Creative Media & Community Trust Corp 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), which are intended to be covered by the safe harbors created thereby. Such forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “project,” “target,” “expect,” “intend,” “might,” “believe,” “anticipate,” “estimate,” “could,” “would,” “continue,” “pursue,” “potential,” “forecast,” “seek,” “plan,” or “should” or the negative thereof or other variations or similar words or phrases. Such forward-looking statements include, among others, statements about CMCT’s plans and objectives relating to future growth and availability of funds, and the trading liquidity of CMCT’s Common Stock. Such forward-looking statements are based on particular assumptions that management of CMCT has made in light of its experience, as well as its perception of expected future developments and other factors that it believes are appropriate under the circumstances. Forward-looking statements are necessarily estimates reflecting the judgment of CMCT’s management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include those associated with (i) the scope, severity and duration of the current pandemic of COVID-19, and actions taken to contain the pandemic or mitigate its impact, (ii) the adverse effect of COVID-19 on the financial condition, results of operations, cash flows and performance of CMCT and its tenants and business partners, the real estate market and the global economy and financial markets, among others, (iii) the timing, form and operational effects of CMCT’s development activities, (iv) the ability of CMCT to raise in place rents to existing market rents and to maintain or increase occupancy levels, (v) fluctuations in market rents, including as a result of COVID-19, and (vi) general economic, market and other conditions. Additional important factors that could cause CMCT’s actual results to differ materially from CMCT’s expectations are discussed under the section “Risk Factors” in CMCT’s Annual Report on Form 10-K for the year ended December 31, 2020. The forward-looking statements included herein are based on current expectations and there can be no assurance that these expectations will be attained. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond CMCT’s control. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by CMCT or any other person that CMCT’s objectives and plans will be achieved. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made. CMCT does not undertake to update them to reflect changes that occur after the date they are made. The following discussion of our financial condition as of March 31, 2021 and results of operations for the three months ended March 31, 2021 and 2020 should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020. For a more detailed description of the risks affecting our financial condition and results of operations, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020 and in Part II, Item 1A of this Quarterly Report. Capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to those terms in “Part I — Financial Information” of this Quarterly Report on Form 10-Q, including the notes to the consolidated financial statements contained therein. The terms “we,” “us,” “our” and the “Company” refer to CIM Commercial Trust Corporation and its subsidiaries. Definitions We use certain defined terms throughout this Quarterly Report on Form 10-Q that have the following meanings: The phrase “ADR” represents average daily rate. It is calculated as trailing 12-month room revenue divided by the number of rooms occupied. For sold properties, ADR is presented for the Company’s period of ownership only. The phrase “annualized rent” represents gross monthly base rent, or gross monthly contractual rent under parking and retail leases, multiplied by 12. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. The phrase “RevPAR” represents revenue per available room. It is calculated as trailing 12-month room revenue divided by the number of available rooms. For sold properties, RevPAR is presented for the Company’s period of ownership only. 32 Table of Contents Executive Summary Business Overview CIM Commercial is a Maryland corporation and REIT. Our principal business is to acquire, own, and operate 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 believe that the critical mass of redevelopment in such areas creates positive externalities, which enhance the value of real estate assets in the area. We believe that these assets will provide greater returns than similar assets in other markets, as a result of the population growth, public commitment, and significant private investment that characterize these areas. We are operated by affiliates of CIM Group. CIM is a community-focused real estate and infrastructure owner, operator, lender and developer. Headquartered in Los Angeles, CA, CIM has offices across the United States and in Tokyo, Japan. COVID - 19 In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. 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 we operate, 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 likely continue through the first half of 2021. The information provided in the table below provides insight into the effects of COVID-19 on our rent collections for the three months ended March 31, 2021 for our parking tenants . For the three months ended March 31, 2021, rent collections for our office and retail tenants were generally consistent with such rent collections prior to the effects of COVID-19. We undertake no obligation to provide rent colle ction, concession or allowance information for any futur e period. The information presented below is preliminary and unaudited, and we undertake no obligation to update such information other than as may be required by law: Parking Tenants (1) Three Months Ended March 31, 2021 Rent Collected (2) 22.5 % Rent Abated 8.6 % Recorded as Bad Debt 68.9 % Total 100.0 % ______________________ (1) There have been no significant changes in parking tenant rent collections subsequent to March 31, 2021 . (2) Rent collected is calculated as the aggregate contractual rent collected for each month in the applicable period presented from the beginning of that month through May 6, 2021, divided by the aggregate contractual rent charged for the applicable period. Rent collection percentages are calculated based on contractual rents (excluding percentage rents and contractually obligated reimbursements by our tenants). Additionally, the spread of COVID-19 in the United States and the resulting restrictions on travel, meetings and social gatherings that have been implemented from time to time have impacted, a nd are expected to continue to materially impact so long as they persist, the operations of our hotel in Sacramento, California. For the three months ended March 31, 2021, the hotel segment net operating loss of our hotel was $807,000. Based on current expectations, it is highly likely that the net operating income of our hotel will continue to be negative for at least the first half of 2021. As a result, contributions by the hotel to our funds from operations during such periods will be significantly diminished. Our lending division has also suffered adverse impacts relating to COVID-19. Loans originated and serviced under the SBA 7(a) Small Business Loan Program through March 31, 2021 consist primarily of loans to borrowers in the limited service hospitality sector. Since the onset of COVID-19 in the United States, our borrowers have been experiencing significant reductions in cash flow as the travel and leisure industry decline caused by COVID-19 has continued to severely impact limited service hospitality properties. The substantial majority of our borrowers received relief under the Coronavirus Aid, Relief and 33 Table of Contents Economic Security Act (the “CARES Act”) during the year ended December 31, 2020 through subsidy in the form of six months of monthly loan payments made on the borrower’s behalf pursuant to Section 1112 of the CARES Act. Further, Section 1112 of the CARES Act was extended and, beginning February 1, 2021, the CARES Act provides up to an additional five months of subsidy of scheduled principal and interest payments (up to $9,000 per month, per loan) for the substantial majority of our borrowers. As a result of the potential negative impact on the cash flow of our borrowers, we increased our loan loss reserves commencing with the second half of 2020. 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. The situation surrounding COVID-19 remains fluid, and we have been actively managing our response in collaboration with tenants, government officials and business partners and assessing the impact to our financial position and operating results, as well as the additional potential adverse developments in our business. 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 2020 unsecured revolving credit facility in May 2020, accessing (beginning in June 2020) funds through the Federal Reserve through the PPPLF established for lenders who originate loans pursuant to the PPP and entering into the 2018 Credit Facility Modification in September 2020, and (v) amending our Master Services Agreement to eliminate the Base Service Fee as described in Note 12 to the consolidated financial statements included in this Quarterly Report on Form 10-Q. The extent to which COVID-19 will continue to impact our 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 COVID-19 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). We 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, our business, financial condition, results of operations, and liquidity have been adversely affected and will likely continue to be adversely affected for at least through the first half of 2021. Properties As of March 31, 2021, our real estate portfolio consisted of 12 assets, all of which were fee-simple properties. As of March 31, 2021, our nine office properties, totaling approximately 1.3 million rentable square feet, were 78.7% occupied, our one development site was being used as a parking lot, and our one hotel with an ancillary parking garage, which has a total of 503 rooms, had RevPAR of $34.60 for the three months ended March 31, 2021. Strategy Our strategy is principally focused on the acquisition of Class A and creative office assets in vibrant and improving metropolitan communities throughout the United States (including improving and developing such assets) in a manner that will prudently grow our NAV and cash flow per share of Common Stock. We seek to utilize the CIM Group platform to acquire, improve and or develop real estate assets primarily within communities qualified by CIM Group as described below. We believe that these assets will provide greater returns than similar assets in other markets, as a result of the population growth, public commitment and significant private investment that characterize these areas. Over time, we seek to expand our real estate assets in communities targeted by CIM Group, supported by CIM Group’s broad real estate capabilities. We may also participate more actively in other real estate strategies and property types in order to leverage CIM Group’s platform and capabilities for the benefit of all classes of stockholders. This may include, without limitation, engaging in real estate development activities as well as investing in other property types such as multifamily, retail or hospitality directly, side-by-side with one or more funds of CIM Group, through direct deployment of capital in one or more funds managed by affiliates of CIM Group, or deploying capital in or originating loans that are secured directly or indirectly by properties primarily located in CIM Group’s qualified communities that meet our strategy. Such loans may include limited and or non-recourse junior (mezzanine, B-note or 2nd lien) and senior acquisition, bridge or repositioning loans. 34 Table of Contents As a matter of prudent management, we regularly evaluate each asset within our portfolio as well as our strategies. Such review may result in dispositions when an asset no longer fits our overall objectives or strategies, or when our view of the market value of such asset is equal to or exceeds its intrinsic value. CIM Group Operations CIM Group believes that a vast majority of the risks associated with acquiring real estate are mitigated by accumulating local market knowledge of the community where the asset is located. As a result, CIM Group typically spends significant resources over a period of between six months and five years evaluating communities prior to making any acquisitions. The distinct districts that CIM Group identifies through this process as targets for acquisitions are referred to as “Qualified Communities”. Qualified Communities typically have dedicated resources to become, or are currently, vibrant communities where people can live, work, shop and be entertained, all within walking distance or close proximity to public transportation. These areas, which include traditional downtown areas and suburban main streets, generally have high barriers to entry, high population density, positive population trends, a propensity for growth and support for investment. CIM Group believes that the critical mass of redevelopment in such Qualified Communities creates positive externalities, which enhance the value of real estate assets in the area. CIM Group targets acquisitions of diverse types of real estate assets, including retail, residential, office, parking, hotel, signage and mixed-use through CIM Group’s extensive network and its current opportunistic activities. Since 1994, CIM Group has identified 135 Qualified Communities and has deployed capital in 75 of these communities. CIM Group seeks to maximize the value of its holdings through active onsite property management and leasing. CIM Group has extensive in-house research, acquisition, credit analysis, development, finance, leasing and onsite property management capabilities, which leverage its deep understanding of metropolitan communities to position properties for multiple uses and to maximize operating income. As a vertically-integrated owner and operator, CIM Group has in-house onsite property management and leasing capabilities. Property managers prepare annual capital and operating budgets and monthly operating reports, monitor results and oversee vendor services, maintenance and capital improvement schedules. In addition, they ensure that revenue objectives are met, lease terms are followed, receivables are collected, preventative maintenance programs are implemented, vendors are evaluated and expenses are controlled. In addition, CIM Group’s real assets management committee (the “Real Assets Management Committee”) reviews and approves strategic plans for each asset, including financial, leasing, marketing, property positioning and disposition plans. The Real Assets Management Committee reviews and approves the annual business plan for each property, including its capital and operating budget. CIM Group’s organizational structure provides for continuity through multi-disciplinary teams responsible for an asset from the time of the original investment recommendation, through the implementation of the asset’s business plan, and any disposition activities. CIM Group’s Investments and Development teams are separate groups that work very closely together on transactions requiring development expertise. While the Investments team is responsible for acquisition analysis, both the Investments and Development teams perform due diligence, evaluate and determine underwriting assumptions and participate in the development management and ongoing asset management of CIM Group’s opportunistic assets. The Development team is also responsible for the oversight and or execution of securing entitlements and the development/repositioning process. In instances where CIM Group is not the lead developer, CIM Group’s in-house Development team continues to provide development and construction oversight to co-sponsors through a shadow team that oversees the progress of the development from beginning to end to ensure adherence to the budgets, schedules, quality and scope of the project in order to maintain CIM Group’s vision for the final product. The Investments and Development teams interact as a cohesive team when sourcing, underwriting, acquiring, executing and managing the business plan of an opportunistic acquisition. Financing Strategy We may finance our future activities through one or more of the following methods: (i) offerings of shares of Common Stock, Preferred Stock or other equity and or debt securities of the Company; (ii) credit facilities and term loans; (iii) the addition of senior recourse or non-recourse debt using target acquisitions as well as existing assets as collateral; (iv) the sale of existing assets; and or (v) cash flows from operations. We issued to the Operator an aggregate of 203,349 shares of our Common Stock and 287,199 shares of our Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), as payment, in lieu of cash, for all asset management fees owed to the Operator in respect of fees incurred during the year ended December 31, 2020. Additionally, we issued to the Administrator 11,273 shares of Series A Preferred Stock, in lieu of cash as payment of the Base Service Fee (as defined below) in respect of the first fiscal quarter of the year ended December 31, 2020. All of such securities were issued pursuant to the 35 Table of Contents exemption from registration contained in Section 4(a)(2) of the Securities Act. It is likely that we will seek to pay some or part of the asset management fees for part of the year ending December 31, 2021 in shares of Series A Preferred Stock . Rental Rate Trends Office Statistics: The following table sets forth occupancy rates and annualized rent per occupied square foot across our office portfolio as of the specified periods: As of March 31, 2021 2020 Occupancy (1) 78.7 % 85.8 % Annualized rent per occupied square foot (1)(2) $ 51.88 $ 50.20 ______________________ (1) The information presented in this table represents historical information as of the date indicated without giving effect to any property sales occurring thereafter. (2) Total abatements, representing lease incentives in the form of free rent, for the 12 months ended March 31, 2021 and 2020 were approximately $1.3 million and $2.1 million, respectively. Over the next four quarters, we expect to see expiring cash rents as set forth in the table below: For the Three Months Ended June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 Expiring Cash Rents: Expiring square feet (1) 39,551 14,766 17,832 23,676 Expiring rent per square foot (2) $ 52.16 $ 45.10 $ 58.32 $ 59.09 ______________________ (1) Month-to-month tenants occupying a total of 14,968 square feet are included in the expiring leases in the first quarter listed. (2) Represents annualized rent, as of March 31, 2021, under leases expiring during the periods above. During the three months ended March 31, 2021, we executed leases with terms longer than 12 months totaling 4,553 square feet. The table below sets forth information on certain of our executed leases during the three months ended March 31, 2021, excluding space that was vacant for more than one year, month-to-month leases, leases with an original term of less than 12 months, related party leases, and space where the previous tenant was a related party: Number of Leases (1) Rentable Square Feet New Cash Rents per Square Foot (2) Expiring Cash Rents per Square Foot (2) Three months ended March 31, 2021 2 3,043 $ 59.76 $ 48.66 ______________________ (1) Based on the number of tenants that signed leases. (2) Cash rents represent gross monthly base rent, multiplied by 12. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Fluctuations in submarkets, buildings and terms of leases may cause large variations in these numbers and make predicting the changes in rent in any specific period difficult. Our rental and occupancy rates are impacted by general economic conditions, including the pace of regional and economic growth, and access to capital. Therefore, we cannot give any assurance that leases will be renewed or that available space will be re-leased at rental rates equal to or above the current market rates. Additionally, decreased demand and other negative trends or unforeseeable events, such as COVID-19, that impair our ability to timely renew or re-lease space 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. 36 Table of Contents Hotel Statistics: The following table sets forth the occupancy, ADR and RevPAR for our hotel in Sacramento, California for the specified periods: For the Three Months Ended March 31, 2021 2020 Occupancy 29.8 % 65.8 % ADR $ 116.21 $ 166.47 RevPAR $ 34.60 $ 109.58 Seasonality Our revenues and expenses for our hotel property are subject to seasonality during the year. Generally, our hotel revenues are greater in the first and second quarters than the third and fourth quarters. This seasonality can be expected to cause quarterly fluctuations in revenues, segment net operating income, net income and cash provided by operating activities. Additionally, our operating results have been and will be adversely affected by the continued effects of COVID-19 and renovations of the guest rooms, food and beverage amenities, public areas, meeting rooms and other amenities at our hotel (which renovations were suspended in March 2020 but may be resumed in 2021), as well as the temporary closure of the nearby Sacramento Convention Center until its expected phased reopening beginning in mid-2021. In addition, the hotel industry is cyclical and demand generally follows, on a lagged basis, key macroeconomic factors. Lending Segment Through our loans originated under the SBA’s 7(a) Guaranteed Loan Program, we are a national lender that primarily originates loans to small businesses. We identify loan origination opportunities through personal contacts, internet referrals, attendance at trade shows and meetings, direct mailings, advertisements in trade publications and other marketing methods. We also generate loans through referrals from real estate and loan brokers, franchise representatives, existing borrowers, lawyers and accountants. In addition, as a SBA 7(a) licensee, we are an authorized lender under the PPP, which was enacted during the year ended December 31, 2020. The PPP provides lenders under the program with a 100% guaranty of repayment (provided certain conditions are met) and provides small businesses with uncollateralized and unguaranteed loans at an interest rate of 1.00%. Loans originated under the PPP 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, the borrower is required to repay the remaining obligation. Upon a borrower default of any remaining balance due, if any, the SBA will remit the balance due to us. The loans that we originated under the PPP have a two-year term if originated prior to June 5, 2020 and have a five-year term if originated after June 5, 2020. We obtain funds to originate loans under the PPP from the Federal Reserve on a basis that correlates to the outstanding principal balance due from our borrowers pursuant to the PPP on a dollar-for-dollar basis with a cost of funds of 0.35%. Property Concentration As of March 31, 2021, we had certain tenant and geographic concentrations in our property holdings. Kaiser, which occupied office space in one of our Oakland, California properties accounted for 30.9% of our annualized rental income for the three months ended March 31, 2021. No other tenant accounted for greater than 10.0% of our annualized rental income for the three months ended March 31, 2021. In addition, seven of our office properties were located in California, which accounted for 84.1% of our annualized rental income for the three months ended March 31, 2021. 37 Table of Contents 2021 Results of Operations Comparison of the Three Months Ended March 31, 2021 to the Three Months Ended March 31, 2020 Net Loss and FFO Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands) Total revenues $ 18,879 $ 25,535 $ (6,656) (26.1) % Total expenses $ 22,176 $ 26,813 $ (4,637) (17.3) % Net loss $ (3,671) $ (1,256) $ (2,415) 192.3 % Net loss increased to $3.7 million, or by $2.4 million, for the three months ended March 31, 2021, compared to a net loss of $1.3 million for the three months ended March 31, 2020. The decrease is primarily attributable to a decrease of $2.4 million in segment net operating income (primarily as a result of the adverse impact of COVID-19). We believe that FFO is a widely recognized and appropriate measure of the performance of a REIT and that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO represents net income (loss) attributable to common stockholders, computed in accordance with GAAP, which reflects the deduction of redeemable preferred stock dividends declared or accumulated, redeemable preferred stock deemed dividends, and redeemable preferred stock redemptions, excluding gains (or losses) from sales of real estate, impairment of real estate, and real estate depreciation and amortization. We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (the “NAREIT”). Like any metric, FFO should not be used as the only measure of our performance because it excludes depreciation and amortization and captures neither the changes in the value of our real estate properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our operating results. Other REITs may not calculate FFO in accordance with the standards established by the NAREIT; accordingly, our FFO may not be comparable to the FFOs of other REITs. Therefore, FFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a supplement to or substitute measure for cash flows from operating activities computed in accordance with GAAP. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. The following table sets forth a reconciliation of net loss attributable to common stockholders to FFO attributable to common stockholders: Three Months Ended March 31, 2021 2020 (in thousands) Net loss attributable to common stockholders $ (8,206) $ (6,787) Depreciation and amortization 5,037 5,258 FFO attributable to common stockholders $ (3,169) $ (1,529) FFO attributable to common stockholders was $(3.2) million for the three months ended March 31, 2021, a decrease of $1.6 million compared to $(1.5) million for the three months ended March 31, 2020. The decrease in FFO is primarily attributable to a decrease of $(2.4) million in segment net operating income (primarily as a result of the adverse impact of COVID-19), partially offset by a decrease of $0.9 million in redeemable preferred stock dividends declared or accumulated due to a switch in timing as to when we declared dividends on the Series A Preferred Stock and Series D Preferred Stock. 38 Table of Contents Summary Segment Results During the three months ended March 31, 2021 and 2020, CIM Commercial operated in three segments: office and hotel properties and lending. Set forth and described below are summary segment results for our operating segments. Three Months Ended March 31, Change 2021 2020 $ % (dollars in thousands) Revenues: Office $ 13,527 $ 14,897 $ (1,370) (9.2) % Hotel $ 1,878 $ 8,253 $ (6,375) (77.2) % Lending $ 3,474 $ 2,384 $ 1,090 45.7 % Expenses: Office $ 5,740 $ 6,144 $ (404) (6.6) % Hotel $ 2,685 $ 6,482 $ (3,797) (58.6) % Lending $ 1,368 $ 1,373 $ (5) (0.4) % Non-Segment Revenue and Expenses: Interest and other income $ — $ 1 $ (1) (100.0) % Asset management and other fees to related parties $ (2,259) $ (2,645) $ 386 (14.6) % Expense reimbursements to related parties - corporate $ (605) $ (812) $ 207 (25.5) % Interest expense $ (2,441) $ (2,876) $ 435 (15.1) % General and administrative $ (2,041) $ (1,223) $ (818) 66.9 % Depreciation and amortization $ (5,037) $ (5,258) $ 221 (4.2) % (Provision) benefit for income taxes $ (374) $ 22 $ (396) (1,800.0) % Revenues Office Revenue: Office revenue includes rental revenue, expense reimbursements and lease termination income from office properties. Office revenue decreased to $13.5 million, or by 9.2%, for the three months ended March 31, 2021 compared to $14.9 million for the three months ended March 31, 2020. The decrease is primarily due to lower revenues at an office property in Beverly Hills, California and an office property in Los Angeles, California due to decreases in occupancy as compared to the first quarter of 2020. Hotel Revenue: Hotel revenue decreased to $1.9 million , or by 77.2%, for the three months ended March 31, 2021, compared to $8.3 million for the three months ended March 31, 2020, primarily due to a decrease in occupancy, average daily rate, and food, beverage, and other sundry hotel services during the first quarter of 2021 as compared to the first quarter of 2020 as a result of COVID-19. The outbreak of COVID-19 will continue to negatively affect the operations of our hotel at least through the first half of 2021 as described in “—COVID-19” above. Lending Revenue: Lending revenue represents revenue from our lending subsidiaries, including interest income on loans and other lo an related fee income. Lending revenue increased to $3.5 million, or by 45.7%, for the three months ended March 31, 2021, compared to $2.4 million for the three months ended March 31, 2020. The increase is primarily due to an increase in our origination of loans during the three months ended March 31, 2021, partially offset by a decrease in interest income resulting from a decline in the prime rate from 4.75% during the first quarter of 2020 to 3.25% during the first quarter of 2021. Expenses Office Expenses: Off ice expenses decreased to $5.7 million, or by 6.6%, for the three months ended March 31, 2021, compared to $6.1 million for the three months ended March 31, 2020. The decrease is primarily due to a decrease in administrative payroll expenses at our office property in Oakland, California. 39 Table of Contents Hotel Expenses: Hotel expenses decreased to $2.7 million, or by 58.6%, for the three months ended March 31, 2021, compared to $6.5 million for the three months ended March 31, 2020, primarily as a result of decreased occupancy at the hotel due to the effects of COVID-19. The outbreak of COVID-19 is expected to cause hotel expenses to decrease through at least the first half of 2021 as described in “—COVID-19” above. Lending Expenses: Lending expenses represent expenses from our lending subsidiaries, including interest expense, general and administrative expenses and fees to related party. Lending expenses remained constant at $1.4 million for the three months ended both March 31, 2021 and March 31, 2020. Asset Management and Other Fees to Related Parties: Asset management fees and other fees to related parties, which have not been allocated to our operating segments, were $2.3 million for the three months ended March 31, 2021, a decrease of 14.6%, compared to $2.6 million for the three months ended March 31, 2020. Asset management fees totaled $2.3 million for the three months ended March 31, 2021, compared to $2.4 million for the three months ended March 31, 2020. Asset management fees are calculated based on a percentage of the daily average adjusted fair value of CIM Urban’s assets, which are appraised in the fourth quarter of each year. The lower fees reflect a decrease in the adjusted fair value of CIM Urban’s assets as compared to the first quarter of 2020 due to lower appraised values of our same store properties, partially offset by the purchase of an office property in Austin, Texas in November 2020 and incremental capital expenditures incurred subsequent to March 31, 2020. CIM Commercial also paid a Base Service Fee to the Administrator, a related party, which totaled $282,000 for the three months ended March 31, 2020. On May 11, 2020, the Master Services Agreement was amended to replace the Base Service Fee with the Incentive Fee. The amendment became effective as of April 1, 2020. The Administrator did not earn an Incentive Fee for the three months ended March 31, 2021. Based on our expected performance for the remainder of 2021, it is very likely that we will not pay any Incentive Fee in 2021. Expense Reimbursements to Related Parties — Corporate: The Administrator received compensation and or rei mbursement 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. Expense reimbursements to related parties-corporate were $605,000 for the three months ended March 31, 2021, a decrease of 25.5%, compared to $812,000 for the three months ended March 31, 2020. The decrease was primarily due to reductions in allocated payroll. I nterest Expense: Interest expense, which has not been allocated to our operating segments, was $2.4 million for the three months ended March 31, 2021, a decrease of 15.1% compared to $2.9 million for the three months ended March 31, 2020. The decrease is primarily due to a decrease in the LIBOR component of the interest rates on our variable interest debt, partially offset by a higher average outstanding principal balance on our 2018 Revolving Credit Facility and an increase in the non-LIBOR component of the interest rate on our 2018 Revolving Credit Facility resulting from the 2018 Credit Facility Modification as compared to the three months ended March 31, 2020. General and Administrativ e Expenses: General and administrative expenses, which have not been allocated to our operating segments, were $2.0 million for the three months ended March 31, 2021, an increase of 66.9% compared to $1.2 million for the three months ended March 31, 2020. The increase is primarily due to an increase in legal fees. Depreciation and Amortization Expense: Depreciation and amortization expense was $5.0 million for the three months ended March 31, 2021, a decrease of $221,000 compared to $5.3 million for the three months ended March 31, 2020. Provision for Income Taxes: Provision for income taxes was $374,000 for the three months ended March 31, 2021 as compared to a benefit for income taxes of $22,000 for the three months ended March 31, 2020. The increase in provision for income taxes is due to an increase in taxable income at our taxable REIT subsidiaries during the three months ended March 31, 2021 related to the operating results of our lending division. Cash Flow Analysis Our cash flows from operating activities are primarily dependent upon the real estate assets owned, occupancy level of our real estate assets, the rental rates achieved through our leases, the ADR of our hotel, the collectability of rent and recoveries from our tenants, and loan related activity, many of which were negatively impacted by the effects of COVID-19 during the three months ended March 31, 2021. Our cash flows from operating activities are also impacted by fluctuations in operating expenses and other general and administrative costs. Net cash provided by operating activities decreased by $1.3 million for the three months ended March 31, 2021, as compared to the same period in 2020. The decrease was primarily due to a $1.9 million increase in net loss income adjusted for depreciation and amortization expense and write-offs of uncollectible receivables, and 40 Table of Contents an increase of $4.9 million in loans funded, partially offset by an increase of $5.3 million in proceeds from the sale of guaranteed loans. Our cash flows from investing activities are primarily related to property acquisitions and sales, expenditures for development or repositioning of properties, capital expenditures and cash flows associated with loans originated at our lending segment. Net cash used in investing activities decreased by $1.7 million for the three months ended March 31, 2021, as compared to the same period in 2020. The decrease was primarily due to a decrease of $5.3 million in cash used to fund additions to investments in real estate, and a $5.3 million increase of principal collected on loans during the three months ended March 31, 2021. This was partially offset by an increase of $8.9 million in loans funded during the three months ended March 31, 2021. Our cash flows from financing activities are generally impacted by borrowings and capital activities. Net cash used in financing activities decreased by $3.3 million for the three months ended March 31, 2021, as compared to the same period in 2020. The change was primarily due to an increase of $6.9 million in proceeds from debt, net of debt payments, partially offset by a decrease of $3.2 million from net proceeds from the issuance of Preferred Stock and warrants, and a $0.2 million increase in payments of Common Stock dividends and Preferred Stock dividends and redemptions. Liquidity and Capital Resources . General We currently have substantial cash on hand, and may finance our future activities through one or more of the following methods: (i) offerings of shares of Common Stock, Preferred Stock or other equity and or debt securities of the Company; (ii) credit facilities and term loans; (iii) the addition of senior recourse or non-recourse debt using target acquisitions as well as existing assets as collateral; (iv) the sale of existing assets; and or (v) cash flows from operations. Our long-term liquidity needs will consist primarily of funds necessary for acquisitions of assets, development or repositioning of properties, or re-leasing of space in existing properties, capital expenditures, refinancing of indebtedness, SBA 7(a) loan originations, paying distributions on our Preferred Stock or any other preferred stock we may issue, any future repurchase and or redemption of our Preferred Stock (if we choose, or are required, to pay the redemption price in cash instead of in shares of our Common Stock) and distributions on our Common Stock. Existing development and repositioning activities expected to be completed in the near‑term, despite their temporary suspension since March 2020 as a result of COVID-19, include (i) our repositioning of an existing office building at 4750 Wilshire Boulevard in Los Angeles, California, which repositioning is expected to cost approximately $14.5 million, of which $2.3 million had been paid as of March 31, 2021 and (ii) renovations of the guest rooms, food and beverage amenities, public areas, meeting rooms and other amenities at the Sheraton Grand Hotel in Sacramento, California, which renovations are expected to cost approximately $26.3 million, of which $2.9 million had been paid as of March 31, 2021. Additionally, our outstanding commitments to fund loans were $60.0 million as of March 31, 2021, substantially all of which reflect prime-based loans to be originated by our subsidiary engaged in SBA 7(a) Small Business Loan Program lending. The majority of these commitments have government guarantees of 90% (but no less than 75%) and we believe that we will be able to sell the guaranteed portion of these loans in a liquid secondary market upon fully funding the loans. Since some commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements. We may not have sufficient funds on hand or may not be able to obtain additional financing to cover all of our long-term cash requirements. The nature of our business, and the requirements imposed by REIT rules that we distribute a substantial majority of our REIT taxable income on an annual basis in the form of dividends, may cause us to have substantial liquidity needs over the long-term. While we will seek to satisfy such needs through one or more of the methods described in the first paragraph of this section, our ability to take such actions is highly uncertain and cannot be predicted, and could be affected by various risks and uncertainties, including, but not limited to, the effects of COVID-19 and other risks detailed in “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. If we cannot obtain funding for our long-term liquidity needs, our assets may generate lower cash flows or decline in value, or both, which may cause us to sell assets at a time when we would not otherwise do so which could have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Common Stock or Preferred Stock. Sources and Uses of Funds Mortgages In June 2016, we entered into six mortgage loan agreements with an aggregate principal amount of $392.0 million. In 2017 and 2019, in connection with the sales of certain office properties, $294.9 million in aggregate principal of these loans 41 Table of Contents was defeased or assumed by the respective buyers in connection with the sale of the properties that were collateral for such loans. Revolving Credit Facilities In October 2018, we entered into the 2018 revolving credit facility that, as amended, allows us to borrow up to $209.5 million, subject to a borrowing base calculation 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 matures in October 2022 and provides for one one-year extension option under certain conditions. As of May 6, 2021, March 31, 2021, and December 31, 2020, $172.0 million, $171.5 million and $166.5 million, respectively, was outstanding under the 2018 revolving credit facility and approximately $22.5 million, $23.0 million, and $28.0 million, respectively, was available for future borrowings. In May 2020, to further enhance its liquidity position and maintain financial flexibility, we entered into the 2020 unsecured revolving credit facility pursuant to which we can borrow up to a maximum of $10.0 million. Outstanding advances under the 2020 unsecured revolving credit facility bear interest at the rate of 1.00%. The 2020 unsecured revolving credit facility matures in May 2022. As of both May 6, 2021 and March 31, 2021, $0 was outstanding under the 2020 unsecured revolving credit facility and $10.0 million was available for future borrowings. In June 2020, we borrowed funds from the Federal Reserve through the PPPLF. Advances under the PPPLF carry an interest rate of 0.35%, are made on a dollar-for-dollar basis based on the amount of loans originated under the Paycheck Protection Program and are secured by loans made by us under the Paycheck Protection Program. The PPPLF contains customary covenants but is not subject to any financial covenants. The maturity date of PPPLF borrowings is the same as the maturity date of the loans pledged to secure the extension of credit, generally two years. At maturity, both principal and accrued interest are due. The maturity date of a PPPLF borrowing will be accelerated if, among other things, 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 June 30, 2021 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 May 6, 2021 and March 31, 2021, $15.4 million and $18.1 million, respectively, was outstanding under the PPPLF. Other Financing Activity On May 30, 2018, we completed a securitization of the unguaranteed portion of certain of our SBA 7(a) loans receivable with the issuance of $38.2 million of unguaranteed SBA 7(a) loan-backed notes. 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%. The outstanding balance of SBA 7(a) loan-backed notes on May 6, 2021, March 31, 2021, and December 31, 2020, was $12.8 million, $12.9 million and $14.2 million, respectively. We have junior subordinated notes with a variable interest rate that resets quarterly based on the three-month LIBOR plus 3.25%, with quarterly interest‑only payments. The junior subordinated balance is due at maturity on March 30, 2035. The junior subordinated notes may be redeemed at par at our option. The aggregate principal balance of the junior subordinated notes was $27.1 million as of March 31, 2021. As a SBA 7(a) licensee, we are an authorized lender under the PPP and have originated $26.2 million loans under the program. During the three months ended March 31, 2021, we funded $10.2 million of additional PPP loans. As of May 6, 2021 and March 31, 2021, we had $15.5 million and $17.3 million, respectively, outstanding in PPP loans. We expect a significant portion of these loans will be forgiven and repaid, either in part or in full, by the SBA, including both principal and accrued interest. Securities Offerings We conducted a continuous public offering of Series A Preferred Units from October 2016 through January 2020, where each Series A Preferred Unit consisted of one share of Series A Preferred Stock and one Series A Preferred Warrant. During the tenure of the offering, we issued 4,603,287 Series A Preferred Units and received net proceeds of $105.2 million after commissions, fees and allocated costs. The Series A Preferred Warrants are exercisable beginning on the first anniversary of the date of their original issuance until and including the fifth anniversary of the date of such issuance. At the time of issuance, the exercise price of each Series A 42 Table of Contents Preferred Warrant was equal to a 15.0% premium to the per share estimated NAV of our Common Stock most recently published and designated as the Applicable NAV by us at the time of issuance. However, in accordance with the terms of the Series A Preferred Warrants, the exercise price of each Series A Preferred Warrant issued prior to the Reverse Stock Split was automatically adjusted to reflect 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 was adjusted to reflect the effect of the Special Dividend. As of March 31, 2021, there were 4,603,287 Series A Preferred Warrants to purchase 1,194,159 shares of Common Stock outstanding. Since February 2020, we have conducted a continuous public offering of up to approximately $785.0 million of our Series A Preferred Stock and Series D Preferred Stock. We intend to use the net proceeds from the offering for general corporate purposes, acquisitions of shares of our Common Stock and Preferred Stock, whether through one or more tender offers, share repurchases or otherwise, and acquisitions consistent with our acquisition and asset management strategies. As of March 31, 2021, we had issued 6,526,081 shares of Series A Preferred Stock and 23,190 shares of Series D Preferred Stock and received aggregate net proceeds of $148.2 million after commissions, fees and allocated costs. On March 16, 2020, we established an “at the market” (“ATM”) program through which we may, from time to time in our discretion, offer and sell shares of Common Stock having an aggregate offering price of up to $25.0 million through an investment banking firm acting as the sales agent. Sales of Common Stock under the ATM program may be made directly on or through Nasdaq, among other methods. We intend to use the net proceeds from shares sold under the ATM program, if any, for general corporate purposes, acquisitions of shares of our Preferred Stock, whether through one or more tender offers, share repurchases or otherwise, and acquisitions consistent with our acquisition and asset management strategies. As of May 10, 2021, no sales of Common Stock have been made under the ATM program. Dividends and Redemptions Holders of Series A Preferred Stock, Series D Preferred Stock and Series L Preferred Stock are entitled to receive, if, as and when authorized by our Board of Directors, and declared by us out of legally available funds, cumulative cash dividends on each share at an annual rate of 5.50% of the Series A Preferred Stock Stated Value (i.e., the equivalent of $0.34375 per share per quarter), 5.65% of the Series D Preferred Stock Stated Value (i.e., the equivalent of $0.35313 per share per quarter), and 5.50% of the Series L Preferred Stock Stated Value (i.e., the equivalent of $1.56035 per share per year), respectively. However, if we fail to timely declare distributions or fail to timely pay any distribution on the Series L Preferred Stock, the annual dividend rate of the Series L Preferred Stock will temporarily increase by 1.00% per year, up to a maximum annual rate of 8.50% of the Series L Preferred Stock Stated Value. Dividends on each share of Preferred Stock begin accruing on, and are cumulative from, the date of issuance. Prior to the payment of any distributions on Series L Preferred Stock in respect of a given year, we must first declare and pay dividends on the Common Stock in respect of such year in an aggregate amount equal to the Initial Dividend announced by our Board of Directors at the end of the prior fiscal year. On December 22, 2020, we announced an Initial Dividend on shares of our Common Stock for fiscal year 2021 in the aggregate amount of $4,448,223, of which $1,112,000 had been paid as of March 31, 2021. We expect to pay dividends on the Series A Preferred Stock and Series D Preferred Stock in arrears on a monthly basis, and on the Series L Preferred Stock in arrears on a yearly basis, unless our results of operations, our general financing conditions, general economic conditions, applicable requirements of the MGCL or other factors make it imprudent to do so. The timing and amount of dividends declared and paid on our Preferred Stock will be determined by our Board of Directors, in its sole discretion, and may vary from time to time. Holders of our Common Stock are entitled to receive dividends, if, as and when authorized by the Board of Directors and declared by us out of legally available funds. In determining our dividend policy, the Board of Directors considers many factors including the amount of cash resources available for dividend distributions, capital spending plans, cash flow, our financial position, applicable requirements of the MGCL, any applicable contractual restrictions, and future growth in NAV and cash flow per share prospects. Consequently, the dividend rate on a quarterly basis does not necessarily correlate directly to any individual factor. From the date of issuance until the fifth anniversary of the date of issuance, holders of Series A Preferred Stock and Series D Preferred Stock may require us to redeem such shares at a discount to the Series A Preferred Stated Value and Series D Preferred Stated Value, respectively. From and after the fifth anniversary of the date of original issuance of any share of our Preferred Stock, we generally (subject to certain conditions) have the right (but not the obligation) to redeem, and the holder of such share may require us to redeem, such share at a redemption price equal to 100% of the stated value of such share, plus any accrued but unpaid dividends in respect of such share as of the effective date of the redemption. The redemption price in respect of any share of Preferred Stock, whether redeemed at our option or at the option of a holder, may be paid in cash or in shares of 43 Table of Contents Common Stock in our sole discretion. During the three months ended March 31, 2021, we redeemed 136,476 shares of Series A Preferred Stock and no shares of Series D Preferred Stock and Series L Preferred Stock. Off-Balance Sheet Arrangements As of March 31, 2021, we did not have any off-balance sheet arrangements. Recently Issued Accounting Pronouncements Our recently issued accounting pronouncements are described in Note 2 to the consolidated financial statements included in this Quarterly Report on Form 10-Q.