 31, 2020, the Company used a rate of 3.59 % and 3.38 %, respectively.

The rate used to estimate the fair value of the Company’s junior subordinated notes was 4.44 % and 4.49 % as of March 31, 2021 and December 31, 2020, respectively.

Loans Receivable —The Company determines the fair value of loans receivable by performing a present value analysis for the anticipated future cash flows using an appropriate market discount rate taking into consideration the credit risk and using an anticipated prepayment rate.

The value of the government guaranteed portions of loans held for sale is based

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

primarily on the anticipated proceeds to be received upon sale.

The following summarizes the ranges of discount rates and prepayment rates used to arrive at the estimated fair values of the Company’s loans receivable:

March 31, 2021 December 31, 2020

Discount Rate Prepayment Rate Discount Rate Prepayment Rate

SBA 7(a) loans receivable, subject to credit risk 6.50 % - 8.25 %

4.00 % - 17.50 %

6.50 % - 8.25 %

4.00 % - 17.50 %

SBA 7(a) loans receivable, subject to loan-backed notes 5.50 % - 8.00 %

4.88 % - 17.50 %

5.50 % - 8.00 %

4.88 % - 17.50 %

SBA 7(a) loans receivable, paycheck protection program 1.00 %

SBA 7(a) loans receivable, subject to secured borrowings 7.00 % - 7.75 %

5.00 % - 17.50 %

7.00 % - 7.75 %

5.00 % - 17.50 %

Other Financial Instruments —The carrying amounts of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses approximate their fair values due to their short-term maturities at March 31, 2021 and December 31, 2020.

The estimated fair values of those financial instruments which are not recorded at fair value on a recurring basis on the Company’s consolidated balance sheets are as follows (dollar amounts in thousands):

March 31, 2021 December 31, 2020

Amount Estimated

2 unchanged sentences

Fair Value Level

(in thousands)

SBA 7(a) loans receivable, subject to credit risk $ 33,552 $ 33,633 $ 32,509 $ 32,397 3

$ 31,911 $ 33,296 $ 26,149 $ 28,041 3

SBA 7(a) loans receivable, subject to loan-backed notes 22,646 23,452 23,606 24,850 3

24,232 26,001 27,595 30,076 3

SBA 7(a) loans receivable, paycheck protection program 16,662 17,286 14,089 14,484 3

15,504 16,016 — — 3

SBA 7(a) loans receivable, subject to secured borrowings 8,591 8,681 8,822 8,914 3

8,925 9,018 12,682 12,780 3

SBA 7(a) loans receivable, held for sale 2,990 3,373 4,109 4,527 3

Mortgage payable

Mortgages payable (1)

97,100 99,689 97,100 100,799 3

1 unchanged sentence

27,070 24,264 27,070 24,236 3

Management’s estimation of the fair value of our financial instruments is based on a Level 3 valuation in the fair value hierarchy established for disclosure of how a company values its financial instruments.

In general, quoted market prices from active markets for the identical financial instrument (Level 1 inputs), if available, should be used to value a financial instrument.

If quoted prices are not available for the identical financial instrument, then a determination should be made if Level 2 inputs are available.

There is limited reliable market information for our financial instruments and we utilize other methodologies based on unobservable inputs for valuation purposes since there are no Level 1 or Level 2 inputs available.

Accordingly, Level 3 inputs are used to measure fair value.

In general, estimates of fair value may differ from the carrying amounts of the financial assets and liabilities primarily as a result of the effects of discounting future cash flows.

Considerable judgment is required to interpret market data and develop estimates of fair value.

Accordingly, the estimates presented are made at a point in time and may not be indicative of the amounts we could realize in a current market exchange.

The carrying amounts of our secured borrowings—government guaranteed loans, SBA 7(a) loan-backed notes, 2018 revolving credit facility and borrowed funds from the Federal Reserve through the PPPLF approximate their fair values, as the interest rates on these securities are variable and or approximate current market interest rates.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

SBA 7(a) Loans Receivable, Subject to Credit Risk —Loans receivable were initially recorded at estimated fair value at the Acquisition Date.

Loans receivable originated subsequent to the Acquisition Date are recorded at cost upon origination and adjusted by net loan origination fees and discounts.

In order to determine the estimated fair value of our loans receivable, we use a present value technique for the anticipated future cash flows using certain assumptions.

As of September 30, 2020, our assumptions included discount rates ranging from 5.25 % to 6.75 % and prepayment rates ranging from 9.85 % to 17.50 %.

As of December 31, 2019, our assumptions included discount rates ranging from 5.25 % to 7.75 % and prepayment rates ranging from 9.85 % to 17.50 %.

SBA 7(a) Loans Receivable, Subject to Loan-Backed Notes —These loans receivable represent the unguaranteed portions of loans originated under the SBA 7(a) Small Business Loan Program which were transferred to a trust and are held as collateral in connection with a securitization transaction.

The proceeds from the transfer have been recorded as SBA 7(a) loan-backed notes payable.

In order to determine the estimated fair value of these loans receivable, we use a present value technique for the anticipated future cash flows using certain assumptions.

As of September 30, 2020, our assumptions included discount rates ranging from 4.75 % to 6.25 % and prepayment rates ranging from 13.41 % to 16.80 %.

As of December 31, 2019, our assumptions included discount rates ranging from 5.25 % to 7.25 % and prepayment rates ranging from 13.41 % to 16.80 %.

SBA 7(a) Loans Receivable, Paycheck Protection Program —These loans receivable represent the loans originated under the Paycheck Protection Program described in Note 4 above.

For a borrower who does not meet the criteria required for forgiveness, the loan will convert to a loan with either a twenty-four month or sixty month term and an interest rate of 1.00%.

The loans are not secured by any collateral or personal guarantees;

however, the loans are fully guaranteed by the SBA provided that we follow the requirements set forth in the Paycheck Protection Program.

As of September 30, 2020, we estimated the fair value of these loans receivable using a discount rate of 1.00 %.

There is no credit risk associated with these loans since the SBA has guaranteed payment of the principal.

SBA 7(a) Loans Receivable, Subject to Secured Borrowings —These loans receivable represent the government guaranteed portion of loans which were sold with the proceeds received from the sale reflected as secured borrowings—government guaranteed loans.

There is no credit risk associated with these loans since the SBA has guaranteed payment of the principal.

In order to determine the estimated fair value of these loans receivable, we use a present value technique for the anticipated future cash flows taking into consideration the lack of credit risk.

As of September 30, 2020, our assumptions included discount rates ranging from 5.75 % to 6.00 % and prepayment rates ranging from and 11.77 % to 16.80 %.

As of December 31, 2019, our assumptions included discount rates ranging from 6.75 % to 7.50 % and prepayment rates ranging from 11.77 % to 16.80 %.

SBA 7(a) Loans Receivable, Held for Sale — These loans receivable represent the government guaranteed portion of loans held for sale at the end of the period or that had been sold but in respect of which proceeds had not been received as of the end of the period.

The value of the government guaranteed portions of loans held for sale is based primarily on the anticipated proceeds to be received upon sale.

Mortgage Payable —The fair value of our mortgage payable is estimated based on current interest rates available for debt instruments with similar terms.

The fair value of our mortgage payable is sensitive to fluctuations in interest rates.

Discounted cash flow analysis is generally used to estimate the fair value of our mortgage payable, using a rate of 2.44 % and 3.67 % as of September 30, 2020 and December 31, 2019, respectively.

Junior Subordinated Notes —The fair value of the junior subordinated notes is estimated based on current interest rates available for debt instruments with similar terms.

Discounted cash flow analysis is generally used to estimate the fair value of our junior subordinated notes.

The rate used was 4.48 % and 6.16 % as of September 30, 2020 and December 31, 2019, respectively.

______________________

(1) The carrying amounts for the mortgage payable and junior subordinated notes represents the principal outstanding amounts, excluding deferred loan costs and discounts.

RELATED-PARTY TRANSACTIONS

Asset Management and Other Fees to Related Parties

In December 2015, CIM Urban and CIM Capital, LLC (formerly CIM Investment Advisors, LLC), an affiliate of CIM REIT and CIM Group (“CIM Capital”), entered into an investment management agreement, pursuant to which CIM Urban engaged CIM Capital to provide certain services to CIM Urban (the “Investment Management Agreement”).

On January 1, 2019, CIM Capital assigned its duties under the Investment Management Agreement to its four wholly-owned subsidiaries:

CIM Capital Securities Management, LLC, a securities manager, CIM Capital RE Debt Management, LLC, a debt manager,

Asset Management Fees — CIM Urban and CIM Capital, LLC, an affiliate of CIM REIT and CIM Group (“CIM Capital”), have an investment management agreement, pursuant to which CIM Urban engaged CIM Capital to provide certain services to CIM Urban (the “Investment Management Agreement”).

CIM Capital has assigned its duties under the Investment Management Agreement to its four wholly-owned subsidiaries:

CIM Capital Securities Management, LLC, a securities manager, CIM Capital RE Debt Management, LLC, a debt manager, CIM Capital Controlled Company Management, LLC, a controlled company manager, and CIM Capital Real Property Management, LLC, a real property manager.

The “Operator” refers to CIM Capital and its four wholly-owned subsidiaries.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

CIM Capital Controlled Company Management, LLC, a controlled company manager, and CIM Capital Real Property Management, LLC, a real property manager.

The “Operator” refers to CIM Investment Advisors, LLC from December 10, 2015 to December 31, 2018 and to CIM Capital and its four wholly-owned subsidiaries on and after January 1, 2019.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

CIM Urban pays asset management fees to the Operator on a quarterly basis in arrears.

The fee is calculated as a percentage of the daily average adjusted fair value of CIM Urban’s assets:

The fee is calculated as a percentage of the daily average adjusted fair value of CIM Urban’s assets (dollar amounts in thousands):

Daily Average Adjusted Fair

2 unchanged sentences

From Greater of To and Including

(in thousands)

$ — $ 500,000 0.2500 %

3 unchanged sentences

$ 4,000,000 $ 20,000,000 0.1000 %

The Operator earned asset management fees of $ 2,387,000 and $ 2,424,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 7,126,000 and $ 9,669,000 for the nine months ended September 30, 2020 and 2019, respectively.

As of September 30, 2020 and December 31, 2019, asset management fees of $ 2,382,000 and $ 2,356,000 , respectively, were due to the Operator.

On April 10, 2020, in lieu of cash payment of the asset management fee for the first quarter of 2020, the Company issued to the Operator 203,349 shares of our Common Stock, representing approximately 1.4 % of the outstanding shares of our Common Stock prior to such issuance.

On July 8, 2020, in lieu of cash payment of the asset management fee for the second quarter of 202 0, the Company issued to the Operator 95,245 shares of our Series A Preferred Stock, representing approximately 1.8 % of the outstanding shares of our Series A Preferred Stock prior to such issuanc e.

For the third quarter and fourth quarter of 2020, we will, subject to applicable laws and regulations under Nasdaq and the TASE and the agreement of the Operator, pay all of the asset management fees in respect of such quarters in shares of Series A Preferred Stock.

Furthermore, it is likely that we will seek to pay some or part of the asset management fees for part of 2021 in shares of Series A Preferred Stock.

CIM Management, Inc.

Asset management fees are included in asset management and other fees to related parties in the accompanying consolidated statements of operations.

In lieu of cash payment of the asset management fee during the year ended December 31, 2020, the Company issued to the Operator shares of its Common Stock and shares of its Series A Preferred Stock.

Subject to applicable laws and regulations under Nasdaq and the TASE and the agreement of the Operator, it is likely that the Company will seek to pay some or part of the asset management fees for part of 2021 in shares of Series A Preferred Stock.

Property Management Fees and Reimbursements — CIM Management, Inc.

and certain of its affiliates (collectively, the “CIM Management Entities”), all affiliates of CIM REIT and CIM Group, provide property management, leasing, and development services to CIM Urban.

The CIM Management Entities earned property management fees, which are included in rental and other property operating expenses, totaling $ 461,000 and $ 494,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 1,258,000 and $ 2,106,000 for the nine months ended September 30, 2020 and 2019, respectively.

CIM Urban incurred $ 867,000 and $ 837,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 2,451,000 and $ 3,873,000 for the nine months ended September 30, 2020 and 2019, respectively, reimbursable to CIM Management Entities for onsite management costs incurred on behalf of CIM Urban, which are included in rental and other property operating expenses.

The CIM Management Entities earned leasing commissions of $ 18,000 and $ 32,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 101,000 and $ 610,000 for the nine months ended September 30, 2020 and 2019, respectively, which were capitalized to deferred charges.

In addition, the CIM Management Entities earned construction management fees of $ 32,000 and $ 160,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 309,000 and $ 329,000 for the nine months ended September 30, 2020 and 2019, respectively, which were capitalized to investments in real estate.

As of September 30, 2020 and December 31, 2019, fees payable and expense reimbursements due to the CIM Management Entities of $ 1,532,000 and $ 4,107,000 , respectively, are included in due to related parties.

Also included in due to related parties as of September 30, 2020 and December 31, 2019, were $ 301,000 and $ 97,000 , respectively, due to the CIM Management Entities and certain of its affiliates.

On March 11, 2014, CIM Commercial and its subsidiaries entered into a master services agreement (the “Master Services Agreement”) with CIM Service Provider, LLC (the “Administrator”), an affiliate of CIM Group, pursuant to which the Administrator provides, or arranges for other service providers to provide, management and administration services to CIM Commercial and its subsidiaries.

Pursuant to the Master Services Agreement, we appointed an affiliate of CIM Group as the administrator of Urban Partners GP, LLC.

Under the Master Services Agreement, CIM Commercial paid a base service fee (the “Base Service Fee”) to the Administrator initially set at $ 1,000,000 per year (subject to an annual escalation by a specified inflation factor beginning on January 1, 2015), payable quarterly in arrears.

On May 11, 2020, the Master Services Agreement

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

was amended to replace the Base Service Fee with an incentive fee (the “Incentive Fee”) pursuant to which the Administrator will receive, on a quarterly basis, 15.00 % of CIM Commercial’s quarterly core funds from operations in excess of a quarterly threshold equal to 1.75 % (i.e., 7.00 % on an annualized basis) of CIM Commercial’s average adjusted common stockholders’ equity (i.e., common stockholders’ equity plus accumulated depreciation an d amortization) for such quarter.

Property management fees earned by the CIM Management entities and onsite management costs incurred on behalf of CIM Urban are included in rental and other property operating expenses in the accompanying consolidated statements of operations.

Leasing commissions earned are capitalized to deferred charges on the accompanying consolidated balance sheets.

Construction management fees are capitalized to investments in real estate on the accompanying consolidated balance sheets.

Administrative Fees and Expenses — CIM Commercial and its subsidiaries have a master services agreement (the “Master Services Agreement”) with CIM Service Provider, LLC (the “Administrator”), an affiliate of CIM Group, pursuant to which the Administrator provides, or arranges for other service providers to provide, management and administration services to CIM Commercial and its subsidiaries.

Pursuant to the Master Services Agreement, the Company appointed an affiliate of CIM Group as the administrator of Urban Partners GP, LLC.

Under the Master Services Agreement, CIM Commercial paid a base service fee (the “Base Service Fee”) to the Administrator initially set at $ 1.0 million per year (subject to an annual escalation by a specified inflation factor beginning on January 1, 2015), payable quarterly in arrears.

On May 11, 2020, the Master Services Agreement was amended to replace the Base Service Fee with an incentive fee (the “Incentive Fee”) pursuant to which the Administrator receives, on a quarterly basis, 15.00 % of CIM Commercial’s quarterly core funds from operations in excess of a quarterly threshold equal to 1.75 % (i.e., 7.00 % on an annualized basis) of CIM Commercial’s average adjusted common stockholders’ equity (i.e., common stockholders’ equity plus accumulated depreciation and amortization) for such quarter.

The amendment is effective as of April 1, 2020.

The Administrator earned a Base Service Fee of $ 0 and $ 275,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 282,000 and $ 827,000 for the nine months ended September 30, 2020 and 2019, respectively.

The Administrator did not earn an Incentive Fee for the three months ended September 30, 2020.

On July 8, 2020, the Company issued to the Administrator 11,273 shares of our Series A Preferred Stock, representing approximately 0.2 % of the outstanding shares of our Series A Preferred Stock prior to such issuance, in lieu of cash as payment of the Base Service Fee for the first quarter of 2020.

The Base Service Fee is included in asset management and other fees to related parties in the accompanying consolidated statements of operations.

In addition, pursuant to the terms of the Master Services Agreement, the Administrator may receive compensation and or reimbursement for performing certain services for CIM Commercial and its subsidiaries that are not covered by the Base Service Fee or the Incentive Fee, as the case may be.

During the nine months ended September 30, 2020 and 2019, such services performed by the Administrator and its affiliates included accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources, corporate communications, and operational and on-going support in connection with the Company’s offering of Preferred Stock.

During the three months ended March 31, 2021 and 2020, such services performed by the Administrator and its affiliates included accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources, corporate communications, and from and after September 2018, operational and on-going support in connection with the Company’s offering of Preferred Stock.

The Administrator’s compensation is based on the salaries and benefits of the employees of the Administrator and or its affiliates who performed these services (allocated based on the percentage of time spent on the affairs of CIM Commercial and its subsidiaries).

We expensed $ 639,000 and $ 630,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 2,066,000 and $ 1,819,000 for the nine months ended September 30, 2020 and 2019, respectively, for such services which are included in expense reimbursements to related parties—corporate.

As of September 30, 2020 and December 31, 2019, $ 739,000 and $ 1,673,000 was due to the Administrator, respectively, for such services.

On January 1, 2015, we entered into a Staffing and Reimbursement Agreement with CIM SBA Staffing, LLC (“CIM SBA”), an affiliate of CIM Group, and our subsidiary, PMC Commercial Lending, LLC.

The agreement provides that CIM SBA will provide personnel and resources to us and that we will reimburse CIM SBA for the costs and expenses of providing such personnel and resources.

For the three months ended September 30, 2020 and 2019, we incurred expenses related to services subject to reimbursement by us under the agreement of $ 901,000 and $ 652,000 , respectively, for lending costs which are included in expense reimbursements to related parties—lending segment.

For the nine months ended September 30, 2020 and 2019, we incurred expenses related to such services of $ 2,581,000 and $ 1,840,000 , respectively, for costs that are included in expense reimbursements to related parties—lending segment.

In addition, we deferred personnel costs of $ 81,000 and $ 38,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 118,000 and $ 82,000 for the nine months ended September 30, 2020 and 2019, respectively, associated with services provided for originating loans.

As of September 30, 2020 and December 31, 2019, $ 2,274,000 and $ 1,029,000 , respectively, was due to CIM SBA for costs and expenses of providing such personnel and resources.

On May 10, 2018, the Company entered into the wholesaling agreement (the “Wholesaling Agreement”) with International Assets Advisors, LLC (“IAA”) and CCO Capital, LLC (“CCO Capital”).

The expense for such services is included in expense reimbursements to related parties—corporate in the accompanying consolidated statements of operations.

Lending Segment Expenses — The Company has a Staffing and Reimbursement Agreement with CIM SBA Staffing, LLC (“CIM SBA”), an affiliate of CIM Group, and the Company’s subsidiary, PMC Commercial Lending, LLC.

The agreement provides that CIM SBA will provide personnel and resources to the Company and that the Company will reimburse

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

CIM SBA for the costs and expenses of providing such personnel and resources.

The expense for such services is included in expense reimbursements to related parties—lending segment in the accompanying consolidated statements of operations.

Offering-Related Fees — The Company had an Amendment, Assignment and Assumption Agreement (the “Assignment Agreement”) with CCO Capital, LLC (“CCO Capital”).

CCO Capital is a registered broker dealer and is under common control with the Operator and the Administrator.

IAA was the exclusive dealer manager for the Company’s public offering of Series A Preferred Units until May 31, 2019.

Under the Wholesaling Agreement, among other things, CCO Capital, in its capacity as the wholesaler for the offering, assisted IAA with the sale of Series A Preferred Units.

In exchange for such services, IAA paid CCO Capital a fee equal to 2.75 % of the selling price of each Series A Preferred Unit for which a sale was completed, reduced by any applicable fee reallowances payable to soliciting dealers pursuant to separate soliciting dealer agreements between IAA and soliciting dealers.

The foregoing fee was reduced, and may have been exceeded, by a fixed monthly payment by CCO Capital to IAA for IAA’s services in connection with periodic closings and settlements for the offering.

On May 31, 2019, the Company, IAA and CCO Capital entered into an Amendment, Assignment and Assumption Agreement (the “Assignment Agreement”), pursuant to which CCO Capital assumed all of the rights and obligations of IAA under the dealer manager agreement, dated as of June 28, 2016, as amended, by and between the Company and IAA.

As a result of the Assignment Agreement, CCO Capital became the exclusive dealer manager for the Company’s public offering of the Series A Preferred Units effective as of May 31, 2019.

In connection with the execution of the Assignment Agreement, the Company terminated the Wholesaling Agreement effective as of May 31, 2019.

The Company’s offering of the Series A Preferred Units ended at the end of January 2020.

On January 28, 2020, the Company entered into the Second Amended and Restated Dealer Manager Agreement, pursuant to which CCO Capital acts as the exclusive dealer manager for the Company’s public offering of its Series A Preferred Stock and Series D Preferred Stock.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

share of Series A Preferred Stock sold (with no selling commissions payable in respect of shares of Series D Preferred Stock sold) and (3) a trailing dealer manager fee that accrues daily in an amount equal to 1/365 th of 0.25 % per annum of the selling price of each share of Preferred Stock sold.

Thereunder, the Company agreed to pay CCO Capital, as the dealer manager for the offering, (1) an upfront dealer manager fee of up to 1.25 % of the selling price of each share of Preferred Stock sold, (2) selling commissions of up to 5.50 % of the selling price of each share of Series A Preferred Stock sold (with no selling commissions payable in respect of shares of Series D Preferred Stock sold) and (3) a trailing dealer manager fee that accrues daily in an amount equal to 1/365 th of 0.25 % per annum of the selling price of each share of Preferred Stock sold.

CCO Capital, in its sole discretion, may reallow to another broker-dealer authorized by it to sell shares in the offering a portion of the upfront dealer manager fee earned by it in respect of shares sold by such broker-dealer.

2 unchanged sentences

The Company has been informed that CCO Capital generally reallows 100 % of the selling commissions on sales of Series A Preferred Stock and generally reallows substantially all of the upfront dealer manager fee on sales of Series A Preferred Stock and Series D Preferred Stock, to participating broker-dealers.

In connection with the offering of the Series A Preferred Stock and Series D Preferred Stock, as of September 30, 2020 and December 31, 2019, $ 1,271,000 and $ 621,000 , respectively, was included in deferred costs as reimbursable expenses incurred pursuant to the Master Services Agreement and the then applicable dealer manager agreement with CCO Capital, of which $ 444,000 and $ 169,000 , respectively, was included in due to related parties.

These non-issuance specific costs are allocated against the gross proceeds from the sale of the Series A Preferred Stock and the Series D Preferred Stock on a prorata basis for each issuance as a percentage of the total offering.

CCO Capital incurred non-issuance specific costs of $ 27,000 and $ 12,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 72,000 and $ 19,000 for the nine months ended September 30, 2020 and 2019, respectively, which were allocated to the Series A Preferred Stock.

As of September 30, 2020 and December 31, 2019, upfront dealer manager and trailing dealer manager fees of $ 391,000 and $ 0 , respectively, were included in due to related parties.

CCO Capital earned upfront dealer manager and trailing dealer manager fees of $ 305,000 and $ 337,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 890,000 and $ 860,000 for the nine months ended September 30, 2020 and 2019, respectively, which were allocated to the Series A Preferred Stock.

CCO Capital earned upfront dealer manager and trailing dealer manager fees of $ 8,000 for the three months ended September 30, 2020, and $ 12,000 for the nine months ended September 30, 2020, which were allocated to the Series D Preferred Stock.

Our President, Jan F.

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

Three Months Ended March 31,

Asset Management Fees:

Asset management fees (1)

$ 2,259 $ 2,363

Property Management Fees and Reimbursements:

Property management fees $ 403 $ 427

Onsite management and other cost reimbursement $ 809 $ 969

Leasing commissions $ 15 $ 40

Construction management fees $ 13 $ 170

Administrative Fees and Expenses:

Base service fee (2)

Expense reimbursements to related parties - corporate $ 605 $ 812

Lending Segment Expenses:

Expense reimbursements to related parties - lending segment $ 731 $ 682

Offering-Related Fees:

Upfront dealer manager and trailing dealer manager fees $ 150 $ 241

Non-issuance specific offering costs (3)

______________________

(1) For the three months ended March 31, 2020, the Company issued to the Operator 203,349 shares of Common Stock, in lieu of cash payment of the asset management fee for the first quarter of 2020.

(2) For the three months ended March 31, 2020, the Company issued to the Administrator 11,273 shares of Series A Preferred Stock, in lieu of cash as payment of the Base Service Fee for the first quarter of 2020.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

(3) As of March 31, 2021 and December 31, 2020, $ 1.7 million and $ 1.5 million, respectively, was included in deferred costs as reimbursable expenses incurred pursuant to the Master Services Agreement and the then applicable dealer manager agreement with CCO Capital.

These non-issuance specific costs are allocated against the gross proceeds from the sale of the Series A Preferred Stock and the Series D Preferred Stock on a pro rata basis for each issuance as a percentage of the total offering.

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

March 31, 2021 December 31, 2020

Asset management fees $ 2,227 $ 2,386

Property management fees and reimbursements 1,753 1,662

Expense reimbursements - corporate 846 647

Expense reimbursements - lending segment 612 690

Upfront dealer manager and trailing dealer manager fees 541 493

Non-issuance specific offering costs 723 668

Other amounts due to the CIM Management Entities and certain of its affiliates 216 160

Total due to related parties $ 6,918 $ 6,706

During the year ended December 31, 2020 , the Company’s President, Jan F.

Salit, retired effective as of September 16, 2020.

We had an employment agreement with Mr.

Salit which, under certain circumstances, provided for severance payment equal to the annual base salary paid to Mr Salit.

In connection with his retirement, the Company entered into an agreement with Mr.

Salit pursuant to which, among other things, Mr.

Salit received a $ 450,000 payment, representing one year of his base salary, upon the satisfaction of certain conditions specified therein, including the execution of an agreement with the Company that contains, among other things, mutual release and non-disparagement provisions.

1 unchanged sentence

Salit devoted to the Company relative to other matters relating to CIM Group.

As of September 30, 2020, $ 287,000 was due to CIM Group for the Company’s portion of the payment.

On October 1, 2015, an affiliate of CIM Group entered into a five-year lease renewal with respect to a property owned by the Company, which lease was amended to a month-to-month term in February 2019, and was terminated in October 2020.

We recorded rental and other property income related to this tenant of $ 29,000 and $ 28,000 for the three months ended September 30, 2020 and 2019, respectively, and $ 87,000 and $ 83,000 for the nine months ended September 30, 2020 and 2019, respectively.

As of March 31, 2021, the $ 287,000 remained due to CIM Group.

On October 1, 2015, an affiliate of CIM Group entered into a five-year lease renewal with respect to a property owned by the Company.

The lease was amended to a month-to-month term in February 2019 and was terminated in October 2020.

The Company recorded rental and other property income related to this tenant of $ 0 and $ 29,000 for the three months ended March 31, 2021 and 2020, respectively.

On May 15, 2019, CIM Group entered into an approximately 11-year lease for approximately 32,000 rentable square feet with respect to a property owned by the Company.

The lease was amended on August 7, 2019 to reduce the rentable square feet to approximately 30,000 rentable square feet.

For the three months ended September 30, 2020 and 2019, we recorded rental and other property income related to this tenant of $ 370,000 and $ 356,000 , respectively, and $ 1,110,000 and $ 562,000 for the nine months ended September 30, 2020 and 2019, respectively.

The Company recorded rental and other property income related to this tenant of $ 370,000 for both of the three month periods ended March 31, 2021 and 2020 .

COMMITMENTS AND CONTINGENCIES

Loan Commitments —Commitments to extend credit are agreements to lend to a customer provided the terms established in the contract are met.

Our outstanding commitments to fund loans were $ 5,864,000 as of September 30, 2020, the majority of which are for prime-based loans to be originated by our subsidiary engaged in SBA 7(a) Small Business Loan

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

Program lending, the government guaranteed portion of which is intended to be sold.

The Company’s outstanding commitments to fund loans were $ 60.0 million as of March 31, 2021, the majority of which are for prime-based loans to be originated by the Company’s subsidiary engaged in SBA 7(a) Small Business Loan Program lending, the government guaranteed portion of which is intended to be sold.

Commitments generally have fixed expiration dates.

Since some commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements.

General —In connection with the ownership and operation of real estate properties, we have certain obligations for the payment of tenant improvement allowances and lease commissions in connection with new leases and renewals.

CIM Commercial had a total of $ 4,375,000 in future obligations under leases to fund tenant improvements and other future construction obligations as of September 30, 2020.

As of September 30, 2020, $ 2,815,000 was funded to reserve accounts included in restricted cash on our consolidated balance sheet for these tenant improvement obligations in connection with the mortgage loan agreement entered into in June 2016.

Employment Agreements —We have an employment agreement with one of our officers.

General —In connection with the ownership and operation of real estate properties, the Company has certain obligations for the payment of tenant improvement allowances and lease commissions in connection with new leases and renewals.

CIM Commercial had a total of $ 7.6 million in future obligations under leases to fund tenant improvements and other future construction obligations as of March 31, 2021.

As of March 31, 2021, $ 2.5 million was funded to reserve accounts included in restricted cash on the Company’s consolidated balance sheet for these tenant improvement obligations in connection with the mortgage loan agreement entered into in June 2016.

Employment Agreements —The Company has an employment agreement with one of its officers.

Under certain circumstances, this employment agreement provides for (1) severance payment equal to the annual base salary paid to the officer and (2) death and disability payments in an amount equal to two times and one time, respectively, the annual base salary paid to the officer.

Litigation —We are not currently involved in any material pending or threatened legal proceedings nor, to our knowledge, are any material legal proceedings currently threatened against us, other than routine litigation arising in the ordinary course of business.

In the normal course of business, we are periodically party to certain legal actions and proceedings involving matters that are generally incidental to our business.

While the outcome of these legal actions and proceedings cannot be predicted with certainty, in management’s opinion, the resolution of these legal proceedings and actions will not have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Common Stock or Preferred Stock.

In September 2018, we filed a lawsuit against the City and County of San Francisco seeking a refund of the $ 11,845,000 in penalties, interest and legal fees paid by us for real property transfer tax allegedly due for a transaction in a prior year.

We disputed that such penalties, interest and legal fees were payable but, in order to contest the asserted tax obligations, we had to pay such amounts to the City and County of San Francisco in August 2017.

We have been vigorously pursuing this litigation and intend to continue to do so.

A subsidiary of the Company is a defendant in a lawsuit in connection with injuries sustained by a third-party contractor at a property previously owned by such subsidiary.

While it is possible that a loss may be incurred, we are unable to estimate a range of potential losses due to the complexity and current status of the lawsuit.

However, we maintain insurance coverage to mitigate the impact of adverse exposures in lawsuits of this nature and do not expect this lawsuit to have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Common Stock or Preferred Stock.

SBA Related —If the SBA establishes that a loss on an SBA guaranteed loan is attributable to significant technical deficiencies in the manner in which the loan was originated, funded or serviced under the Paycheck Protection Program or the SBA 7(a) Small Business Loan Program, the SBA may seek recovery of the principal loss related to the deficiency from us.

With respect to the guaranteed portion of SBA loans that have been sold, the SBA will first honor its guarantee and then seek compensation from us in the event that a loss is deemed to be attributable to technical deficiencies.

Based on historical experience, we do not expect that this contingency is probable to be asserted.

However, if asserted, it could have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Common Stock or Preferred Stock.

Environmental Matters —In connection with the ownership and operation of real estate properties, we may be potentially liable for costs and damages related to environmental matters, including asbestos-containing materials.

We have not been notified by any governmental authority of any noncompliance, liability, or other claim in connection with any of the properties, and we are not aware of any other environmental condition with respect to any of the properties that management believes will have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Common Stock or Preferred Stock.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

FUTURE MINIMUM LEASE RENTALS

Future minimum rental revenue under long-term operating leases as of September 30, 2020, excluding tenant reimbursements of certain costs, are as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

Litigation —The Company is not currently involved in any material pending or threatened legal proceedings nor, to the Company’s knowledge, are any material legal proceedings currently threatened against the Company, other than routine litigation arising in the ordinary course of business.

In the normal course of business, the Company is periodically party to certain legal actions and proceedings involving matters that are generally incidental to the Company’s business.

While the outcome of these legal actions and proceedings cannot be predicted with certainty, in management’s opinion, the resolution of these legal proceedings and actions will not have a material adverse effect on the Company’s business, financial condition, results of operations, cash flow or the Company’s ability to satisfy its debt service obligations or to maintain its level of distributions on Common Stock or Preferred Stock.

In September 2018, the Company filed a lawsuit against the City and County of San Francisco seeking a refund of the $ 11.8 million in penalties, interest and legal fees paid by the Company for real property transfer tax allegedly due for a transaction in a prior year.

The Company disputed that such penalties, interest and legal fees were payable but, in order to contest the asserted tax obligations, the Company had to pay such amounts to the City and County of San Francisco in August 2017.

The Company has been vigorously pursuing this litigation and intend to continue to do so.

A subsidiary of the Company is a defendant in a lawsuit in connection with injuries sustained by a third-party contractor at a property previously owned by such subsidiary.

While it is possible that a loss may be incurred, the Company is unable to estimate a range of potential losses due to the complexity and current status of the lawsuit.

However, the Company maintains insurance coverage to mitigate the impact of adverse exposures in lawsuits of this nature and do not expect this lawsuit to have a material adverse effect on the Company’s business, financial condition, results of operations, cash flow or the Company ability to satisfy its debt service obligations or to maintain the level of distributions on the Company’s Common Stock or Preferred Stock.

SBA Related —If the SBA establishes that a loss on an SBA guaranteed loan is attributable to significant technical deficiencies in the manner in which the loan was originated, funded or serviced under the PPP or the SBA 7(a) Small Business Loan Program, the SBA may seek recovery of the principal loss related to the deficiency from the Company.

With respect to the guaranteed portion of SBA loans that have been sold, the SBA will first honor its guarantee and then seek compensation from the Company in the event that a loss is deemed to be attributable to technical deficiencies.

Based on historical experience, the Company does not expect that this contingency is probable to be asserted.

However, if asserted, it could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flow or the Company’s ability to satisfy its debt service obligations or to maintain its level of distributions on Common Stock or Preferred Stock.

Environmental Matters —In connection with the ownership and operation of real estate properties, the Company may be potentially liable for costs and damages related to environmental matters, including asbestos-containing materials.

The Company has not been notified by any governmental authority of any noncompliance, liability, or other claim in connection with any of the properties, and the Company is not aware of any other environmental condition with respect to any of the properties that management believes will have a material adverse effect on the Company’s business, financial condition, results of operations, cash flow or the Company’s ability to satisfy its debt service obligations or to maintain its level of distributions on Common Stock or Preferred Stock.

Future minimum rental revenue under long-term operating leases as of March 31, 2021, excluding tenant reimbursements of certain costs, are as follows (in thousands):

Years Ending December 31, Total

(in thousands)

2020 (Three months ending December 31, 2020) $ 11,516

2021 (Nine months ending December 31, 2021) $ 32,877

Thereafter 39,843

CONCENTRATIONS

Tenant Revenue Concentrations —Rental and other property income from Kaiser Foundation Health Plan, Incorporated (“Kaiser”), which occupied space in two of our Oakland, California properties, accounted for approximately 27.9 % and 22.2 % of our office segment revenues for the three months ended September 30, 2020 and 2019, respectively, and approximately 26.1 % and 15.6 % for the nine months ended September 30, 2020 and 2019, respectively.

As of September 30, 2020 and December 31, 2019, $ 51,000 and $ 23,000 , respectively, was due from Kaiser.

Rental and other property income from the U.S.

General Services Administration and other government agencies (collectively, “Governmental Tenants”), which primarily occupied space in our properties located in Washington, D.C., which were sold during the year ended December 31, 2019, accounted for approximately 2.5 % and 11.2 % of our office segment revenues for the three months ended September 30, 2020 and 2019, respectively, and approximately 2.3 % and 20.0 % for the nine months ended September 30, 2020 and 2019, respectively.

As of September 30, 2020 and December 31, 2019, $ 3,000 and $ 282,000 , respectively, was due from Governmental Tenants.

Geographical Concentrations of Investments in Real Estate —As of both September 30, 2020 and December 31, 2019, we owned eight office properties, one hotel property, one parking garage, and one development site, which is being used as a parking lot.

These properties are located in two states and in Washington, D.C.

as of September 30, 2019.

Our revenue concentrations from properties are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

California 88.6 % 84.1 % 90.0 % 77.7 %

Texas 11.4 7.4 9.8 5.1

Washington, D.C.

— 8.5 0.2 17.2

100.0 % 100.0 % 100.0 % 100.0 %

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

Our real estate investments concentrations from properties are as follows:

September 30, 2020 December 31, 2019

California 93.9 % 94.4 %

Texas 6.1 5.6

100.0 % 100.0 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

SEGMENT DISCLOSURE

In accordance with ASC Topic 280, Segment Reporting , our reportable segments during the three and nine months ended September 30, 2020 and 2019 consist of two types of commercial real estate properties, namely, office and hotel, as well as a segment for our lending business.

The Company’s reportable segments during the three months ended March 31, 2021 and 2020 consist of two types of commercial real estate properties, namely, office and hotel, as well as a segment for the Company’s lending business.

Management internally evaluates the operating performance and financial results of the segments based on net operating income.

We also have certain general and administrative level activities, including public company expenses, legal, accounting, and tax preparation that are not considered separate operating segments.

The reportable segments are accounted for on the same basis of accounting as described in the notes to our audited consolidated financial statements for the year ended December 31, 2019 included in our Annual Report on Form 10-K filed with the SEC on March 16, 2020.

For our real estate segments, we define net operating income (loss) as rental and other property income and expense reimbursements less property related expenses, and excludes non-property income and expenses, interest expense, depreciation and amortization, corporate related general and administrative expenses, gain (loss) on sale of real estate, gain (loss) on early extinguishment of debt, impairment of real estate, transaction costs, and provision (benefit) for income taxes.

For our lending segment, we define net operating income as interest income net of interest expense and general overhead expenses.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

The net operating income (loss) of our segments for the three and nine months ended September 30, 2020 and 2019 is as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

(in thousands)

The Company also has certain general and administrative level activities, including public company expenses, legal, accounting, and tax preparation that are not considered separate operating segments.

The reportable segments are accounted for on the same basis of accounting as described in the notes to the Company’s audited consolidated financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2021.

For the Company’s real estate segments, the Company defines net operating income (loss) as rental and other property income and expense reimbursements less property related expenses, and excludes non-property income and expenses, interest expense, depreciation and amortization, corporate related general and administrative expenses, gain (loss) on sale of real estate, gain (loss) on early extinguishment of debt, impairment of real estate, transaction costs, and provision (benefit) for income taxes.

For the Company’s lending segment, the Company defines net operating income as interest income net of interest expense and general overhead expenses.

The net operating income (loss) of the Company’s segments for the three months ended March 31, 2021 and 2020 is as follows (in thousands):

Three Months Ended March 31,

Revenues $ 13,527 $ 14,897

13 unchanged sentences

Interest expense 191 291

Expense reimbursements to related parties 901 652 2,581 1,840

Expense reimbursements to related parties—lending segment 731 682

General and administrative 446 400

3 unchanged sentences

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

A reconciliation of our segment net operating income to net income attributable to the Company for the three and nine months ended September 30, 2020 and 2019 is as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

(in thousands)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021 (Unaudited) – (Continued)

A reconciliation of segment net operating income to net income attributable to the Company for the three months ended March 31, 2021 and 2020 is as follows (in thousands):

Three Months Ended March 31,

Total segment net operating income $ 9,086 $ 11,535

4 unchanged sentences

General and administrative ( 2,041 ) ( 1,223 )

Transaction costs — ( 340 ) — ( 600 )

Depreciation and amortization ( 5,037 ) ( 5,258 )

Loss on early extinguishment of debt ( 281 ) — ( 281 ) ( 29,982 )

Impairment of real estate — — — ( 69,000 )

Gain on sale of real estate — 302 — 433,104

(Loss) income before benefit (provision) for income taxes ( 5,348 ) 2,943 ( 11,358 ) 347,732

Benefit (provision) for income taxes 18 ( 87 ) 731 ( 686 )

Net (loss) income ( 5,330 ) 2,856 ( 10,627 ) 347,046

Loss before provision for income taxes ( 3,297 ) ( 1,278 )

(Provision) benefit for income taxes ( 374 ) 22

Net loss ( 3,671 ) ( 1,256 )

Net loss (income) attributable to noncontrolling interests 1 ( 4 )

Net (loss) income attributable to the Company $ ( 5,323 ) $ 2,848 $ ( 10,626 ) $ 347,211

The condensed assets for each of the segments as of September 30, 2020 and December 31, 2019, along with capital expenditures and loan originations for the nine months ended September 30, 2020 and 2019, are as follows:

September 30, 2020 December 31, 2019

(in thousands)

Net loss attributable to the Company $ ( 3,670 ) $ ( 1,260 )

The condensed assets for each of the segments as of March 31, 2021 and December 31, 2020, along with capital expenditures and loan originations for the three months ended March 31, 2021 and 2020, are as follows (in thousands):

March 31, 2021 December 31, 2020

Condensed assets:

4 unchanged sentences

Total assets $ 685,883 $ 685,617

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

Nine Months Ended September 30,

(in thousands)

Three Months Ended March 31,

Capital expenditures (1):

Office $ 292 $ 4,534

Hotel 801 1,846

Total capital expenditures 320 4,828

1 unchanged sentence

Total capital expenditures and loan originations $ 25,913 $ 16,672

______________________

(1) Represents additions and improvements to real estate investments, excluding acquisitions.

Includes the activity for dispositions through their respective disposition dates.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic.

COVID-19 has spread worldwide, causing significant disruptions to the U.S.

and world economies.

On March 4, 2020 and March 13, 2020, a state of emergency was declared for the state of California and for the United States, respectively.

In response to the issuance of U.S.

federal guidelines to contain the spread of COVID-19, U.S.

state and local jurisdictions, including those in which the Company operates, implemented various containment and or mitigation measures, including shelter-in-place orders and the temporary closure of non-essential businesses.

COVID-19 has triggered a period of significant global economic slowdown, and the impact of COVID-19 on the U.S.

economy will continue through the remainder of 2020 and into 2021.

The information provided in the two tables below provides insight into the effects of COVID-19 on our rent collections for the three months ended September 30, 2020 and for the month of October 2020.

While we provided similar information for the previous two quarters, we undertake no obligation to provide updated rent collection, concession or allowance information in the futur e.

The following information is for the three months ended September 30, 2020, is presented based on collections and agreements with tenants reached as of September 30, 2020, and is preliminary and unaudited:

Tenant Type Rental and Other Property Income Billed to Tenants % Collected % Collected by Applying the Security Deposit % Deferred % Recorded as Bad Debt % Abated

Office and Retail (1) $ 14,250,689 95.5 % 0.1 % 0.2 % 1.5 % — %

Parking $ 1,157,579 34.9 % — % — % 62.6 % — %

(1) As of November 4, 2020, the Company collected an additional 1.4 % of the $ 14,250,689 rental and other property income billed to its office and retail tenants for the three months ended September 30, 2020.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

The following information is for the month of October 2020, is presented based on collections and agreements with tenants reached as of October 31, 2020, and is preliminary and unaudited:

Tenant Type Rental and Other Property Income Billed to Tenants % Collected % Collected by Applying the Security Deposit % Deferred % Recorded as Bad Debt (2) % Abated

Office and Retail (1) $ 4,333,864 92.8 % — % — % — % — %

Parking $ 351,202 19.2 % — % — % — % — %

(1) As of November 4, 2020, the Company collected an additional 0.2 % of the $ 4,333,864 rental and other property income billed to its office and retail tenants for the month of October 2020.

(2) As of November 4, 2020, the estimate for the percentage recorded as bad debt has not yet been determined.

For the three and nine months ended September 30, 2020, we recorded bad debt expense related to COVID-19 of $ 1,361,000 and $ 1,856,000 , respectively.

Of the $ 1,361,000 of bad debt expense related to COVID-19 for the thr ee months ended September 30, 2020, $ 422,000 was related to rental and other property income billed to tenants in prior quarters.

Additionally, the spread of COVID-19 in the United States and the resulting restrictions on travel, meetings and social gatherings that have been implemented from time to time have impacted, and are expected to continue to materially impact so long as they persist, the operations of our hotel in Sacramento, California.

For the fourth quarter of 2019, the net operating income of our hotel constituted approximately 22 % of our total segment net operating income.

The following table sets forth the occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”) for our hotel in Sacramento, California for the specified periods:

Three Months Ended June 30, Three Months Ended September 30, October,

2020 2019 2020 2019 2020 2019

Occupancy 12.5 % 81.7 % 24.1 % 77.2 % 29.4 % 86.3 %

ADR $ 124.49 $ 173.08 $ 120.97 $ 148.06 $ 121.48 $ 162.39

RevPAR $ 15.61 $ 141.42 $ 29.16 $ 114.33 $ 35.67 $ 140.07

Our lending division has also been adversely impacted by COVID-19.

Loans originated and serviced under the SBA 7(a) Small Business Loan Program through September 30, 2020 consist primarily of loans to borrowers in the limited service hospitality sector.

Currently, our borrowers are experiencing significant reductions in cash flow as the travel and leisure industry decline caused by COVID-19 has severely impacted limited service hospitality properties.

The overwhelming majority of our borrowers received relief under the CARES Act through September 30, 2020.

However, if no further relief is provided by Congress, we expect that borrowers under our SBA 7(a) Small Business Loan Program will continue to be materially and adversely affected by the economic impact of COVID-19, potentially leading to substantially higher delinquencies on our loans.

As such, during the third quarter of 2020, we increased our loan loss reserves.

Depending upon the length of continuation of market disruptions for the limited service hospitality industry, we may have additional increases in our loan loss reserves and ultimately an increase in loan losses, and such losses may be material.

We have taken steps to adapt to the difficult business environment in which we operate and to strengthen our business to position our business to thrive post COVID-19.

These steps include (i) reducing our corporate overhead expenses by realigning certain support functions and reducing employee compensation at our Operator, including not appointing a replacement for our President who retired during the third quarter, (ii) focusing on appropriate cost-reduction measures at our properties, (iii) temporarily suspending the vast majority of activities related to the repositioning of our office building at 4750 Wilshire Boulevard in Los Angeles, California, and renovations at the Sheraton Grand Hotel in Sacramento, California, (iv) increasing liquidity by entering into the new 2020 unsecured revolving credit facility in May, accessing the PPPLF in June and entering into the 2018 Credit Facility Modification in September, and (v) amending our Master Services Agreement to eliminate the Base Service Fee as described in Note 13.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of September 30, 2020 and December 31, 2019, and

for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)

The extent to which COVID-19 will continue to impact the Company’s operations and those of its tenants and business partners will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the COVID-19 pandemic and actions taken to contain the pandemic or mitigate its impact and the extent to which federal, state and local governments provide relief or assistance to those affected by COVID-19 (including extending the CARES Act).

The Company cannot predict the significance, extent or duration of any adverse impact of COVID-19 on its business, financial condition, results of operations, cash flow or its ability to satisfy its debt service obligations or to maintain its level of distributions on its Common Stock or Preferred Stock.

However, the Company’s business, financial condition, results of operations, and liquidity have been adversely affected and will likely continue to be adversely affected for the remainder of 2020 and at least through the first half of 2021.

SUBSEQUENT EVENTS

In May 2021, the Company granted awards of 5,083 restricted shares of Common Stock to each of the independent members of the Board of Directors ( 20,332 shares in the aggregate) under the 2015 Equity Incentive Plan, which vest after one year of continuous service.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements