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Item 9A. Controls and Procedures

2024-03-29 compared with 2023-03-31 · 1220 added, 383 removed, 1294 unchanged (55% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of December 31, 2022, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15(e) under the Exchange Act) at the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of that time, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and include controls and procedures designed to ensure the information required to be disclosed by us in such reports is accumulated and communicated to

management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting

44 unchanged sentences

Other Information

None of our officers or directors had any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c ) or any “non-Rule 10b5-1 trading arrangement” in effect at any time during the three months ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Information required by this Item regarding our directors and executive officers, and corporate governance, including information with respect to beneficial ownership reporting compliance, will appear in the Proxy Statement we will deliver to our stockholders in connection with our 2023 Annual Meeting of Stockholders.

Such information is incorporated herein by reference.

Information relating to the registrant’s Code of Business Conduct and Ethics that applies to its employees, including its senior financial officers, is included in Part I of this Annual Report on Form 10-K under “Item 1––Business—Available Information.”

Board of Directors

Our Board of Directors (the “Board of Directors” or the “Board”) consists of seven directors.

Each was appointed or elected to serve for a one-year term and until his or her successor is elected and qualifies, or until his or her earlier death, resignation or removal from office.

Set forth below are the names of the persons nominated as directors, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors of the Company and the names of other public companies in which such persons hold or have held directorships during the past five years.

Name Age Position

Douglas Bech 78 Director (independent)

John Hope Bryant 58 Director (independent)

Marcie Edwards 67 Director (independent)

Shaul Kuba 61 Director

Richard Ressler 65 Director and Chairman of the Board

Avraham Shemesh 62 Director

Elaine Wong 44 Director (independent)

Douglas Bech has served as a director of the Company since March 2014, and since 1997 as founder and Chief Executive Officer of Raintree Resorts International, a private enterprise engaged in vacation ownership and resort operations in Mexico, the United States and Canada.

Prior to founding Raintree, Mr.

Bech practiced securities and corporate finance law from 1970 to 1997.

Bech also served as a director of J2 Global, Inc.

from November 2000 to October 2021 and from August 1988 through November 2000, he served as a director of eFax.com, a company J2 Global, Inc.

acquired in November 2000.

In October 2021 Mr.

Bech was appointed non-executive chairman of the board of directors of Consensus Cloud Solutions, Inc., a company which was spun off to the J2 (now renamed Ziff-Davis) shareholders.

Bech also served as presiding independent director of HollyFrontier Corporation from July 2011 until May 2021, when Mr.

Bech retired from its board of directors.

Bech had previously served as a director of Frontier Oil Corporation from 1993 until its merger with Holly Corporation in July 2011.

Bech also served, from 2014 until February 1, 2016, as an independent trust manager of Moody National REIT II, Inc., a registered, non-traded real estate investment trust that acquires limited service hotels in the United States.

Bech’s previous work as a securities and corporate finance lawyer, as a director of other diverse public companies, and his experience as a chief executive officer of a multi-national enterprise provides expertise on corporate governance, legal matters and finance, as well as a general business management perspective to the Board.

John Hope Bryant has served as a director of the Company since November 2022.

Bryant is chairman and chief executive officer of Bryant Group Ventures and The Promise Homes Company (“TPHC”), the largest for-profit minority controlled owner of institutional-quality, single-family residential rental homes in the U.S.

Bryant founded TPHC as a start-up idea in the summer of 2017, and, by the summer of 2021, it had become the largest minority controlled single family home rental company in the nation.

Bryant has served as a director of Nextdoor Holdings, Inc.

since November 2021 and currently serves on its Nominating, Corporate Governance, and Corporate Responsibility Committee.

Bryant is also the Founder, Chairman, and Chief Executive Officer of Operation HOPE, Inc., the largest not-for-profit and best-in-class provider of financial literacy, financial inclusion, and economic empowerment tools and services in the United States for youth and adults.

He has served as an advisor to three sitting U.S.

presidents from both political parties.

Bryant is a founding member of the Clinton Global Initiative and a member of the World Economic Forum’s “The Forum of Young Global Leaders.” In addition, he hosts a national podcast series on iHeart and is a regular guest on CNBC’s Squawk Box, a columnist for Bloomberg Opinion and a contributor to Huffington Post and Black Enterprise.

Bryant was selected to serve as a director

because of his experience as an entrepreneur and a real estate investor, his leadership skill and his deep connections to the community, all of which are expected to bring valuable insight to the Board.

Marcie Edwards has served as a director of the Company since her appointment by our Board on February 11, 2021.

Edwards served as the General Manager of the Los Angeles Department of Water and Power (LADWP) from 2014 to 2017.

In that capacity, she managed a city agency with an annual budget of more than $6 billion and approximately 10,000 employees.

As part of her role at LADWP, she served as a member of the board of the Water and Power Employees’ Retirement Plan, overseeing more than $12 billion in investments.

Prior to her tenure at LADWP, Ms.

Edwards was the City Manager of the City of Anaheim from 2013 to 2014, overseeing an annual budget of more than $1 billion with approximately 3,000 employees, including a fire department, a police department, and a public utility company.

From 2000 to 2012, Ms.

Edwards was the Utility General Manager of Anaheim Public Utilities and, prior to 2000, Ms.

Edwards spent almost 25 years with LADWP in a variety of positions.

From 2019 to 2021, she was Chair to the California Wildfire Safety Advisory Board as a gubernational appointee.

Since 2019, Ms.

Edwards has been a board member of S&C Electric Company in Chicago (and a member of the Audit Committee since 2021).

Edwards was invited to serve on the Southern California Gas Company’s Advisory Safety Council.

Edwards has a Master in Public Administration degree from the University of LaVerne.

Edwards’ extensive experience in public administration provides the Board with a strong resource on a variety of important strategic matters.

Shaul Kuba has served as a director of the Company since March 2014 and Chief Investment Officer of the Company since March 2023.

Kuba is a Co-Founder, Principal and President of CIM’s Real Asset Services division with more than 30 years of active real estate, infrastructure and lending experience.

Since co-founding CIM Group, L.P.

Kuba has been an integral part of building CIM Group, L.P.’s platforms.

As a Principal and Head of CIM Group, L.P.’s Development Group, he is actively involved in the development, redevelopment and repositioning of CIM Group, L.P.’s real estate assets.

Additionally, Mr.

Kuba is instrumental in sourcing new opportunities and establishing and maintaining relationships with national and regional retailers, hospitality brands and restaurateurs.

He serves on CIM Group, L.P.’s Investment, Allocation and Real Asset Management Committees and provides guidance on the diverse opportunities across CIM’s platforms.

He also serves as an officer of various affiliates of CIM.

Prior to CIM Group, L.P., Mr.

Kuba was involved in a number of successful entrepreneurial real estate activities including co-founding Dekel Development, a developer of commercial and multifamily properties in Los Angeles.

Kuba was selected to serve as a director because of his significant experience with the real estate development and sourcing new transactions as a result of his experience with CIM Group, including as Co-Founder thereof, as well as his leadership roles at CIM Group, all of which are expected to bring valuable insight to the Board of Directors.

Richard Ressler has served as director and chairman of the Company since March 2014.

Ressler is the founder and President of Orchard Capital Corporation (“Orchard Capital”), a firm through which Mr.

Ressler oversees companies in which Orchard Capital or its affiliates invest.

Through his affiliation with Orchard Capital, Mr.

Ressler serves in various senior capacities with, among others, CIM Group, L.P.

(together with its controlled affiliates, “CIM”), a community-focused real estate and infrastructure owner, operator, lender and developer, Orchard First Source Asset Management, LLC (together with its controlled affiliates, “OFSAM”), which provides personnel staffing to OFS Capital Management, LLC, a registered investment adviser focusing primarily on investments in middle market and broadly syndicated US loans, debt and equity positions in collateralized loan obligations and other structured credit investments, OFS CLO Management, LLC, a registered investment adviser focusing primarily on investments in broadly syndicated US loans, and OCV Management, LLC (“OCV”), an investor, owner and operator of technology companies.

Ressler also serves as a board member for various public and private companies in which Orchard Capital or its affiliates invest.

Ressler served as non-executive chairman of the board of Ziff Davis, Inc.

ZD), formerly known as j2Global, Inc., from 1997 until May 2022.

In addition, he has also served as the Chief Executive Officer and President and as a director of CIM Real Estate Finance Trust, Inc.

(“CMFT”), a non-listed REIT operated by an affiliate of CIM that invests in net lease core real estate assets as well as real estate loans and other credit investments, since February 2018, and has served as Chairman of its board of directors since August 2018.

Ressler has served as the chairman of the investment risk management committee of CMFT since April 2022 and served as a member of the nominating and corporate governance committee from August 2018 to March 2022.

Ressler served as the Chief Executive Officer, President and a director of CIM Income NAV, Inc.

(“CIM Income NAV”) from February 2018 to December

2021 and as Chairman of the board of directors of CIM Income NAV from August 2018 to December 2021 until CIM Income NAV’s merger with and into CMFT in December 2021.

Ressler served as the Chief Executive Officer and President and as a director of Cole Office & Industrial REIT (CCIT III), Inc.

(“CCIT III”) from February 2018 and as chairman of its board of directors from August 2018 until CCIT III’s merger with and into CMFT in December 2020.

Ressler also served as a director of Cole Office & Industrial REIT (CCIT II), Inc.

(“CCIT II”) from January 2019 until CCIT II’s merger with Griffin Realty Trust, Inc.

(“GRT”) in March 2021 and as a director of Cole Credit Property Trust V, Inc.

(“CCPT V”) from January 2019 to October 2019.

Ressler co-founded CIM Group, L.P.

in 1994 and serves as the Executive Chairman of CIM and as an officer of various affiliates of CIM, including our manager.

He chairs CIM's Executive, Investment, Allocation and Real Asset Management Committees.

Ressler co-founded the predecessor of OFSAM in 2001 and chairs its executive committee.

Ressler co-founded OCV in 2016 and chairs its executive committee.

Prior to founding Orchard Capital, from 1988 until 1994, Mr.

Ressler served as Vice Chairman of Brooke Group Limited, the predecessor of Vector Group, Ltd.

VGR) and served in various executive capacities at VGR and its subsidiaries.

Prior to VGR, Mr.

Ressler was with Drexel Burnham Lambert, Inc., where he focused on merger and acquisition transactions and the financing needs of middle-market companies.

Ressler began his career in 1983 with Cravath, Swaine and Moore LLP, working on public offerings, private placements, and merger and acquisition transactions.

Ressler holds a B.A.

from Brown University, and J.D.

degrees from Columbia University.

Ressler was selected to serve as a director because of his extensive real estate, business management and finance experience and expertise, in addition to his leadership roles at several public companies, all of which are expected to bring valuable insight to the Board of Directors.

Avraham Shemesh has served as a director of the Company since March 2014.

Shemesh is a Co-Founder, Principal and President of CIM’s Real Asset Management division with more than 30 years of active real estate, infrastructure and lending experience.

Since co-founding CIM Group, L.P.

Shemesh has been instrumental in building CIM Group, L.P.’s real estate, infrastructure and debt platforms.

He serves on CIM Group, L.P.’s Investment, Allocation, Real Assets Management and Valuation Committees as well as the ICCS, providing guidance on the diverse opportunities available across CIM’s various platforms.

Shemesh is responsible for CIM’s long-time relationships with strategic institutions and oversees teams essential to acquisitions, portfolio management and internal and external communication.

He serves as an officer of various affiliates of CIM.

In addition, Mr.

Shemesh served as a director of CMFT from March 2019 until February 2024.

He served as a director of CIM Income NAV from January 2019 to December 2021 when CIM Income NAV merged with CMFT.

He also served as the Chief Executive Officer and President and as a director of CCIT II from February 2018, and as Chairman of the board of directors of CCIT II from August 2018 until CCIT II’s merger with GRT in March 2021.

Until the mergers of such entities with and into CMFT in December 2020, he served as the Chief Executive Officer and as a director of CCPT V beginning in March 2018, as Chairman of the board of directors of CCPT V beginning in August 2018, and as a director of CCIT III beginning in January 2019.

Prior to CIM Group, L.P., Mr.

Shemesh was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, a developer of a wide variety of commercial and multifamily properties in Los Angeles.

Shemesh was selected to serve as a director because of his significant experience with the real estate acquisition process and strategic planning as a result of his experience with CIM Group, including as Co-Founder thereof, as well as his leadership roles at CIM and CMFT, all of which are expected to bring valuable insight to the Board of Directors.

Elaine Wong has served as a director of the Company since May 2022.

Wong was a Principal at CIM Group, L.P.

and served as its Head of Marketing & Communications from May 2018 until her retirement from CIM at the end of June 2021.

Wong was a member of CIM’s Investment Committee from February 2015 to June 2021.

From February 2015 to April 2018, Ms.

Wong served as CIM’s Global Head of Partner & Co-Investor Relations.

She served at CIM from February 2012 to January 2015 as 1st Vice President, Global Head of Fundraising and Investor Relations, from February 2010 to January 2012 as Vice President, Fundraising & Investor Relations, and from April 2007 to January 2010 as Associate, Investor Relations.

She was also a director of CMFT from October 2019 to December 2021, a director of CIM Income NAV from October 2019 until its merger with CMFT in December 2021, a director of CCPT V from October 2019 until its merger with CMFT in December 2020 and a director of CCIT II from October 2019 until its merger with GRT in March 2021.

Prior to joining CIM, Ms.

Wong served from May 2005 to March 2007 as an Associate at Perry Capital, LLC, and from July 2001 to April 2005 as an Analyst,

and then Associate in the Equities Division, Financial and Strategic Management, of Goldman Sachs & Co.

Wong received a Bachelor of Science degree in Accounting and Finance from New York University, Leonard N.

Stern School of Business.

Wong was selected to serve as a director because of her financial background and experience and expertise in investor relations, marketing and communications strategy, and fundraising, all of which are expected to bring valuable insight to the Board.

Executive Officers

Set forth below are the names of the persons who are our executive officers as of the date hereof, their ages and their positions with the Company.

Each executive officer will serve until his successor is duly appointed, or until his earlier death, resignation or removal from office.

Name Age Position

David Thompson 59 Chief Executive Officer

Berlin 62 Chief Financial Officer and Secretary;

Executive Vice President and Treasurer

David Thompson has been Chief Executive Officer of the Company since March 2019.

Thompson served as the Chief Financial Officer of the Company from March 2014 to March 2019.

Thompson is also a Principal, Chief Financial Officer of CIM Group, L.P.

and serves on CIM Group, L.P.’s Investment, Valuation Committee and the ICCS.

He joined CIM Group, L.P.

In addition, Mr.

Thompson has served as the Chief Executive Officer and Trustee of CIM Real Assets & Credit Fund, a closed-ended interval fund that seeks to invest in a mix of institutional-quality real estate and credit assets, since February 2019.

Prior to joining CIM Group, L.P.

Thompson spent 15 years with Hilton Hotels Corporation, most recently as Senior Vice President and Controller, where he was responsible for worldwide financial reporting, financial planning and analysis, internal control and technical accounting compliance.

Thompson’s experience includes billions of dollars of real estate acquisitions and dispositions in the office, retail, multifamily, hotel, gaming and timeshare sectors, as well as significant capital markets experience.

Thompson began his career as a C.P.A.

in the Los Angeles office of Arthur Andersen & Co.

Thompson received a B.S.

degree in Accounting from the University of Southern California.

Berlin has been Chief Financial Officer and Secretary of the Company since August 2022.

Berlin has been the Executive Vice President and Treasurer of the Company since October 2008 and was Chief Financial Officer of the Company’s predecessor from June 1993 to March 2014.

He has been Chief Financial Officer of the Company’s wholly-owned subsidiary lending business since 1992 and has been the Chief Executive Officer and Chairman of the Board of Directors of that business since 2020.

In addition, Mr.

Berlin has served in various finance and accounting roles within CIM Group and its affiliates since 2017 and is currently a Managing Director of CIM Group, Chief Financial Officer of CIM Real Assets & Credit Fund, a closed-ended interval fund advised by an affiliate of CIM Group that is registered as an investment company under the Investment Company Act of 1940, as amended, Chief Financial Officer of CIM Capital, LLC, the Company’s operator and an investment adviser registered with the Securities and Exchange Commission.

Berlin earned a Bachelor of Science degree in Accounting from the University of Florida and is a certified public accountant.

Berlin began his career in public accounting.

Corporate Governance

Company Leadership Structure;

Board Role in Risk Oversight

Leadership Structure.

The Board does not have a formal policy regarding the leadership structure of the Company and whether the roles of chairman and chief executive officer should be separated, but instead believes that these matters should be determined based on a number of different factors and circumstances, including the Company’s position, history, size, culture, stockholder base, board size and board composition and that, as a result, the appropriate structure may change from time to time as circumstances warrant.

Currently, the roles of Chairman of the Board and Chief Executive Officer of the Company are separated.

Our Chairman of the Board is Mr.

Ressler and our Chief Executive Officer is Mr.

Risk Oversight.

The Company is exposed to a variety of risks.

The entire Board regularly assesses major risks facing the Company and reviews options for their mitigation.

The Board may appoint a committee to address a specific risk or to oversee the Company’s response to a specific risk.

In particular, the Audit Committee of the Board oversees the Company’s policies with respect to risk assessment and risk oversight and oversees risk with respect to financial reporting matters.

The Board also relies on management to bring significant matters to its attention.

The Board believes that the Company’s current leadership structure, including the independent Audit Committee oversight function and the open access of the Board to the Company’s executive officers and senior management as the Board determines is appropriate, supports the oversight role of the Board in the Company’s risk management.

Statement on Corporate Governance

Governance Principles.

The Board has adopted a set of Governance Principles that provides a framework for the governance of the Company.

The Company’s Governance Principles may be found on the Company’s website at https://shareholders.creativemediacommunity.com/corporate-overview/corporate-governance in the section entitled “Governance Documents.”

Contacting the Board.

The Board welcomes your questions and comments.

If you would like to communicate directly with the Board, or if you have a concern related to the Company’s business ethics or conduct, financial statements, accounting practices or internal controls, then you may submit your correspondence to the Secretary of the Company, at 5956 Sherry Lane, Suite 700, Dallas, Texas 75225, or you may call the Ethics Hotline at 1-800-292-4496.

All communications will be forwarded to the Audit Committee, which in turn may forward certain communications to the entire Board in its discretion.

Code of Ethics.

The Board has adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees of the Company, the Operator (as defined below) and the Administrator (as defined below), including the Company’s principal executive officer and principal financial and accounting officer (the “Code of Ethics”).

If the Board amends any provisions of the Code of Ethics that applies to the Company’s principal executive officer or any other executive officer of the Company or grants a waiver in favor of any such persons, the Company intends to satisfy its disclosure requirements by disclosing the amendment or waiver in a Current Report on Form 8 K filed with the SEC within four business days following such amendment or waiver.

The Company’s Code of Business Conduct and Ethics may be found on the Company’s website at https://shareholders.creativemediacommunity.com/corporate-overview/corporate-governance in the section entitled “Governance Documents.”

Meetings of the Board

The Board held a total of six meetings during the year ended December 31, 2023.

Each director attended at least 75 percent of the aggregate number of Board meetings and the meetings of committees on which he or she served during 2023.

Directors are encouraged to attend the annual meeting of stockholders of the Company.

All members of our Board virtually attended our 2023 annual meeting of stockholders.

Independent Director Meetings

The independent directors have at least one regularly scheduled meeting or executive session per year without the presence of other directors and management.

Any independent director can request that an additional executive session be scheduled.

Committees of the Board

The Board has the following standing committees:

an audit committee, a compensation committee and a nominating and corporate governance committee.

Audit Committee.

The Company has a standing Audit Committee that oversees the accounting and financial reporting processes as well as legal, compliance and risk management matters.

The Audit Committee consists of Ms.

Wong (chairman), Mr.

The Audit Committee is comprised entirely of directors who meet the independence and financial literacy requirements of Nasdaq and applicable SEC rules.

See “—Independence of Directors.” In addition, the Board has determined that Ms.

Wong qualifies as an “audit committee financial expert” as defined in SEC rules.

The Audit Committee’s responsibilities include providing assistance to the Board in fulfilling its responsibilities with respect to oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications, performance and independence, and the performance of the Company’s internal audit function, if any.

In accordance with its Audit Committee Charter, the Audit Committee is directly responsible for the appointment and oversight of the independent registered public accounting firm, who reports directly to the Committee, approval of the engagement fee of the independent registered public accounting firm and pre approval of the audit services and any permitted non audit services they may provide to the Company.

In addition, the Audit Committee reviews the scope of audits as well as the annual audit plan and evaluates matters relating to the audit and internal controls of the Company.

Further, the Audit Committee supervises the Company’s compliance with the cybersecurity rule promulgated by the SEC.

The Audit Committee holds separate executive sessions, outside the presence of executive management, with the Company’s independent registered public accounting firm.

During 2023, the Audit Committee held five meetings.

The charter for the Audit Committee may be found on the Company’s website at https://shareholders.creativemediacommunity.com/corporate-overview/corporate-governance in the section entitled “Committee Charters.”

Compensation Committee .

Our Compensation Committee consists of two of our independent directors:

Bech, who serves as chairman, and Ms.

Our Board has adopted a charter for the Compensation Committee that sets forth its specific functions, powers, duties and responsibilities.

Among other things, the Compensation Committee charter calls upon the Compensation Committee to:

• In consultation with senior management, establish the Company’s general compensation philosophy and oversee the development, implementation and administration of compensation plans, policies and programs, if any;

• Oversee compliance of all compensation-related disclosure requirements, including producing an annual Compensation Committee Report for inclusion in the Company’s proxy statement in accordance with applicable SEC rules and regulations;

• Review and make recommendations to the Board regarding any changes in compensation for directors.

During 2023, the Compensation Committee held two meetings.

The charter for the Compensation Committee may be found on the Company’s website at https://shareholders.creativemediacommunity.com/corporate-overview/corporate-governance in the section entitled “Committee Charters.”

Nominating and Corporate Governance Committee .

Our Nominating and Corporate Governance Committee is comprised of two of our independent directors:

Bech, who serves as chairman, and Ms.

The Nominating and Corporate Governance Committee was formed to establish and implement our corporate governance practices and to nominate individuals for election to the Board.

Our Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by our Board.

Among other things, the committee charter calls upon the Nominating and Corporate Governance

Committee to:

(i) periodically review the size and composition of the Board and recommend to the Board such modifications to its size and/or composition as are determined by the Nominating and Corporate Governance Committee to be necessary or desirable;

(ii) recommend to the Board the director nominees for the next annual meeting of stockholders;

and (iii) develop and recommend to the Board a set of corporate governance principles applicable to the Company.

During 2023, the Nominating and Corporate Governance Committee held two meetings.

The charter for the Nominating and Corporate Governance Committee may be found on the Company’s website at https://shareholders.creativemediacommunity.com/corporate-overview/corporate-governance in the section entitled “Committee Charters.”

Director Nomination Procedures

Director Qualifications.

The Nominating and Corporate Governance Committee believes that each member of the Board must possess high personal and professional ethics, integrity and values, and be committed to representing the long term interests of the stockholders, as well as an inquisitive mind, an objective perspective, practical wisdom and mature judgment.

In addition, directors must be willing to devote sufficient time to carry out their duties and responsibilities effectively.

The Nominating and Corporate Governance Committee is committed to diversity on the Board, values diversity and believes the Board should reflect an appropriate diversity of viewpoints, background, experience, ethnicity, gender, culture and other demographics.

Identifying and Evaluating Nominees.

The Nominating and Corporate Governance Committee may consider those factors it deems appropriate in evaluating director candidates as outlined above.

The skills and personality of each director should fit with those of the other directors in building a Board that is effective, collegial and responsive to the needs of the Company.

The Nominating and Corporate Governance Committee may consider candidates for the Board from any reasonable source, including current board members, stockholders, professional search firms or other persons.

The Nominating and Corporate Governance Committee does not evaluate candidates differently based on who has made the recommendation.

The Nominating and Corporate Governance Committee may hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating candidates;

however, no such consultant or search firm was engaged in the year ended December 31, 2023.

Stockholder Nominees.

The Nominating and Corporate Governance Committee will consider properly submitted stockholder nominees for election to the Board and will apply the same evaluation criteria in considering such nominees as it would to persons nominated under any other circumstances.

Any stockholder nominations proposed for consideration by the Nominating and Corporate Governance Committee should include the nominee’s name and sufficient biographical information to demonstrate that the nominee meets the qualification requirements for board service as set forth under “—Director Qualifications.” The nominee’s written consent to the nomination should also be included with the nomination submission, which should be sent in accordance with the provisions of our bylaws and addressed to:

Barry Berlin, Secretary of the Company, 5956 Sherry Lane, Suite 700, Dallas, Texas 75225.

Additional information regarding submitting stockholder proposals is set forth in our bylaws.

Stockholders may request a copy of our bylaws from the Company’s Secretary, Mr.

Barry Berlin, Secretary of the Company, Creative Media & Community Trust Corporation, 5956 Sherry Lane, Suite 700, Dallas, Texas 75225.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of holdings and transactions in our securities with the SEC.

Executive officers, directors and any person who beneficially owns 10% or more of the shares of any class of our equity securities are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file with the SEC.

Based solely upon a review of these reports, and upon representations from certain of such persons, we believe that all SEC ownership reporting requirements applicable to our directors, executive officers and beneficial owners of more than 10% of our Common Stock were satisfied on a timely basis during and with respect to the fiscal year ended December 31, 2023.

Executive Compensation

The information required by this Item will appear in the Proxy Statement we will deliver to our stockholders in connection with our 2023 Annual Meeting of Stockholders.

Such information is incorporated herein by reference.

Executive Compensation Discussion and Analysis

Compensation Discussion and Analysis

This Compensation Discussion and Analysis relates to compensation paid to the Company’s named executive officers during fiscal year 2023.

2023 Named Executive Officers

The following individuals were our named executive officers during 2023:

David Thompson Chief Executive Officer

Berlin Chief Financial Officer and Secretary;

Executive Vice President and Treasurer

The Company is externally operated by the Operator, an affiliate of CIM Group, L.P.

In addition, CIM Service Provider, LLC (the “Administrator”), a subsidiary of CIM Group, provides certain administrative services to the Company and its subsidiaries.

Berlin was appointed Chief Financial Officer and Secretary of the Company on August 10, 2022.

Thompson, Chief Executive Officer is employed by an affiliate of the Operator and the Administrator and his compensation is determined by, and paid to them directly by, such affiliate.

The Company did not pay Mr.

Thompson any compensation in 2023 and 2022.

Therefore, the compensation of Mr.

Thompson is not discussed in this Compensation Discussion and Analysis.

Berlin has an employment agreement with the Company as described below under “—Potential Payments Upon Termination or Change in Control,” Mr.

Berlin has been jointly employed by the Company and an affiliate of the Operator and the Administrator.

Berlin became the Chief Financial Officer and Secretary of the Company in August 2022.

In addition, during 2022, Mr.

Berlin was the Executive Vice President and Treasurer of the Company, Chief Financial Officer of the Company’s wholly-owned subsidiary lending business and Chief Executive Officer and Chairman of the Board of Directors of that business.

In each of 2023 and 2022, Mr.

Berlin’s compensation was paid by an affiliate of the Operator and the Administrator.

Such affiliate was then reimbursed by the Company.

In each of 2023 and 2022, the amount of the reimbursement was based on Mr.

Berlin’s time spent working on matters pertaining to the lending business of the Company;

in 2022, the amount of the reimbursement was also based on Mr.

Berlin’s role as Executive Vice President and Treasurer of the Company from January 1, 2022 to August 10, 2022 (when Mr.

Berlin assumed the additional role of Chief Financial Officer and Secretary).

In each of 2023 and 2022, such affiliate did not seek reimbursement from the Company for the time that Mr.

Berlin spent in his role as Chief Financial Officer of the Company.

Role of Management and the Board in the Compensation Setting Process

Management of the Company and the Board had no role in setting the compensation of Mr.

Stockholder Advisory Vote

Because stockholders expressed support for the Company’s executive compensation programs in 2023 by approving such programs, on an advisory basis, and because Mr.

Berlin’s terms of employment are governed by the terms of his existing employment agreement, the Compensation Committee did not make any changes to the Company’s executive compensation programs in 2023.

Compensation Policies and Practices in Relation to Risk Management

As of December 31, 2023, the Company had five employees.

Accordingly, the Compensation Committee does not believe that the Company’s compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

Use of Independent Compensation Consultant

The Compensation Committee did not engage the services of an independent compensation consultant in 2023.

Determining 2023 Executive Compensation

As described above, Mr.

Thompson is employed and paid by an affiliate of the Operator and the Administrator and did not receive any compensation from the Company.

Therefore, his 2023 and 2022 compensation is not discussed herein.

In each of 2023 and 2022, as described above under “—2023 Name Executive Officers,” Mr.

Accordingly, the Board did not play a role in determining Mr.

Berlin’s compensation.

2023 Base Salary and Annual Cash Incentive

Berlin’s compensation that was attributable to the time that he spent in his role as Chief Financial Officer of the Company was not borne by the Company but by an affiliate of the Operator and the Administrator as described above under “—2023 Name Executive Officers.” Accordingly, the Board did not play a role in determining Mr.

Berlin’s compensation.

Severance and Change in Control Agreements

Berlin’s employment agreement with the Company provides for a severance payment as specified therein and as described below.

Tax Considerations

Internal Revenue Code Section 162(m) generally limits the deductibility of compensation paid to certain executive officers in excess of $1,000,000 in any one year.

The Compensation Committee was aware of the impact of Internal Revenue Code Section 162(m), but our named executive officers did not receive compensation from the Company in excess of the $1,000,000 limit.

The Compensation Committee will continue to consider the tax consequences when determining named executive officer compensation.

As in the past, the Board, upon the recommendation of the Compensation Committee, reserves the right to make compensation payments that are nondeductible.

Hedging and Pledging Restrictions

The Company believes it is inappropriate for any director, officer or employee of the Company to enter into speculative transactions in the Company’s equity securities.

The Company’s Trading Policy prohibits all such persons, and members of their households or immediate family (spouse and minor children), from engaging in all speculative financial transactions involving securities of the Company, including buying and selling put and call options or engaging in short selling, and hedging transactions with respect to securities of the Company, including purchasing financial instruments or entering into transactions (such as prepaid variable forward contracts, equity swaps, collars and exchange funds) designed to hedge or offset any decrease in the market value of equity securities of the Company.

Holding and exercising options or

other securities granted under any equity incentive plan of the Company are not prohibited by the Company’s Trading Policy.

Additionally, the Company’s Trading Policy permits pledging of securities of the Company only with the approval of an attorney designated by the Company.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee is comprised of two of our independent directors.

Neither of them (1) has at any time served as an officer or employee of the Company or (2) has or had any relationship requiring disclosure pursuant to the SEC’s rules regarding related party transactions (i.e., Item 404(a) of Regulation S-K).

None of our executive officers has served as a director or member of the Compensation Committee of any entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

Compensation Committee Report

The Compensation Committee has furnished the following report.

The information contained in this “Compensation Committee Report” is not to be deemed “soliciting material” or “filed” with the SEC, nor is such information to be incorporated by reference into any future filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filings.

The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with management.

Based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

COMPENSATION COMMITTEE

Douglas Bech, Chairman

Summary Compensation Table

The table below sets forth information concerning compensation of each of our named executive officers for the years ended December 31, 2023 and, 2022, respectively.

As described in the Compensation Discussion and Analysis, Mr.

Thompson is employed by an affiliate of the Operator and the Administrator and his compensation is determined by, and paid to them directly by, such affiliate.

The Company did not pay Mr.

Thompson any compensation in 2023 or 2022.

Berlin has been jointly employed by the Company and an affiliate of the Operator and the Administrator.

Berlin has an employment agreement with the Company, which agreement is described below under “—Potential Payments Upon Termination or Change in Control.” Mr.

Berlin became the Chief Financial Officer and Secretary of the Company in August 2022.

Prior to that, Mr.

Berlin has been the Executive Vice President and Treasurer of the Company since October 2008, Chief Financial Officer of the Company’s wholly-owned subsidiary lending business since 1992 and Chief Executive Officer and Chairman of the Board of Directors of that business since 2020.

In each of 2023 and 2022, Mr.

Berlin’s compensation was paid by an affiliate of the Operator and the Administrator.

Such affiliate was then reimbursed by the Company based on Mr.

Berlin’s time spent working on matters pertaining to the lending business of the Company;

during 2022, such reimbursement also included Mr.

Berlin’s role as Executive Vice President and Treasurer of the Company from January 1, 2022 to August 10, 2022 (when Mr.

Berlin assumed the additional role of Chief Financial Officer and Secretary).

The amount of such reimbursement is provided in the table below.

In each of 2023 and 2022, such affiliate did not seek reimbursement from the Company for the time that Mr.

Berlin spent in his role as Chief Financial Officer of the Company.

Name and Principal Position Year Salary Bonus (2)

Stock Awards All Other Compensation (3)

David Thompson 2023 $ — $ — $ — $ — $ —

Chief Executive Officer 2022 $ — $ — $ — $ — $ —

2023 $ 87,500 $ 50,000 $ — $ 3,833 $ 141,333

Chief Financial Officer and Secretary;

Executive Vice President and Treasurer (1), (3)

2022 $ 91,876 $ 58,770 $ — $ 3,507 $ 154,153

___________________

Berlin was appointed Chief Financial Officer and Secretary of the Company on August 10, 2022.

Please see the disclosure under the first paragraph of “—Summary Compensation Table” regarding the information provided with respect to Mr.

Berlin’s position.

(2) The bonus disclosure for 2022 has been updated to reflect $2,989 of reimbursement to CMCT relating to an amount paid to Mr.

Berlin in 2023 as a discretionary allocation of incentive consideration relating to 2022, which was inadvertently omitted.

(3) See table below for a breakdown of all other compensation.

All other compensation paid to the Company’s named executive officers in the table above consisted of the following:

Name Year Unused Vacation Pay Tax Qualified 401(k) Plan Automobile Allowance Other Total

Berlin 2023 $ — $ 1,688 $ 1,650 $ 495 $ 3,833

Grants of Plan Based Awards

There were no grants of equity or other plan based awards to our named executive officers during 2023.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards held by our named executive officers as of December 31, 2023.

Option Exercises and Stock Vested in 2023

There were no equity awards that were exercised or vested with respect to our named executive officers during the fiscal year ended December 31, 2023.

Potential Payments Upon Termination or Change in Control

Berlin is party to an executive employment agreement (an “Executive Employment Agreement”) with the Company, which became effective upon the consummation of a merger between the Company’s predecessor and a fund managed by an affiliate of the Operator and the Administrator on March 11, 2014.

Under the Executive Employment Agreement, Mr.

Berlin is entitled to a minimum annual salary of $350,000 (provided that, as discussed above under “—Summary Compensation Table,” Mr.

Berlin’s compensation was paid by an affiliate of the Operator and the Administrator).

The Executive Employment Agreement also entitles Mr.

Berlin to health insurance coverage for himself, his wife and his dependent children, and a monthly automobile allowance of $550.

Berlin is unable to perform his services due to illness or total incapacity (to be determined based on standards similar to those utilized by the U.S.

Social Security Administration), the Executive Employment Agreement entitles Mr.

Berlin to receive his full salary for up to one year of such incapacity, reduced by any amounts paid by any Company-provided insurance.

Berlin’s total incapacity continues beyond one year and he is not thereafter able to devote full time to his employment with the Company, then his employment and his Executive Employment Agreement will terminate.

Berlin dies during his employment with the Company before reaching the age of seventy, his estate will be entitled to a payment of two times his annual salary plus unused vacation pay.

The Company-paid amount of such death benefits will be made over the course of twelve months, and will be offset by any amounts paid under any group life insurance issued by the Company.

In the event that Mr.

Berlin’s employment is terminated by the Company for Cause (as defined below), or if Mr.

Berlin resigns his employment with the Company, he will be entitled to receive only his base salary then in effect through the date of termination, and all benefits accrued through the date of termination.

If the Company terminates Mr.

Berlin’s employment without Cause, Mr.

Berlin will be entitled to receive a severance payment in an amount equal to his annual base salary then in effect, to be paid out in a lump sum on the 60th day following his termination date, conditioned upon the execution of a general release of claims.

For purposes of the Executive Employment Agreement, “Cause” means (1) the intentional, unapproved material misuse of corporate funds, (2) professional incompetence or (3) acts or omissions constituting gross negligence or willful misconduct of executive’s obligations or otherwise relating to the business of the Company.

Assuming all vacation days are taken and all reasonable business expenses have been reimbursed, based on the Company’s best estimate, assuming the applicable scenario occurred on December 31, 2023, the Company would have owed Mr.

Berlin $700,000 (representing two times his annual base salary) if he died or $350,000 (representing his annual base salary) if he became disabled or if the Company terminated his employment without Cause.

Pay Versus Performance Table

In accordance with the rules adopted by the SEC, pursuant to the Dodd-Frank Act, the following table and related disclosure provide information about (i) the “total compensation” of our principal executive officer (the “PEO”) and our other named executive officers (the “Other NEOs”) as presented in “—Summary Compensation Table” above (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”) and (iii) certain financial performance measures.

Year Summary Compensation Table Total for PEO (1)

Compensation Actually Paid to PEO (1)

Summary Compensation Table Total for Other NEOs (2)

Average Compensation Actually Paid to Other NEOs (3)

Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4)

Net (Loss) Income

(in thousands)

2023 $ — $ — $ 141,333 $ 141,333 $ 30.33 $ ( 51,456 )

2022 $ — $ — $ 154,153 $ 154,153 $ 37.09 $ 5,945

2021 $ — $ — $ — $ — $ 53.48 $ (851)

___________________

(1) Our PEO for each of 2023, 2022 and 2021 was Mr.

Thompson, our current Chief Executive Office.

As discussed under “—Summary Compensation Table” above, Mr.

Thompson is employed by an affiliate of the Operator and the Administrator and his compensation is determined by, and paid to them directly by, such affiliate.

The Company did not pay Mr.

Thompson any compensation in any of the foregoing years.

(2) Our other NEO for 2023 is Mr.

Berlin and our other NEO for 2022 are Mr.

Berlin, our current Chief Financial Officer and Secretary, and Mr.

Nathan DeBacker, our prior Chief Financial Officer and Secretary.

Our other NEO for 2021 was Mr.

Nathan DeBacker.

DeBacker was employed by an affiliate of the Operator through August 10, 2022 and the Administrator and his compensation was determined by, and paid to them directly by, such affiliate.

The Company did not pay Mr.

DeBacker any compensation in 2022 and 2021.

In each of 2023 and 2022, Mr.

Berlin’s compensation was paid by an affiliate of the Operator and the Administrator.

Such affiliate was then reimbursed by the Company based on Mr.

Berlin’s time spent working on matters pertaining to the lending business of the Company;

during 2022, such reimbursement also included Mr.

Berlin’s role as Executive Vice President and Treasurer of the Company from January

1, 2022 to August 10, 2022 (when Mr.

Berlin assumed the additional role of Chief Financial Officer and Secretary).

The amount of such reimbursement is provided in the table above, consistent with the amount reported in the Summary Compensation Table for the applicable year.

(3) The SCT Amount and the CAP Amounts are the same because Mr.

Berlin did not receive any equity awards or pension benefits as part of his compensation and therefore the adjustments provided by the applicable rules adopted by the SEC do not apply to Mr.

Berlin’s compensation.

(4) Pursuant to applicable SEC disclosure rules, assumes $100 was invested on December 31, 2020.

Description of Relationship Between CAP Amounts and cumulative Total Shareholder Return and Net Income

Berlin became Chief Financial Officer and Secretary of the Company in August 2022.

Prior to that Mr.

Berlin was not a “named executive officer” of the Company.

Berlin becoming Chief Financial Officer and Secretary of the Company, his compensation was no longer charged to the Company for any services that he performed as Chief Financial Officer and Secretary of the Company.

Further, the Company relies on CIM Group for its accounting and finance functions.

As a result, the Company believes that any comparison between CAP Amounts and total shareholder returns or net income is not meaningful.

Director Compensation

The Company uses a combination of cash and share based compensation to attract and retain qualified candidates to serve on the Board.

In setting compensation for the independent directors of the Board, the Compensation Committee considers, among other things, the substantial time commitment on the part of the directors in fulfilling their duties as well as the skill level it requires of directors.

In addition, all members of the Board are reimbursed by the Company for their expenses related to attending meetings of the Board and its committees.

The cash component of each independent director’s compensation is set forth according to the following schedule:

Annual board retainer $55,000

Annual audit committee chairman retainer $20,000

The annual Board retainer and the annual Audit Committee chairman retainer are payable quarterly in advance.

No separate retainer is paid for an independent director’s serving as chair of the Compensation Committee or the Nominating and Corporate Governance Committee.

On an annual basis, each director is expected to receive restricted shares of Common Stock valued at $55,000 on the date of grant (based on the closing price of our Common Stock on the date of the grant).

These shares vest on the anniversary of the grant if the grantee continues to serve as a director of the Company at such time.

The compensation arrangement for each independent director in 2024 is expected to be substantially the same as the annualized compensation arrangement for the independent directors in 2023, which is set forth in the table below:

Director Compensation in 2023

The following table sets forth certain information with respect to our director compensation during the fiscal year ended December 31, 2023:

Douglas Bech $ 55,000 $ 54,999 $ 109,999

John Hope Bryant $ 55,000 $ 54,999 $ 109,999

Marcie Edwards $ 55,000 $ 54,999 $ 109,999

Elaine Wong $ 75,000 $ 54,999 $ 129,999

___________________

(1) Represents the grant date fair value of the restricted shares or share options, as the case may be, for purposes of ASC Topic 718, Compensation—Stock Compensation.

Edwards and Ms.

Wong received a grant of 12,222 restricted shares of Common Stock on August 2, 2023.

The grant date fair value of the restricted shares is based on the per share closing price of our Common Stock on August 2, 2023, which was $4.50.

As of December 31, 2023, each of Mr.

Edwards and Ms.

Wong held 12,222 unvested restricted shares of Common Stock.

Kuba, Ressler and Shemesh did not receive any compensation (other than the reimbursement of expenses related to attending meetings of the Board and its committees) for their service as directors in the year ended December 31, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item regarding security ownership of certain beneficial owners and management will appear in the Proxy Statement we will deliver to our stockholders in connection with our 2023 Annual Meeting of Stockholders.

Such information is incorporated herein by reference.

Information relating to securities authorized for issuance under our equity compensation plans is included in Part II of this Annual Report on Form 10-K under “Item 5—Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”

Directors and Executive Officers

The following table sets forth information regarding the beneficial ownership of our Common Stock, Series A Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”) and Series A1 Preferred Stock, $0.001 par value per share (“Series A1 Preferred Stock”) as of March 22, 2024 by (1) each named executive officer, (2) each current director and (3) all executive officers and directors as a group.

In each case, the percent of class owned reflects the number of shares of Common Stock outstanding as of March 22, 2024.

As of March 22, 2024, no named executive officer or director of the Company owned any Series D Preferred Stock, $0.001 per value per share (“Series D Preferred Stock”).

Common Stock Series A Preferred Stock Series A1 Preferred Stock

Name of Beneficial Owner No.

of Shares Percent of Class No.

of Shares Percent of Class

David Thompson 25,000 * — — — —

Berlin 27,901 * — — — —

Richard Ressler 10,152,921 (1)(2)

44.56 % 568,681 8.22 % 200,000 1.81 %

Avraham Shemesh 10,075,713 (1)(3)

44.22 % 568,681 8.22 % 200,000 1.81 %

Shaul Kuba 10,075,713 (1)(3)

44.22 % 568,681 8.22 % 200,000 1.81 %

Douglas Bech 55,672 * — — — —

Marcie Edwards 26,051 * — — — —

John Hope Bryant 12,222 * — — — —

Elaine Wong 19,968 * — — — —

Directors and Executive Officers as a group (9 persons) 10,410,575 45.69 % 568,681 8.22 % 200,000 1.81 %

___________________

* Less than 1%.

(1) CIM Group, LLC is the indirect sole equity member of each of CIM Urban Sponsor, LLC, CIM CMCT MLP, LLC, CIM Capital Real Property Management, LLC.

and CIM Capital IC Management, LLC.

CIM Capital IC Management, LLC is the investment adviser of CIM Real Assets & Credit Fund.

Because of their positions with CIM Group, LLC, Shaul Kuba, Richard Ressler and Avraham Shemesh, the founders of CIM Group, may be deemed to beneficially own the 9,168,916 shares of Common Stock and 568,681 shares of Series A Preferred Stock owned directly by CIM CMCT MLP, LLC, the 473,033 shares of Common Stock owned directly by CIM Urban Sponsor, LLC, the 388,344 shares of common stock directly owned by CIM Real Assets & Credit Fund and the 200,000 shares of Series A1 Preferred Stock owned directly by CIM Capital Real Property Management, LLC.

Ressler, Shemesh and Kuba have shared voting and investment power over all of these shares.

Each of Messrs.

Ressler, Shemesh and Kuba disclaims beneficial ownership of all of these shares except to the extent of his pecuniary interest therein.

Ressler has sole voting and investment power over 122,628 shares of Common Stock held by a subsidiary of a trust formed by Mr.

Ressler for the benefit of his family members.

(3) Each of Messrs.

Shemesh and Kuba have shared voting and investment power over 45,420 shares of Common Stock held by each of their respective family trusts, with respect to which they were grantors.

Beneficial Owners of More than 5% of our Common Stock

The following table sets forth certain information regarding the beneficial ownership of our Common Stock, Series A Preferred Stock and Series A1 Preferred Stock based on filings with the SEC as of March 22, 2024 by each person known by us to beneficially own more than 5% of our Common Stock.

In each case, the percent of class owned reflects the number of shares of Common Stock outstanding as of March 22, 2024.

Common Stock Series A Preferred Stock Series A1

Preferred Stock

Name and Address of Beneficial Owner No.

of Shares Percent of Class No.

of Shares Percent of

Richard Ressler (1)

10,152,921 (2)

44.56 % 568,681 8.22 % 200,000 1.81 %

Avraham Shemesh (1)

10,075,713 (3)

44.22 % 568,681 8.22 % 200,000 1.81 %

Shaul Kuba (1)

10,075,713 (3)

44.22 % 568,681 8.22 % 200,000 1.81 %

CIM CMCT MLP, LLC (1)

9,168,916 40.24 % — — — —

The 1 8 999 Trust, XYZ LLC, Daniel M.

Negari, The Insight Trust and Michael R.

Ambrose 13D Group 2121 E.

Tropicana Avenue, Suite 2, Las Vegas, Nevada 89119(4) 1,381,045 6.06 % — — — —

___________________

(1) The business address of Messrs.

Ressler, Shemesh and Kuba, for the purposes hereof, and the address of CIM CMCT MLP, LLC, is c/o CIM Group, LLC, 4700 Wilshire Boulevard, Los Angeles, California 90010.

CIM Group , LLC is the indirect sole equity member of each of CIM Urban Sponsor, LLC, CIM CMCT MLP, LLC, CIM Capital Real Property Management, LLC and CIM Capital IC Management, LLC.

CIM Capital IC Management, LLC is the investment adviser of CIM Real Assets & Credit Fund.

Ressler, Shemesh and Kuba have shared voting and investment power over all of these shares.

Each of Messrs.

Ressler, Shemesh and Kuba disclaims beneficial ownership of all of these shares except to the extent of his pecuniary interest therein.

Ressler has sole voting and investment power over 122,628 shares of Common Stock held by a subsidiary of a trust formed by Mr.

Ressler for the benefit of his family members.

(3) Each of Messrs.

Shemesh and Kuba have shared voting and investment power over 45,420 shares of Common Stock held by each of their respective family trusts, with respect to which they were grantors.

(4) This information is based solely upon information contained in a Schedule 13D filed with the SEC on September 27, 2023.

The 1 8 999 Trust directly beneficially owned 624,045 shares of Common Stock.

XYZ, LLC directly beneficially owned 750,000 Shares.

Negari, as trustee of the 1 8 999 Trust and a manager and an owner of XYZ LLC, may be deemed to beneficially own the 624,045 shares of Common Stock beneficially owned by the 1 8 999 Trust and the 750,000 shares of Common Stock beneficially owned by XYZ, LLC.

The Insight Trust directly beneficially owned 7,000 shares of Common Stock.

Ambrose, as trustee of The Insight Trust and an owner of XYZ, LLC, may be deemed to beneficially own the 7,000 shares of Common Stock beneficially owned by The Insight Trust and the 757,000 shares of Common Stock beneficially owned by XYZ, LLC.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will appear in the Proxy Statement we will deliver to our stockholders in connection with our 2023 Annual Meeting of Stockholders.

Such information is incorporated herein by reference.

Transactions with Related Persons

Asset Management and Other Fees to Related Parties

CIM Urban and CIM Capital, LLC, an affiliate of CIM Group (“CIM Capital”) are parties to an Investment Management Agreement pursuant to which CIM Urban engaged CIM Capital to provide certain services to CIM Urban.

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.

The Company and its subsidiaries are parties to a Master Services Agreement with the Administrator pursuant to which the Administrator provides or arranges for other service providers to provide management and administration services to the Company and its subsidiaries.

On January 5, 2022, the Company and certain of its subsidiaries entered into a Fee Waiver (the “Fee Waiver”) with the Operator and the Administrator with respect to fees that are payable to them under the Investment Management Agreement and the Master Services Agreement, respectively.

The Fee Waiver is effective retroactively to January 1, 2022 (the “Effective Date”).

Pursuant to the Fee Waiver, the Administrator agrees to voluntarily waive any fees in excess of those set forth in the Fee Waiver, to the extent it would otherwise have been entitled to such additional compensation under the Master Service Agreement, and the Operator agrees to voluntarily waive any fees in excess of those set forth in the Fee Waiver, to the extent it would otherwise have been entitled to such additional compensation under the Investment Management Agreement.

Following the end of each quarter, the Administrator will deliver to the Company (i) a calculation of the cumulative fees earned by the Operator and the Administrator under the methodology prescribed by the Fee Waiver from the Effective Date through the end of such quarter and (ii) a calculation of the cumulative fees that would have been earned by the Operator and the Administrator during such period under the Master Services Agreement and the Investment Management Agreement without giving effect to the Fee Waiver.

If, in respect of any quarter, the aggregate fees that are payable under the methodology prescribed by the Fee Waiver exceed the aggregate fees that would have been payable under the Master Services Agreement and the Investment Management Agreement, without giving effect to the Fee Waiver, such quarter will be deemed an “Excess Quarter”.

For any quarter following an Excess Quarter, the Company (upon the direction of the independent members of the Board) may, at its option and upon written notice to the Administrator, elect to calculate all fees due to the Administrator and the Operator in accordance with the Master Services Agreement and the Investment Management Agreement, without giving effect to the Fee Waiver, from and after such Excess Quarter.

Any such election by the Company will be irrevocable, and all fees due to the Administrator and the Operator from and after such election will be calculated in accordance with the Master Services Agreement and the Investment Management Agreement, without giving effect to the Fee Waiver.

The fees payable to the Operator and the Administrator are determined as follows under the Fee Waiver.

A base asset management fee (the “Base Fee”) is payable quarterly in arrears to the Operator in an amount equal to an annual rate of 1% (or 0.25% per quarter) of the average of the “Net Asset Value Attributable to Common Stockholders” as of the first and last day of the applicable quarter.

Net Asset Value Attributable to Common stockholders is defined as (a) the sum of the Company’s (1) investments in real estate at fair value, (2) cash, (3) loans receivable at fair value and (4) the book value of the other assets of the Company, excluding deferred costs and net of other liabilities at book value, less (b) the Company’s (i) debt at face value, (ii) outstanding preferred stock at stated value, and (iii) non-controlling interests at book value;

provided, that, non-controlling interests in any UPREIT operating partnership relating to the Company shall not be excluded.

It is likely that the Company will seek to pay some or part of the Base Fee due to the Operator in 2022 in shares of Series A Preferred Stock.

Incentive Fee:

A revised incentive fee (the “Revised Incentive Fee”) is payable quarterly in arrears to the Administrator with respect to the quarterly core funds from operations in excess of a quarterly threshold equal to 1.75% (i.e., 7.00% on an annualized basis) of the Company’s “Adjusted Common Equity” (as defined below) for such quarter (“Excess Core FFO”) as follows:

(i) no Incentive Fee in any quarter in which the Excess Core FFO is $0;

(ii) 100% of any Excess Core FFO up to an amount equal to the product of (x) the average of the Adjusted Common Equity as of the first and last day of the applicable quarter and (y) 0.4375%;

and (iii) 20% of any Excess Core FFO thereafter.

Revised Incentive Fees payable for any partial quarter will be appropriately prorated.

“Adjusted Common Equity” means Common Equity plus Excluded Depreciation and Amortization.

“Common Equity” means Total Stockholders’ Equity minus Excluded Equity.

“Total Stockholders’ Equity” means the amount reflected as total stockholders’ equity in accordance with GAAP on the consolidated balance sheet of the Company and its subsidiaries as of the last day of a given quarter.

“Excluded Equity” means the sum of all preferred securities of the Company and its subsidiaries classified as permanent equity in accordance with GAAP on the

consolidated balance sheet of the Company and its subsidiaries as of the last day of a given quarter.

“Excluded Depreciation and Amortization” means, for a given quarter, the amount of all accumulated depreciation and amortization of (i) the Company and its subsidiaries and (ii) to the extent allocable to the Company and its subsidiaries, the unconsolidated affiliates, in each case as of the last day of such quarter that corresponds to the periodic depreciation and amortization expense calculated in each case in accordance with GAAP that is a permitted add back to net income calculated in accordance with GAAP when calculating funds from operations.

Capital Gains Fee:

A capital gains fee (the “Capital Gains Fee”) is payable quarterly in arrears to the Administrator in an amount equal to (i) 15% of the cumulative aggregate realized capital gains minus the cumulative aggregate realized capital losses (in each case since the Effective Date), minus (ii) the aggregate capital gains fees paid since the Effective Date.

Realized capital gains and realized capital losses are calculated by subtracting from the sales price of a property:

(a) any costs incurred to sell such property, and (b) the current gross value of the property (meaning the property’s original acquisition price plus any subsequent, non-reimbursed capital improvements thereon paid for by the Company).

For the years ended December 31, 2023 and 2022, the Operator earned asset management fees of $2.6 million and $3.6 million, respectively.

The Company issued to the Operator 110,285 shares of Series A1 Preferred Stock in lieu of cash payment for the asset management fees incurred during the nine months ended September 30, 2022.

Affiliates of CIM Group (collectively, the “CIM Management Entities”) 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 $2.1 million and $1.7 million for the year ended December 31, 2023 and 2022, respectively.

The Company also reimbursed the CIM Management Entities $5.8 million and $2.8 million during the year ended December 31, 2023 and 2022, respectively, for onsite management costs incurred on behalf of the Company, which are included in rental and other property operating expenses.

The CIM Management Entities earned leasing commissions of $101,000 and $794,000 for the year ended December 31, 2023 and 2022, respectively, which were capitalized to deferred charges.

For the year ended December 31, 2023 and 2022, the CIM Management Entities earned construction management fees of $308,000 and $398,000, respectively, and were reimbursed $1.3 million and $0 million, respectively, for development management reimbursements.

The construction management fees and development management reimbursements were capitalized to investments in real estate.

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, for fiscal quarters prior to April 1, 2020, the Company 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.

For the year ended December 31, 2020, we issued to the Administrator 11,273 shares of Series A Preferred Stock in lieu of cash as payment of the Base Service Fee in respect of the first fiscal quarter.

On May 11, 2020, the Master Services Agreement was amended to replace the Base Service Fee with an incentive fee pursuant to which the Administrator was entitled to receive, on a quarterly basis, 15.00% of the Company’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 the Company’s average adjusted common stockholders’ equity (i.e., common stockholders’ equity plus accumulated depreciation and amortization) for such quarter.

The amendment was effective as of April 1, 2020 and was further modified by the Fee Waiver described above.

No such incentive fee was paid by the Company.

In addition, pursuant to the terms of the Master Services Agreement, the Administrator may receive compensation and/or reimbursement for performing certain services for the Company and its subsidiaries that are not covered by the Base Service Fee or the incentive fee arrangement in place between May 11, 2020 and January 5, 2022, as the case may be.

During the year ended December 31, 2023 and 2022, such services performed by the Administrator and its affiliates included accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources, corporate communications, operational and on-going support in connection with the Company’s offering of Preferred Stock.

The Company will also reimburse the

Administrator for the Company’s share of broken deal expenses that are incurred by the Administrator and its affiliates (i.e., fees and expenses relating to investments that could have been made by the Company but that the Company did not make and/or transactions that could have been executed by the Company but the Company did not consummate, including fees and expenses associated with performing due diligence review and negotiating the terms of such investments or transactions).

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 the Company and its subsidiaries).

For the year ended December 31, 2023 and 2022, we expensed $2.3 million and $1.9 million, respectively, for such services, which are included in expense reimbursements to related parties—corporate.

The Company is a party to a Staffing and Reimbursement Agreement with CIM SBA Staffing, LLC, an affiliate of CIM Group, and our subsidiary, PMC Commercial Lending, LLC.

The agreement provides that CIM SBA will provide personnel and resources to the Company and the Company will reimburse CIM SBA Staffing, LLC for the costs and expenses of providing such personnel and resources.

For the year ended December 31, 2023 and 2022, the Company incurred expenses related to services subject to reimbursement by the Company under the agreement of $2.6 million and $1.9 million, respectively, for each such year, in each case included as expense reimbursements to related parties – lending segment.

CCO Capital, LLC (“CCO Capital”) became the exclusive dealer manager for the Company’s public offering of the Series A Preferred Stock and Series A Preferred Warrants effective as of May 31, 2019.

CCO Capital is a registered broker dealer and is under common control with the Operator and the Administrator.

The Company’s offering of the Series A Preferred Warrants 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 acted as the exclusive dealer manager for the Company’s public offering of its Series A Preferred Stock and Series D Preferred Stock.

The Second Amended and Restated Dealer Manager Agreement was subsequently amended by the Company and CCO Capital to address changes to, among other things, selling commissions and dealer manager fees.

On June 16, 2022, the Company entered into the Third Amended and Restated Dealer Manager Agreement, pursuant to which CCO Capital has been acting as the exclusive dealer manager for the Company’s public offering of its Series A1 Preferred Stock.

Thereunder, the Company agreed to compensate CCO Capital, as the dealer manager for the offering, as follows:

(1) a dealer manager fee of up to 3.00% of the selling price of each share of Series A1 Preferred Stock sold and (2) selling commissions of up to 7.00% of the selling price of each share of Series A1 Preferred Stock sold.

The Company has been informed that CCO Capital generally reallows 100% of the selling commissions on sales of Series A1 Preferred Stock and generally reallows substantially all of the dealer manager fee on sales of Series A1 Preferred Stock to participating broker-dealers.

In addition, pursuant to the Third Amended and Restated Dealer Manager Agreement, CCO Capital will no longer solicit or make any offers for the sale of shares of Series A Preferred Stock or Series D Preferred Stock.

In connection with the offering of the Series A Units, Series A Preferred Stock and Series D Preferred Stock, at December 31, 2023 and 2022, $2.5 million and $2.3 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, of which $61,000 and $17,000, respectively, was included in due to related parties.

CCO Capital incurred non-issuance specific costs of $623,000 and $689,000 for the year ended December 31, 2023 and 2023, respectively.

At December 31, 2023 and 2022, upfront dealer manager and trailing dealer manager fees of $283,000 and $454,000, respectively, were included in due to related parties.

CCO Capital earned upfront dealer manager and trailing dealer manager fees of $1.4 million and $2.0 million for the year ended December 31, 2023 and 2022, respectively.

Investments with Affiliates of CIM Group

In February 2022, the Company invested with a CIM-managed separate account (the “1910 Sunset JV Partner”) in a joint venture (the “1910 Sunset JV”) which purchased an office property in Los Angeles, California for a gross purchase price of approximately $51.0 million, of which the Company initially contributed approximately $22.4 million and the 1910 Sunset JV Partner initially contributed the remaining balance.

In February 2023, the Company a CIM-managed interval fund (the “1902 Park JV Partner”) invested in a joint venture (the “1902 Park JV”) which purchased a multifamily property in the Echo Park neighborhood of Los Angeles, California for a gross purchase price of $19.1 million.

The Company owns 50% of the 1902 Park JV.

In connection with the closing in February 2023, the 1902 Park JV obtained financing of $9.6 million through the 1902 Park Mortgage Loan.

The Company and the 1902 Park JV Partner both initially contributed $6.6 million to the 1902 Park JV.

In October 2023, the Company and a co-investor affiliate of CIM Group (the “1015 N Mansfield JV Partner”) acquired from an unrelated third party a 100% fee-simple interest in a plot of land located in the Sycamore media district of Los Angeles, California for a gross purchase price of $18.0 million (excluding transaction costs (the “1015 N Mansfield JV”)).

The property has a site area of approximately 44,141 square feet and contains a parking garage that has been leased to a third-party tenant.

The site is being evaluated for different creative office development options.

The Company owns 28.8% of the 1015 N Mansfield JV.

During the year ended December 31, 2023, the Company acquired an interest in four assets from entities indirectly wholly owned by a fund that is managed by affiliates of CIM Group for $282.9 million, excluding transactions costs.

On May 15, 2019, an affiliate of 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 (“4750 Wilshire”).

The lease was amended on August 7, 2019 to reduce the rentable square feet to approximately 30,000 rentable square feet.

In February 2023, the Company sold an 80% interest in 4750 Wilshire and now holds its retained 20% interest in the property through an Unconsolidated Joint Venture (the “4750 Wilshire JV”).

Prior to the sale, for the three months ended March 31, 2023, the Company recorded rental and other property income related to this tenant of $194,000, and for the year ended December 31, 2022, recorded rental and other property income from the tenant of $1.5 million.

For the year ended December 31, 2023, the Company’s share of the income from the tenant earned by the 4750 Wilshire JV was $170,000.

Review, Approval and Ratification of Transactions with Related Persons

The Board has adopted a written related person transaction policy.

Under the policy, a “Related Person Transaction” includes certain transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant, and in which a related person had, has or will have a direct or indirect material interest.

A “Related Person” is:

Any person who was in any of the following categories during the applicable period:

• a director or nominee for director;

• any executive officer;

• any immediate family member of a director or executive officer, or of any nominee for director, which means any child, stepchild, parent, stepparent, spouse, sibling, mother in law, father in law, son in law, daughter in law, brother in law, or sister in law of the director, executive officer, or nominee for director and any person (other than a tenant or employee) sharing the household of such security holder.

Any person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest occurred or existed:

• any person who is known to the Company to be the beneficial owner of more than 5% of our shares;

• any immediate family member of any such security holder, which means any child, stepchild, parent, stepparent, spouse, sibling, mother in law, father in law, son in law, daughter in law, brother in law, or sister in law of such security holder and any person (other than a tenant or employee) sharing the household of such security holder.

A person who has a position or relationship within a firm, corporation or other entity that engages in a transaction with the Company will not be deemed to have an “indirect material interest” within the meaning of “Related Person Transaction” when:

The interest arises only:

• from such person’s position as a director of another corporation or organization that is a party to the transaction;

• from the direct or indirect ownership by such person and all other persons specified in the definition of “Related Person” in the aggregate of less than 10% equity interest in another person (other than a partnership) which is a party to the transaction;

• from both such position and ownership;

• from such person’s position as a limited partner in a partnership in which the person and all other persons specified in the definition of “Related Person” have an interest of less than 10%, and the person is not a general partner of and does not hold another position in the partnership.

Each of the Company’s executive officers is encouraged to help identify any potential Related Person Transaction.

If a new Related Person Transaction is identified, it will initially be brought to the attention of the Chief Financial Officer, who will then prepare a recommendation to the Board and/or a committee thereof regarding whether the proposed transaction is reasonable and fair to the Company.

A committee comprised solely of independent directors, who are also independent of the Related Person Transaction in question, will determine whether to approve a Related Person Transaction.

In general, the committee will only approve or ratify a Related Person Transaction if it determines, among other things, that the Related Person Transaction is reasonable and fair to the Company.

Independence of Directors

Under the corporate governance standards of Nasdaq, a majority of the members of the Board must be independent.

In making independence determinations, the Board observes all criteria for independence established by the SEC and Nasdaq.

As part of such review, the Board considers transactions and relationships between each director or any member of his or her immediate family and the Company, including (if applicable) those reported under “Related Person Transactions.” The purpose of such review is to determine whether any such relationships or transactions are inconsistent with a determination that a director is independent.

Based on the foregoing, the Board has determined that each of Messrs.

Bech and Bryant and Ms.

Edwards and Ms.

Wong are independent directors.

Principal Accountant Fees and Services

The information required by this Item will appear in the Proxy Statement we will deliver to our stockholders in connection with our 2023 Annual Meeting of Stockholders.

Such information is incorporated herein by reference.

Principal Accounting Firm Fees

Aggregate fees for services rendered to the Company for the years ended December 31, 2023 and 2022 by the Company’s principal accounting firm for such years, Deloitte & Touche, LLP (“Deloitte”), were as follows:

Year Ended December 31,

Type of Service

Audit fees (1)

$ 749,625 $ 751,625

Audit-related fees

92,964 179,941

All other fees — —

$ 842,589 $ 931,566

___________________

(1) Audit fees consisted of professional services performed in connection with (i) the audit of the Company’s annual financial statements and internal control over financial reporting, (ii) the statutory audits of the financial statements of two subsidiaries of the Company in 2023 and 2022, (iii) the review of financial statements included in its Quarterly Reports on Form 10-Q, (iv) procedures related to consents and assistance with and review of documents filed with the SEC, (v) other services related to (and necessary for) the audit of the Company’s financial statements and (vi) agreed-upon-procedures in 2023 in connection with a securitization completed by the lending division of the Company in 2023.

Pre‑Approval Policies

The Audit Committee’s charter requires review and pre-approval by the Audit Committee of all audit and permissible non-audit services provided by our outside auditors.

The Audit Committee pre-approved all audit services provided by our outside auditors during fiscal years 2023 and 2022 and the fees paid for such services.

The Audit Committee may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the independent auditors, provided that any such approvals are presented to the Committee at its next scheduled meeting.

Exhibits and Financial Statement Schedules

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4 to the Form S-11 Registration Statement (333-218019) filed with the SEC on November 15, 2017).

3.6 Articles Supplementary , designating the Series A1 Preferred Stock (incorporated by reference to Exhibit 3.

1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 16 , 202 2 ).

3.6 Articles Supplementary, designating the Series A1 Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 16, 2022).

3.7 Bylaws of Creative Media & Community Trust Corporation (incorporated by reference to Exhibit 3.6 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 16, 2022).

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4.8 Form of Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-11 filed with the SEC on June 29, 2016).

+10.1 2015 Equity Incentive Plan (incorporated by reference to Annex A to the Registrant's Definitive Proxy Statement related to its 2015 annual meeting of stockholders, as filed with the SEC on April 17, 2015).

+10.1 2015 Equity Incentive Plan (incorporated by reference to Exhibit A to the Registrant's Definitive Proxy Statement related to its 2015 annual meeting of stockholders, as filed with the SEC on Apr il 17, 2015).

+10.2 Amended and Restated Executive Employment Contract with Barry N.

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10.10 Third Amended and Restated Dealer Manager Guaranty, dated as of June 16, 2022, by and among Creative Media & Community Trust Corporation, CIM Service Provider, LLC and CCO Capital, LLC (incorporated by reference to Exhibit 1.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 16, 2022).

10.11 Second Amended and Restated Agreement of Limited Partnership of CIM Urban Partners, L.P., dated as of December 22, 2005, by and among CIM Urban Partners GP, Inc.

and CIM Urban REIT, LLC (incorporated by reference to Exhibit 10.17 to the Registrant's Annual Report on Form 10-K filed with the SEC on March 16, 2015).

Credit Agreement, dated as of December 16, 2022, by and among certain subsidiary borrowers of Creative Media & Community Trust Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 20 , 2022).

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and PMC Properties, Inc.

(incorporated by reference to Exhibit 1 .1 to the Registrant’s Current Report on Form 8‑K filed with the SEC on January 6, 2023 )

(incorporated by reference to Exhibit 1 0.17 to the Registrant’s Current Report on Form 10 ‑K filed with the SEC on March 16, 2022 )

Equity Interest Purchase and Sale Agreement, dated as of January 31, 2023, by and between Jack London Square Development (Oakland) Holdings, LLC and Channel House (Oakland) Owner, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8‑K filed with the SEC on February 3, 2023)

10.20 Equity Interest Purchase and Sale Agreement, dated as of January 31, 2023, by and between 466 Water Street (Oakland) Holdings, LLC, and Parcel D 466 Water Street (Oakland) Owner, LLC (incorporated by reference to Exhibit 10.

2 to the Registrant’s Current Report on Form 8‑K filed with the SEC on February 3, 2023)

10.21 Equity Interest Purchase and Sale Agreement, dated as of January 31, 2023, by and between JLS F-3 (Oakland) Holdings, LLC, and Parcel F-3 (Oakland) Owner, LLC (incorporated by reference to Exhibit 10.

3 to the Registrant’s Current Report on Form 8‑K filed with the SEC on February 3, 2023)

10.22 Equity Interest Purchase and Sale Agreement, dated as of January 31, 2023, by and between 1100 Clay Venture Holdings, LLC and CMCT 1100 Clay (Oakland) Owner, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8‑K filed with the SEC on February 29 , 2023)

*10.23 Amended And Restated Limited Liability Company Operating Agreement of 4750 Co-Investor, LLC

Equity Interest Purchase and Sale Agreement, dated as of January 31, 2023, by and between 466 Water Street (Oakland) Holdings, LLC, and Parcel D 466 Water Street (Oakland) Owner, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8‑K filed with the SEC on February 3, 2023)

Equity Interest Purchase and Sale Agreement, dated as of January 31, 2023, by and between JLS F-3 (Oakland) Holdings, LLC, and Parcel F-3 (Oakland) Owner, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8‑K filed with the SEC on February 3, 2023)

Equity Interest Purchase and Sale Agreement, dated as of January 31, 2023, by and between 1100 Clay Venture Holdings, LLC and CMCT 1100 Clay (Oakland) Owner, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8‑K filed with the SEC on March 29, 2023)

Amended a nd Restated Limited Liability Company Operating Agreement of 4750 Co-Investor, LLC (incorporated by reference to Exhibit 10.23 to the Registrant's Form 10-K filed with the SEC on March 31, 2023)

Amended and Restated Agreement of Limited Partnership of CIM Urban Partners, L.P.

Exchange Agreement, dated as of March 28, 2024, by and among Creative Media & Community Trust Corporation, CMCT NAV REIT and CIM Urban Partners, L.P.

Amendment to 2015 Equity Compensation Plan (incorporated by reference to Appendix A to the Registrant's Definitive Proxy Statement related to its 2023 annual meeting of stockholders, as filed with the SEC on June 21, 2023)

*21.1 Subsidiaries of the Registrant.

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*32.2 Section 906 Officer Certification-Chief Financial Officer.

Creative Media & Community Trust Corporation Clawback Policy dated October 31, 2023

* Filed herewith.

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Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Creative Media & Community Trust Corporation

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Management concluded that the carrying value of the assets were recoverable and therefore were not subjected to a discounted cash flow analysis.

Estimates and assumptions used for the undiscounted future cash flows of the office property include rental rates, lease-up period, growth rates, holding period, occupancy, capital expenditures and terminal capitalization rates.

We identified the determination of impairment indicators for investments in real estate and certain assumptions used for the undiscounted future cash flows of the properties as a critical audit matter because of (1) the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of investments in real estate assets may not be recoverable and (2) for those investments in real estate where indications of impairment have been identified, the significant estimates and assumptions management makes to evaluate whether the undiscounted future cash flows expected to be generated over the life of the asset exceed the carrying amount of the property, including those related to rental rates, lease-up period, growth rates, holding period, occupancy, capital expenditures and terminal capitalization rates.

This required a high degree of auditor judgment and an increased extent of effort , including the need to involve our fair value specialists, when performing audit procedures to evaluate (1) whether management appropriately identified impairment indicators and (2) the reasonableness of management’s assumptions related to rental rates, lease-up period, growth rates, holding period, occupancy, capital expenditures and terminal capitalization rates for the undiscounted future cash flows analysis.

Estimates and assumptions used for the

undiscounted future cash flows of the properties include rental rates, lease-up period, growth rates, estimated holding period, occupancy, capital expenditures and terminal capitalization rates.

We identified the determination of impairment indicators for investments in real estate and certain assumptions used for the undiscounted future cash flows of the properties as a critical audit matter because of (1) the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of investments in real estate assets may not be recoverable and (2) for those investments in real estate where indications of impairment have been identified, the significant estimates and assumptions management makes to evaluate whether the undiscounted future cash flows expected to be generated over the life of the asset exceed the carrying amount of the property, including those related to rental rates, lease-up period, growth rates, estimated holding period, occupancy, capital expenditures and terminal capitalization rates.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate (1) whether management appropriately identified impairment indicators and (2) the reasonableness of management’s assumptions related to rental rates, lease-up period, growth rates, estimated holding period, occupancy, capital expenditures and terminal capitalization rates for the undiscounted future cash flows analysis.

How the Critical Audit Matter Was Addressed in the Audit

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In addition, we evaluated whether factors were identified in the current period that may result in a change to assumptions used in the undiscounted cash flow models.

• We evaluated whether the assumptions used in the Company’s undiscounted model relating to rental rates, lease-up period, growth rates, holding period, occupancy, capital expenditures and terminal capitalization rates were consistent with evidence obtained in other areas of the audit.

• For properties in which we identified a change in expected holding period or the property was more likely than not to be disposed, we obtained the Company’s analysis to determine whether the expected proceeds were less than the carrying value.

• With the assistance of our fair value specialists, we evaluated the undiscounted cash flow analysis, including office asset estimates of rental rates, lease-up periods, growth rates, holding period, capital expenditures and terminal capitalization rates by (1) evaluating the source of information and assumptions used by management and (2) testing the mathematical accuracy of the undiscounted cash flow analysis.

• We selected certain office and multifamily properties to evaluate whether the assumptions used in the Company’s undiscounted model relating to rental rates, lease-up period, growth rates, estimated holding period, occupancy, capital expenditures and terminal capitalization rates were consistent with evidence obtained in other areas of the audit, including actual historical results.

• With the assistance of our fair value specialists, we evaluated the inputs included in the undiscounted cash flow analysis, including estimated rental rates, lease-up periods, growth rates, holding period, capital expenditures and terminal capitalization rates by (1) evaluating the source of information and assumptions used by management (2) comparing the inputs included in the undiscounted cash flow analysis to market data and (3) testing the mathematical accuracy of the undiscounted cash flow analysis.

• We evaluated the reasonableness of management’s undiscounted cash flow analysis by comparing management’s projections to the Company’s historical results and external market sources.

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Investments in real estate, net $ 704,762 $ 502,006

Investment in unconsolidated entity 12,381 —

Investments in unconsolidated entities 33,505 12,381

Cash and cash equivalents 19,290 46,190

Restricted cash 24,938 11,290

Loans receivable, net 62,547 73,543

Loans receivable, net (Note 5) 57,005 62,547

Accounts receivable, net 5,347 3,780

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34,611,501 and 35,438,752 shares authorized as of December 31, 2023 and December 31, 2022, respectively;

693,741 shares issued and outstanding as of December 31, 2022 and 1,633,965 and 1,631,965 shares issued and outstanding, respectively, as of December 31, 2021;

no shares issued and outstanding as of December 31, 2023 and 693,741 shares issued and outstanding as of December 31, 2022;

liquidation preference of $ 25.00 per share, subject to adjustment

15,697 37,782

Series A cumulative redeemable preferred stock, $ 0.001 par value;

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Series A1 cumulative redeemable preferred stock, $ 0.001 par value;

27,990,070 shares authorized;

5,966,077 and 5,956,147 shares issued and outstanding, respectively, as of December 31, 2022 and no shares issued, outstanding, or authorized as of December 31, 2021;

liquidation preference of $ 25.00 per share, subject to adjustment

Series D cumulative redeemable preferred stock, $ 0.001 par value;

27,904,974 and 27,990,070 shares authorized as of December 31, 2023 and December 31, 2022, respectively;

56,857 and 48,857 shares issued and outstanding, respectively, as of December 31, 2022 and 56,857 shares issued and outstanding as of December 31, 2021;

10,473,369 and 10,378,343 shares issued and outstanding, respectively, as of December 31, 2023 and 5,966,077 and 5,956,147 shares issued and outstanding, respectively, as of December 31, 2022;

liquidation preference of $ 25.00 per share, subject to adjustment

Series L cumulative redeemable preferred stock, $ 0.001 par value;

256,935 147,514

Series D cumulative redeemable preferred stock, $ 0.001 par value;

26,991,590 and 26,992,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively;

No shares issued and outstanding, respectively, as of December 31, 2022 and 8,080,740 and 5,387,160 shares issued and outstanding as of December 31, 2021;

56,857 and 48,447 shares issued and outstanding, respectively, as of December 31, 2023 and 56,857 and 48,857 shares issued and outstanding as of December 31, 2022;

liquidation preference of $ 25.00 per share, subject to adjustment

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Total Expenses 170,163 94,994

Income from unconsolidated entity 164 —

INCOME BEFORE PROVISION FOR INCOME TAXES 7,076 2,141

(Loss) income from unconsolidated entities ( 427 ) 164

Gain on sale of real estate (Note 3) 1,104 —

(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES ( 50,228 ) 7,076

Provision for income taxes 1,228 1,131

NET INCOME (LOSS) 5,945 ( 851 )

Net (income) loss attributable to noncontrolling interests ( 27 ) 1

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY 5,918 ( 850 )

NET (LOSS) INCOME ( 51,456 ) 5,945

Net loss (income) attributable to noncontrolling interests 2,971 ( 27 )

NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY ( 48,485 ) 5,918

Redeemable preferred stock dividends declared or accumulated (Note 11) ( 25,731 ) ( 18,558 )

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Stock based compensation expense 30,984 — — — 202 — 202 — 202

Repurchase of common stock ( 662,462 ) ( 1 ) — — ( 4,714 ) — ( 4,715 ) — ( 4,715 )

Common dividends ($ 0.340 per share)

— — — — — ( 7,838 ) ( 7,838 ) — ( 7,838 )

Dividends to holders of Series A Preferred Stock ($ 1.375 per share)

Issuance of A1 Preferred Stock — — 5,966,077 147,761 ( 12,370 ) — 135,391 — 135,391

Redemptions of Series A1 Preferred Stock — — ( 9,930 ) ( 247 ) 23 ( 3 ) ( 227 ) — ( 227 )

Dividends to holders of A1 Preferred Stock ($ 1.125 per share)

— — — — — ( 2,463 ) ( 2,463 ) — ( 2,463 )

Issuance of Series D Preferred Stock — — 37,712 923 ( 30 ) — 893 — 893

Redemptions of Series D Preferred Stock — — ( 8,000 ) ( 196 ) 7 9 ( 180 ) — ( 180 )

Dividends to holders of Series D Preferred Stock ($ 1.413 per share)

— — — — — ( 62 ) ( 62 ) — ( 62 )

Repurchase and Redemption of Series L Preferred Stock — — ( 5,387,160 ) ( 152,834 ) 14,270 ( 12,692 ) ( 151,256 ) — ( 151,256 )

Dividends to holders of Series L Preferred Stock ($ 1.560 per share)

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Redemption of Series A Preferred Stock — — ( 336,753 ) ( 8,381 ) 789 ( 440 ) ( 8,032 ) — ( 8,032 )

Issuance of Common Stock 8,521,589 9 — — 76,912 — 76,921 — 76,921

Net loss — — — — — ( 850 ) ( 850 ) ( 1 ) ( 851 )

Dividends to holders of Series A Preferred Stock ($ 1.375 per share)

— — — — — ( 8,700 ) ( 8,700 ) — ( 8,700 )

— — — — — 5,918 5,918 27 5,945

Balances, December 31, 2022 22,737,853 $ 23 13,570,353 $ 337,762 $ 861,721 $ ( 837,846 ) $ 361,660 $ 373 $ 362,033

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Balances, December 31, 2022

22,737,853 $ 23 13,570,353 $ 337,762 $ 861,721 $ ( 837,846 ) $ 361,660 $ 373 $ 362,033

Cumulative-effect adjustment upon adoption of ASU 2016-13 (Note 2)

— — — — — ( 619 ) ( 619 ) — ( 619 )

Contributions to noncontrolling interests — — — — — — — 5,002 5,002

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Stock based compensation expense 48,888 — — — 183 — 183 — 183

Repurchase of common stock ( 662,462 ) ( 1 ) — — ( 4,714 ) — ( 4,715 ) — ( 4,715 )

Common dividends ($ 0.340 per share)

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— — — — — ( 69 ) ( 69 ) — ( 69 )

Repurchase and Redemption of Series L Preferred Stock — — ( 5,387,160 ) ( 152,834 ) 14,270 ( 12,692 ) ( 151,256 ) — ( 151,256 )

Dividends to holders of Series L Preferred Stock ($ 1.560 per share)

— — — — — ( 7,329 ) ( 7,329 ) — ( 7,329 )

Reclassification of Series A Preferred stock to permanent equity — — 690,171 17,161 ( 1,545 ) — 15,616 — 15,616

Redeemable Preferred Stock deemed dividends — — — — — ( 19 ) ( 19 ) — ( 19 )

Redemption of Series A Preferred Stock — — ( 823,681 ) ( 20,505 ) 1,735 ( 1,412 ) ( 20,182 ) — ( 20,182 )

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— — — — — ( 10,830 ) ( 10,830 ) — ( 10,830 )

Net income — — — — — 5,918 5,918 27 5,945

— — — — — ( 48,485 ) ( 48,485 ) ( 2,971 ) ( 51,456 )

Balances, December 31, 2023

22,786,741 $ 23 17,858,629 $ 443,829 $ 852,476 $ ( 921,925 ) $ 374,403 $ 2,366 $ 376,769

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

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ 5,945 $ ( 851 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net (loss) income $ ( 51,456 ) $ 5,945

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization, net 52,669 20,497

Change in fair value of swaps ( 539 ) —

Gain on sale of real estate ( 1,104 ) —

Amortization of deferred loan costs 2,286 1,066

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Amortization of deferred costs and accretion of fees on loans receivable, net ( 404 ) ( 688 )

Write-offs (recoveries) of uncollectible receivables 259 ( 82 )

Write-offs of uncollectible receivables 299 259

Deferred income taxes 42 ( 3 )

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Commitment fees remitted and other operating activity ( 742 ) ( 1,086 )

Return on investment from unconsolidated entity 164 —

Return on investment from unconsolidated entities

Changes in operating assets and liabilities:

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Acquisition of real estate ( 96,731 ) ( 10,787 )

Proceeds from sale of real estate, net 33,304 —

Investment in unconsolidated entity ( 14,279 ) ( 22,652 )

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CASH FLOWS FROM FINANCING ACTIVITIES:

Payment of unsecured revolving lines of credit, revolving credit facilities, mortgages payable, term notes and principal on SBA 7(a) loan-backed notes ( 182,700 ) ( 157,910 )

Proceeds from unsecured revolving lines of credit, revolving credit facilities and term notes 166,230 35,396

Payment of revolving credit facilities, mortgages payable, term notes and principal on SBA 7(a) loan-backed notes ( 278,347 ) ( 182,700 )

Proceeds from revolving credit facilities, term notes and mortgages 334,882 166,230

Proceeds from SBA 7(a) loan-backed notes 54,141 —

Payment of principal on secured borrowings ( 2,972 ) ( 692 )

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Payment of common dividends ( 7,732 ) ( 7,658 )

Proceeds from issuance of Common Stock — 78,825

Payment of Common Stock offering costs — ( 1,900 )

Repurchase of Common Stock — ( 4,715 )

Net proceeds from issuance of Preferred Stock 103,228 148,007

Repurchase of Series L Preferred Stock — ( 67,417 )

Payment of preferred stock dividends ( 29,500 ) ( 24,327 )

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Year Ended December 31,

Repurchase of Series L Preferred Stock ( 67,417 ) —

Redemption of Preferred Stock ( 106,146 ) ( 8,527 )

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Noncontrolling interests’ contributions — 5

Net cash provided by (used in) financing activities 13,693 ( 43,584 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 23,829 ( 9,998 )

Net cash provided by financing activities 63,446 13,693

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ( 13,252 ) 23,829

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:

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Accrued capital expenditures, tenant improvements and real estate developments $ 1,502 $ 3,859

Proceeds from the sale of real estate committed but not yet received $ 1,096 $ —

Other amounts due from Unconsolidated Joint Venture partners included in other assets $ 1,445 $ —

Non-cash contributions to Unconsolidated Joint Venture $ 8,600 $ —

Accrued deferred costs $ — $ 22

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Reclassification of Series A Preferred Stock from temporary equity to permanent equity $ 15,616 $ 37,766

Mortgage notes assumed in connection with our acquisition of real estate $ 181,318 $ —

Reclassification of Preferred Stock from permanent equity to accounts payable $ — $ 83,838

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Accrued Redeemable Preferred Stock fees $ 282 $ 450

Acquisition of noncontrolling interests $ 5,002 $ —

Equity-based payment for management fees $ — $ 5,000

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ORGANIZATION AND OPERATIONS

Creative Media & Community Trust Corporation (formerly known as CIM Commercial Trust Corporation) (the “Company”), is a Maryland corporation and real estate investment trust (“REIT”).

Creative Media & Community Trust Corporation (the “Company”), is a Maryland corporation and real estate investment trust (“REIT”).

The Company primarily acquires, develops, owns and operates both premier multifamily properties situated in vibrant communities throughout the United States and Class A and creative office real assets in markets with similar business and employment characteristics to its multifamily investments.

The Company also owns one hotel in northern California and a lending platform that originates loans under the Small Business Administration (“SBA”) 7(a) loan program.

The Company seeks to apply the expertise of CIM Group, L.P.

(“CIM Group”) to the acquisition, development and operation of premier multifamily properties and creative office assets that cater to rapidly growing industries such as technology, media and entertainment in vibrant and emerging communities throughout the United States.

Subsequent to December 31, 2022, the Company acquired two multifamily properties in Oakland, California and acquired a 50 % interest in a multifamily property in.Los Angeles, California (see Note 18 for more details).

The Company seeks to apply the expertise of CIM Group Management, LLC and its affiliates (collectively, “CIM Group”) to the acquisition, development and operation of premier multifamily properties and creative office assets that cater to rapidly growing industries such as technology, media and entertainment in vibrant and emerging communities throughout the United States.

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.” The Company has authorized for issuance 900,000,000 shares of common stock and 100,000,000 shares of preferred stock (“Preferred Stock”).

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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.

For the year ended December 31, 2022, the Company has 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 was considered a VIE.

For the year ended December 31, 2023, the Company has 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.

As of December 31, 2022, the Trust held no assets or liabilites as the note holders had been paid in full.

In addition, as of December 31, 2022, the Company has determined that its Unconsolidated Joint Venture (as defined below) is considered a VIE.

Applying the consolidation requirements for VIEs, the Company determined that it is not the primary beneficiary based on its lack of power to direct activities and its obligations to absorb losses and right to receive benefits, and therefore the Unconsolidated joint venture does not qualify for consolidation.

The Company accounts for the investment in the Unconsolidated Joint Venture as an equity method investment.

In addition, as of December 31, 2023, the Company has determined that its Unconsolidated Joint Ventures (as defined below) are considered VIEs.

Therefore, the Unconsolidated Joint Ventures do not qualify for consolidation.

The Company accounts for its investments in Unconsolidated Joint Ventures as equity method investments.

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:

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2022 and 2021

and for the Years Ended December 31, 2022 and 2021 (Continued)

Buildings and improvements 15 - 40 years

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Tenant improvements Lesser of useful life or lease term

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

The fair value of real estate acquired is recorded to acquired tangible assets, consisting primarily of land, land improvements, building and improvements, tenant improvements, furniture, fixtures, and 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.

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Ordinary repairs and maintenance are expensed as incurred.

Recoverability of Investments in Real Estate —The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable.

Recoverability of Investments in Real Estate —The Company monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable.

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

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The Company did no t recognize any impairment of long-lived assets during the years ended December 31, 2023 and 2022 (Note 3).

Investment in Unconsolidated Entity —In February 2022, the Company invested in an unconsolidated joint venture arrangement (the “Unconsolidated Joint Venture”) with a CIM-managed separate account (the “CIM JV Partner”) to purchase an office property in Los Angeles, California for a gross purchase price of approximately $ 51.0 million, of which the Company initially contributed approximately $ 22.4 million and the CIM JV Partner initially contributed the remaining balance.

The Company accounts for its approximately 44 % investment in the Unconsolidated Joint Venture under the equity method, as the Company has the ability to exercise significant influence over the investment.

The Unconsolidated Joint Venture records its assets and liabilities at fair value.

As such, the Company records its share of the Unconsolidated Joint Venture’s unrealized gains or losses as well as its share of the revenues and expenses on a quarterly basis as an adjustment to the carrying value of the investment on the Company’s consolidated balance sheet and such share is recognized within the Company’s income from unconsolidated entity on the consolidated statements of operations.

The Company recorded income of $ 164,000 related to its investment in the Unconsolidated Joint Venture during the year ended December 31, 2022, in the consolidated statements of operations.

In connection with the closing of the financing of the property owned by the Unconsolidated Joint Venture, the Company received a distribution from the Unconsolidated Joint Venture of $ 10.4 million during the year ended December 31, 2022, 164,000 of which was recognized as a return on investment and 10.3 million of which was recognized as a return of investment.

The Company also made additional contributions during the year ended December 31, 2022 totaling $ 242,000 .

The Company’s investment in the Unconsolidated Joint Venture was $ 12.4 million and its ownership percentage remained unchanged as of December 31, 2022.

Investment in Unconsolidated Entities —The Company accounts for its investments in the Unconsolidated Joint Ventures (the “Unconsolidated Joint Ventures”) under the equity method, as the Company has the ability to exercise significant influence over the investments.

The Unconsolidated Joint Ventures record their assets and liabilities at fair value.

As such, the Company records its share of the Unconsolidated Joint Ventures’ unrealized gains or losses as well as its share of the revenues and expenses on a quarterly basis as an adjustment to the carrying value of the investment on the Company’s consolidated balance sheet and such share is recognized within the Company’s income from unconsolidated entities on the consolidated statements of operations.

Cash and Cash Equivalents —Cash and cash equivalents include short-term liquid investments with initial maturities of three months or less.

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 and with its SBA 7(a) loan-backed notes.

Loans Receivable —The Company’s loans receivable are carried at their unamortized principal balance less

unamortized acquisition discounts and premiums, retained loan discounts and reserves for expected credit losses.

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 expected 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”) under the SBA 7(a) Small Business Loan Program (the “SBA 7(a) Program”).

Pursuant to the SBA 7(a) 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

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

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

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

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

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

The programs consist of loans originated under the SBA 7(a) Small Business Loan Program (the “SBA 7(a) Program”) and, commencing with the quarter ended June 30, 2020 and ending during the quarter ended June 30, 2021, the Paycheck Protection Program (the “PPP”).

Pursuant to the SBA 7(a) 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.

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 $ 8.4 million and $ 9.0 million as of December 31, 2023 and 2022, respectively.

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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, 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 years ended December 31, 2022 and 2021, the Company recorded net impairment losses of $ 0 and $ 19,000 , respectively, on its loans receivable.

There were no material loans receivable subject to credit risk which were considered to be impaired as of December 31, 2022 or 2021.

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 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.

For the years ended December 31, 2022 and 2021, the Company has loan loss reserves of $ 1.1 million and $ 943,000 , respectively.

Current Expected Credit Losses — On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No.

2016-13, Financial Instruments-Credit Losses , and subsequent amendments (“ASU 2016-13”).

The current expected credit losses (“CECL”) required under ASU 2016-13 reflects the Company’s current estimate of potential credit losses related to the Company’s loans receivable included in the consolidated balance sheets.

The initial current expected credit losses recorded on January 1, 2023 is reflected as a direct charge to distributions in excess of earnings on the Company’s consolidated statements of equity;

however, subsequent changes to CECL are recognized through net income on the Company’s consolidated statements of operations.

While ASU 2016-13 does not require any particular method for determining CECL, it does specify the allowance should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan.

In addition, other than a few narrow exceptions, ASU 2016-13 requires that all financial instruments subject to the credit loss model have some amount of loss reserve to reflect the GAAP principal underlying the credit loss model that all loans, debt securities, and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.

The Company adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost.

The Company recorded a cumulative-effective adjustment to the opening distributions in excess of earnings in its consolidated statement of equity as of January 1, 2023 of $ 619,000 .

This represents a total CECL reserve transition adjustment of approximately $ 783,000 , net of a $ 164,000 deferred tax asset.

Prior to adoption, the Company considered a loan to be impaired when the Company did not expect to collect all of the contractual interest and principal payments as scheduled in the loan agreements .

The Company also established a general loan loss reserve when available information indicated that it was probable a loss had occurred based on the carrying value of the portfolio and if the amount of the loss could be reasonably estimated.

As of December 31, 2022, the Company had a current expected credit loss of approximately $ 1.1 million, which is recorded as a reduction to the loans receivable, net balance on the consolidated balance sheet.

As of December 31, 2023, the Company had a total current expected credit loss of approximately $ 1.7 million.

The Company estimates CECL for its loans primarily using its historical experience with loan write-offs, historical charge-offs from third-party firms, and the Weighted Average Remaining Maturity method, which has been identified as an acceptable method for estimating CECL reserves in the Financial Accounting Standards Board (“FASB”) Staff Q&A Topic 326, No.

This method requires the Company to reference historical loan loss data across a comparable data set and apply such loss rate to each loan investment over its expected remaining term, taking into consideration expected economic conditions over the relevant timeframe.

The Company considers loans that are both (i) expected to be substantially repaid through the operation or sale of the underlying collateral, and (ii) for which the borrower is experiencing financial difficulty, to be “collateral-dependent” loans.

For such loans that the Company determines that foreclosure of the collateral is probable, the Company measures the expected losses based on the difference between the fair value of the collateral less costs to sell and the amortized cost basis of the loan as of the measurement date.

For collateral-dependent loans with respect to which the Company determines foreclosure is not probable, the Company applies a practical expedient to estimate expected losses using the difference between the collateral’s fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost basis of the loan.

The Company may use other acceptable alternative approaches in the future depending on, among other factors, the type of loan, underlying collateral, and availability of relevant historical market loan loss data.

Quarterly, the Company evaluates the risk of all loans receivable and assigns a risk rating based on a variety of factors, grouped as follows:

(i) loan and credit structure, including the as-is loan-to-value (“LTV”) ratio and structural features;

(ii) quality and stability of real estate value and operating cash flow, including debt yield, dynamics of the geography, local market, physical condition and stability of cash flow;

and (iii) quality, experience and financial condition of the borrower.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

Based on a 5-point scale, the Company’s loans receivable are rated “1” through “5,” from least risk to greatest risk, respectively, which ratings are defined as follows:

1- Acceptable — These are assets of high quality;

2- Other Assets Especially Mentioned (“OAEM”) — These are assets that are generally profitable but exhibit potential weakness or weaknesses, including, but not limited to, no significant pay history as detailed below for loan originated generally within the last year.

This weakness or these weaknesses could result in deterioration if not corrected ;

3- Substandard — These assets generally have a well-defined weakness or weaknesses which could hinder collection efforts;

4- Doubtful — These assets have weakness or weaknesses similar to substandard loans;

however, the weakness or weaknesses are so extreme that significant loss potential exists in all cases;

5- Loss — Assets assigned this classification have no value and thus have been or are in the process of being charged off.

The Company generally assigns a risk rating of “2” to all newly originated loans (generally within the last year) due to lack of management expertise and/or lack of adequate historical debt coverage at origination date.

These loans likely will be classified to acceptable within two years of origination.

Deferred Rent Receivable and Charges —Deferred rent receivable and charges consist of deferred rent, deferred leasing costs, deferred offering costs (Note 11), deferred financing costs and other deferred costs.

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In the case of the Series A Preferred Stock 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.

Deferred financing costs related to the securing of a revolving line of credit are presented as an asset and amortized ratably over the term of the line of credit arrangement.

As such, the Company’s current and corresponding prior period total deferred costs, net in the accompanying consolidated balance sheets relate only to the revolving loan portion of the credit facilities.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

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

Deferred financing costs related to the securing of a revolving line of credit are presented as an asset and amortized ratably over the term of the line of credit arrangement.

As of December 31, 2023 and 2022, deferred rent receivable and charges, net consist of the following:

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

Redeemable Preferred Stock —Beginning on the date of original issuance of any given shares of Series A1 Preferred Stock, par value $ .001 per share (“Series A1 Preferred Stock”), with an initial stated value of $ 25.00 per share, subject to adjustment (the “Series A1 Preferred Stock Stated Value”), Series A Preferred Stock, par value $ 0.001 per share (“Series A Preferred Stock”) with an initial stated value of $ 25.00 per share, subject to adjustment (the “Series A Preferred Stock Stated Value”), or Series D Preferred Stock, par value $ 0.001 per share (“Series D Preferred Stock”), with an initial stated value of $ 25.00 per share, subject to adjustment (the “Series D Preferred Stock Stated Value”), 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 10.

The Company records the activity related to the Series A1 Preferred Stock, Series A Preferred Warrants, Series D Preferred Stock and Series L Preferred Stock in permanent equity.

Redeemable Preferred Stock —Beginning on the date of original issuance of any given shares of Series A1 Preferred Stock, par value $ 0.001 per share (“Series A1 Preferred Stock”), with an initial stated value of $ 25.00 per share, subject to adjustment (the “Series A1 Preferred Stock Stated Value”), Series A Preferred Stock, par value $ 0.001 per share (“Series A Preferred Stock”) with an initial stated value of $ 25.00 per share, subject to adjustment (the “Series A Preferred Stock Stated Value”), or Series D Preferred Stock, par value $ 0.001 per share (“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 holder of such shares has the right to require the Company to redeem such shares, subject to certain limitations as discussed in Note 11.

The Company records the activity related to the Series A1 Preferred Stock, Series A Preferred Warrants and Series D 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.

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Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases.

In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses, and estimates of lost rental

In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on current market demand.

Management also estimates costs to execute similar leases, including leasing commissions, legal, and other related costs.

In allocating the purchase consideration of the identified intangible assets and liabilities of an acquired property, above-market, below-market, and in-place lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the remaining non-cancelable term of the lease, and for below-market leases, over a period equal to the

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

revenue during the expected lease-up periods based on current market demand.

Management also estimates costs to execute similar leases, including leasing commissions, legal, and other related costs.

initial term plus any below-market fixed-rate renewal periods.

Acquired above-market and below-market leases are amortized and recorded to rental and other property income over the initial terms of the respective leases.

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Revenue from leasing activities

The Company operates as a lessor of real estate assets.

The Company operates as a lessor of both office and multifamily real estate assets.

When the Company enters into a contract or amends an existing contract, the Company evaluates if the contracts meet the definition of a lease using the following criteria:

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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.

Lease incentives of $ 3.9 million and $ 4.0 million are presented net of accumulated amortization of $ 3.0 million and $ 2.7 million as of December 31, 2022 and 2021, respectively.

As of December 31, 2023 and 2022, lease incentives of $ 3.9 million and $ 3.9 million, respectively, are presented net of accumulated amortization of $ 3.3 million and $ 3.0 million as of December 31, 2023 and 2022, 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.

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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.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

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

For the years ended December 31, 2023 and 2022, the Company recognized rental income as follows:

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Collectability of Lease-Related Receivables

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 Company periodically 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 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.

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The Company satisfies its performance obligation and recognizes revenues associated with these reservations over time as services are rendered to the customer.

The Company satisfies its performance obligation and recognizes revenues associated with

The Company satisfies its performance obligation and recognizes revenues associated with noncancelable reservations at the earlier of (i) the date on which the customer cancels the reservation or (ii) over time as services are rendered to the customer.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

noncancelable reservations at the earlier of (i) the date on which the customer cancels the reservation or (ii) over time as services are rendered to the customer.

Ancillary services include facilities usage and providing food and beverage.

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As of December 31, 2023, there were no remaining performance obligations associated with tenant recoveries outside of the lease agreements.

Premiums and Discounts on Debt — Premiums and discounts on debt are accreted or amortized to interest expense using the effective interest method or on a straight-line basis over the respective term of the debt, which approximates the effective interest method.

Premiums and Discounts on Debt — Premiums and discounts on debt are amortized or accreted to interest expense using the effective interest method or on a straight-line basis over the respective term of the debt, which approximates the effective interest method.

Stock-Based Compensation Plans —The Company has issued and continue to issue restricted shares under stock-based compensation plans described more fully in Note 9.

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The dilutive effect of stock-based compensation awards and warrants, including the Series A Preferred Warrants, is reflected in the weighted average diluted shares calculation by application of the treasury stock method.

The dilutive effect of preferred stock, including the Series A1 Preferred Stock, Series A Preferred Stock, Series D Preferred Stock and Series L Preferred

The dilutive effect of preferred stock, including the Series A1 Preferred Stock, Series A Preferred Stock, Series D Preferred Stock and Series L Preferred Stock, whose redemption is payable in shares of Common Stock or cash, at the discretion of the Company, is reflected in the weighted average diluted shares calculation by application of the if-converted method.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

Stock, whose redemption is payable in shares of Common Stock or cash, at the discretion of the Company, is reflected in the weighted average diluted shares calculation by application of the if-converted method.

Distributions —Distributions on the Company’s Series A1 Preferred Stock, Series A Preferred Stock, Series D Preferred Stock, Series L Preferred Stock and Common Stock are recorded when they are authorized by its Board of Directors and declared by the Company.

7 unchanged sentences

In addition, if the Company 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.

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

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.

Accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative instrument and the designation of the derivative instrument.

The change in fair value of the derivative instrument that is designated as a hedge is recorded as other comprehensive income.

The changes in fair value for derivative instruments that are not designated as hedges or that do not meet the hedge accounting criteria are recorded as a gain or loss to operations.

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 hedge, a hedge of a net investment in a foreign operation, or a trading or non-hedging instrument.

Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument.

The Company has interest rate caps that are used to manage exposure to interest rate movements but do not meet the requirements to be designated as hedging instruments.

The change in fair value of the derivative instruments that are not designated as hedges is recorded directly to earnings as interest expense on the accompanying consolidated statements of operations .

See Note 8 for further disclosures about our derivative financial instruments and hedging activities.

Income Taxes —The Company has elected to be taxed as a REIT under the provisions of the Code.

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Penalties, if incurred, will be recorded in general and administrative expense and interest paid or received will be recorded in interest expense or interest income, respectively, in the Company’s consolidated statements of operations.

ASC 740, Income Taxes , provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements.

ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more likely than not” of

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

1 unchanged sentence

and for the Years Ended December 31, 2023 and 2022 (Continued)

being sustained by the applicable tax authority.

ASC 740, Income Taxes , provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements.

Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current period.

1 unchanged sentence

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.

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.

The Company bases such estimates on historical experience, information available at the time, and assumptions the Company believes to be reasonable under the circumstances at such time.

Actual results could differ from those estimates.

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Segment Information —Segment information is prepared on the same basis that the Company’s management reviews information for operational decision-making purposes.

The Company reportable segments for the years ended December 31, 2022 and 2021 consist of two types of commercial real estate properties, namely office and hotel, as well as a segment for its lending business.

The Company’s reportable segments for the year ended December 31, 2023 consist of three types of commercial real estate properties, namely office, hotel and multifamily, as well as a segment for the Company’s lending business.

The Company’s reportable segments for the year ended December 31, 2022 consisted of two types of commercial real estate properties, namely office and hotel, as well as a segment for the Company’s lending business.

The products for the Company’s office segment primarily include rental of office space and other tenant services, including tenant reimbursements, parking, and storage space rental.

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

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

The Company adopted ASU 2016-13 and the related updates on January 1, 2023 and the adoption did not have a material impact.

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

The lease modification guidance in Topic 842, Leases , (or Topic 840, Leases ) would require the Company to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease

Early adoption is permitted for annual reporting periods (including interim reporting

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

modification accounting framework) or if a lease concession was made pursuant to the enforceable rights and obligations of the existing lease agreement (precluded from applying the lease modification accounting framework).

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

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

periods within those periods) beginning after December 15, 2018.

The Company adopted ASU 2016-13 and the related updates on January 1, 2023 and the adoption did not have a material impact.

On March 31, 2022, the FASB issued ASU No.

2022-02, Troubled Debt Restructurings and Vintage Disclosures (Topic 326) (“ASU 2022-02”).

ASU 2022-02 eliminates the recognition and measurement guidance for troubled debt restructurings (“TDRs”) and, instead, requires that an entity evaluate (consistent with the accounting for other loan modifications) whether the modification represents a new loan or a continuation of an existing loan.

The ASU also enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.

The ASU became effective for the Company beginning January 1, 2023 and was applied prospectively.

ASU 2022-02 did not have an impact on the Company’s consolidated financial statements for the year ended December 31, 2023.

In August 2023, the FASB issued ASU No.

2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement (“ASU 2023-05”).

ASU 2023-05 applies to the formation of a joint venture and requires a joint venture to initially measure all contributions received upon its formation at fair value.

The guidance is intended to reduce diversity in practice and provide users of joint venture financial statements with more decision-useful information.

The amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

The Company does not believe the adoption of ASU 2023-05 will have a material impact on its consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis.

ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted.

The Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements and disclosures.

INVESTMENTS IN REAL ESTATE

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For the years ended December 31, 2023 and 2022, the Company recorded depreciation expense of $ 22.4 million and $ 17.3 million, respectively.

2022 Transactions — During the year ended December 31, 2022, the Company acquired a 100 % fee-simple interest in the following properties from unrelated third-parties which were accounted for as asset acquisitions.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

2023 Transactions — During the year ended December 31, 2023, the Company acquired an interest in the following properties from subsidiaries indirectly wholly owned by a fund that is managed by affiliates of CIM Group.

The acquisitions were accounted for as asset acquisitions.

Asset Date of Interest Purchase

Property Type Acquisition Units Acquired Price

(in thousands)

Channel House Multifamily (1)

January 31, 2023 333 89.4 % $ 134,615

F3 Land Site Multifamily (Development) (1)

January 31, 2023 N/A 89.4 % $ 250

466 Water Street Land Site Multifamily (Development) (1)

January 31, 2023 N/A 89.4 % $ 2,500

1150 Clay Multifamily (2)

March 28, 2023 288 98.1 % $ 145,500

(1) Transaction costs that were capitalized as a component of the assets acquired and liabilities assumed in connection with the acquisition of these properties totaled $ 37,000 , which are not included in the purchase prices above.

The building at Channel House also includes approximately 1,864 square feet of retail space.

The F3 Land Site is c urrently being utilized as a surface parking lot and being evaluated for future development options including hotel development.

(2) Transaction costs that were capitalized as a component of the assets acquired and liabilities assumed in connection with the acquisition of this property totaled $ 149,000 , which are not included in the purchase price above.

The building also includes approximately 3,968 square feet of retail space .

Please refer to “Investments in Unconsolidated Entities” (Note 4) for information on the Company’s real estate acquisitions through its investments in unconsolidated entities.

The Company sold an interest in the following property during the year ended December 31, 2023.

Asset Date of Interest Sales Gain on

Property Type Sale Sold Price Sale

(in thousands)

4750 Wilshire Boulevard (1)

Office / Multifamily (Development)

February 17, 2023 80.0 % $ 34,400 $ 1,104

(1) The Company sold 80 % of its interest in 4750 Wilshire Boulevard (excluding a vacant land parcel which was not included in the sale) to the 4750 Wilshire JV Partners (defined in Note 4).

At the acquisition date, the Company received net proceeds of $ 16.7 million and recorded a receivable of $ 17.6 million.

As of December 31, 2023, the remaining proceeds receivable was $ 1.1 million and is included in other assets on the Company’s consolidated balance sheet.

Additionally, the Company has a receivable of $ 1.4 million due from the 4750 Wilshire JV (defined in Note 4) included in other assets on the Company’s consolidated balance sheet related to development costs incurred by the Company at 4750 Wilshire Boulevard prior to the sale of the property to the 4750 Wilshire JV.

The Company owns a 20 % interest in the 4750 Wilshire JV and accounts for its investment as an equity method investment as of December 31, 2023.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

2022 Transactions — During the year ended December 31, 2022, the Company acquired a 100 % fee-simple interest in the following properties from unrelated third parties which transaction was accounted for as an asset acquisition.

Asset Date of Purchase

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3109 S Western Avenue, Los Angeles, CA (1)

Multifamily (5)

Multifamily (Development)

August 4, 2022 5,900 $ 700

1007 E 7th Street, Austin, TX (2)

July 1, 2022 1,352 $ 1,900

Office July 1, 2022 1,352 $ 1,900

3022 S Western Avenue, Los Angeles, CA (3)

Multifamily (7)

Multifamily (Development)

May 20, 2022 6,000 $ 5,650

3101 S Western Avenue, Los Angeles, CA (4)

Multifamily (8)

Multifamily (Development)

February 11, 2022 3,752 $ 2,260

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2022 and 2021

and for the Years Ended December 31, 2022 and 2021 (Continued)

(1) Transaction costs that were capitalized as a component of the assets acquired and liabilities assumed in connection with the acquisition of this property totaled $ 11,000 , which are not included in the purchase price above.

(2) Transaction costs that were capitalized as a component of the assets acquired and liabilities assumed in connection with the acquisition of this property totaled $ 52,000 , which are not included in the purchase price above.

(3) Transaction costs that were capitalized as a component of the assets acquired and liabilities assumed in connection with the acquisition of this property totaled $ 192,000 , which are not included in the purchase price above.

(4) Transaction costs that were capitalized as a component of the assets acquired and liabilities assumed in connection with the acquisition of this property totaled $ 22,000 , which are not included in the purchase price above.

The Company intends to redevelop approximately seven commercial units totaling 5,635 rentable square feet and six parking stalls starting in 2024.

(6) The property is located on a land site of approximately 7,450 square feet.

The Company intends to complete pre-development and entitlement work to provide optionality for future development.

The property is located on a land site of approximately 7,450 square feet.

The Company intends to entitle the property and develop approximately 119 residential units starting in 2024.

The Company intends to complete pre-development and entitlement work to provide optionality for future development, including multifamily development.

The property is located on a land site of approximately 28,300 square feet.

The Company intends to entitle the property and develop approximately 40 residential units starting in 2023.

Please refer to “Investments in Unconsolidated Entities” (Note 4) for information on the Company’s acquisition of an approximate 44 % interest in an office property in February 2022.

There were no dispositions during the year ended December 31, 2022.

2021 Transactions — During the year ended December 31, 2021, the Company acquired a 100 % fee-simple interest in the following property from an unrelated third-party.

The purchase was accounted for as an asset acquisition.

Asset Date of Purchase

Property Type Acquisition Square Feet Price

(in thousands)

1037 North Sycamore, Los Angeles, CA (1)

Office July 13, 2021 4,900 $ 2,900

The Company intends to entitle the property and develop approximately 119 residential units.

The property is located on a land site of approximately 11,300 square feet.

The Company intends to entitle the property and develop approximately 40 residential units.

There were no dispositions during the year ended December 31, 2022.

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Tenant improvements — 47

Furniture, fixtures, and equipment 8,140 —

Acquired in-place leases (1) 27,210 68

2 unchanged sentences

Net assets acquired $ 283,051 $ 10,787

(1) The amortization period for the in-place leases acquired during the year ended December 31, 2023 was approximately 6 months at the date of acquisition.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

INVESTMENT IN UNCONSOLIDATED ENTITY

In February 2022, the Company invested in the Unconsolidated Joint Venture with the CIM JV Partner to purchase an office property in Los Angeles, California for a gross purchase price of approximately $ 51.0 million, of which the Company initially contributed approximately $ 22.4 million and the CIM JV Partner initially contributed the remaining balance.

The Unconsolidated Joint Venture records its assets and liabilities at fair value.

The following table details the Company’s equity method investment in the Unconsolidated Joint Venture.

See to Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (dollars in thousands):

(2) The amortization period for the above-market leases acquired during the year ended December 31, 2023 was approximately 7 months at the date of acquisition.

(3) The amortization period for the below-market leases acquired during the year ended December 31, 2023 was approximately 5 months at the date of acquisition.

INVESTMENT IN UNCONSOLIDATED ENTITIES

The following table details the Company’s equity method investments in the Unconsolidated Joint Venture.

See Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (dollars in thousands):

Carrying Value

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1910 Sunset Boulevard (1)

Office Los Angeles, CA February 11, 2022 44 % $ 12,381 $ —

Office / Multifamily (Development)

Los Angeles, CA February 11, 2022 44.2 % 12,040 12,381

4750 Wilshire Boulevard (2)

Office / Multifamily (Development)

Los Angeles, CA February 17, 2023 20.0 % 9,119 —

1902 Park Avenue (3)

Multifamily Los Angeles, CA February 28, 2023 50.0 % 7,082 —

1015 N Mansfield Avenue (4)

Office (Development)

Los Angeles, CA October 10, 2023 28.8 % 5,264 —

Total investments in unconsolidated entities $ 33,505 $ 12,381

______________________

(1) 1910 Sunset Boulevard is an office building with 104,764 square feet of office space and 2,760 square feet of retail space.

The Unconsolidated Joint Venture plans to undertake a capital improvement program to renovate and modernize the building into creative office space as well as a limited number of multifamily units.

The Company recorded income of $ 164,000 related to its investment in the Unconsolidated Joint Venture during the year ended December 31, 2022 in the consolidated statements of operations.

In September 2022, the Unconsolidated Joint Venture obtained financing through a mortgage loan of $ 23.9 million secured by its investment in real estate with an estimated fair value of $ 52.5 million as of December 31, 2022 (the “1910 Sunset Mortgage Loan”).

The 1910 Sunset Mortgage Loan has a three-year term with interest-only monthly payments.

The Company entered into a guaranty with the lender, under which the Company agreed to guarantee the Unconsolidated Joint Venture’s obligations under the 1910 Sunset Mortgage Loan (the “1910 Sunset Guarantee”).

Under the terms of the Unconsolidated Joint Venture, the Company and the CIM JV Partner are subject to cross indemnity obligations pursuant to which the CIM JV Partner agrees to reimburse the Company for its share of any indemnity payment, to the extent any such indemnity payment did not result from the Company’s fraud, gross neglect, or willful misconduct.

In connection with the closing of the financing of the property owned by the Unconsolidated Joint Venture, the Company received a distribution from the Unconsolidated Joint Venture of $ 10.4 million during the year ended December 31, 2022, $ 164,000 of which was recognized as a return on investment and $ 10.3 million of which was recognized as a return of investment.

The Company also made additional contributions during the year ended December 31, 2022 totaling $ 242,000 .

The Company’s investment in the Unconsolidated Joint Venture was $ 12.4 million and its ownership percentage remained unchanged as of December 31, 2022.

The plan for the property is to undertake a capital improvement program to renovate and modernize the building into creative office space and to build 36 multifamily units on the 1915 Park Avenue land parcel adjacent to the office building, for which the 1910 Sunset JV has received all necessary entitlements.

(2) 4750 Wilshire Boulevard is a three-story office building with 30,335 square feet of office space located on the first floor.

The remainder of the building is being converted into for-lease multifamily units.

(3) 1902 Park Avenue is a 75 -unit four-story multifamily building.

(4) 1015 N Mansfield Avenue is an office building with a 44,141 square foot site area and a parking garage.

The site is being evaluated for different development options, including creative office or other commercial space.

1910 Sunset Boulevard — In February 2022, the Company invested in a joint venture (the “1910 Sunset JV”) with a CIM-managed separate account (the “1910 Sunset JV Partner) to purchase an office property at 1910 Sunset Boulevard in Los Angeles, California along with an adjacent vacant land parcel at 1915 Park Avenue, for a gross purchase price of approximately $ 51.0 million, of which the Company initially contributed approximately $ 22.4 million and the 1910 Sunset JV Partner initially contributed the remaining balance.

In September 2022, the 1910 Sunset JV obtained financing through a mortgage loan of $ 23.9 million secured by the office property (the “1910 Sunset Mortgage Loan”).

The Company provided a limited guarantee to the lender under the 1910 Sunset Mortgage Loan.

The Company recorded a loss of $ 2.4 million related to its investment in the 1910 Sunset JV during the year ended December 31, 2023 and income of $ 164,000 during the year ended December 31, 2022 in the consolidated statements of operations.

The Company’s investment in the 1910 Sunset JV was $ 12.0 million and its ownership percentage remained unchanged as of December 31, 2023.

4750 Wilshire Boulevard — In February 2023, three co-investors (the “4750 Wilshire JV Partners”) acquired an 80 % interest in a property owned by a subsidiary of the Company located at 4750 Wilshire Boulevard in Los Angeles, California (“4750 Wilshire”) for a gross sales price of $ 34.4 million (excluding transaction costs).

The Company retained a 20 % interest in 4750 Wilshire through a joint venture arrangement between the Company and the 4750 Wilshire JV Partners (the “4750 Wilshire JV”).

The 4750 Wilshire JV is converting two of the three floors of 4750 Wilshire from office-use into for-lease multifamily units, with the first floor of 4750 Wilshire continuing to function as 30,335 square feet of office space.

The total cost of the conversion is expected to be approximately $ 31.0 million, which will be financed by a combination of equity contributions from the 4750 Wilshire JV Partners and a third-party construction loan secured by 4750 Wilshire, which closed in March 2023 and that allows for total draws of $ 38.5 million (the “4750 Wilshire Construction Loan”).

The Company provided

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

a limited guarantee to the lender under the 4750 Wilshire Construction Loan.

Pursuant to the co-investment agreement, the 4750 Wilshire JV pays an ongoing management fee to the Company.

In addition, the Company may earn incentive fees based on the performance of 4750 Wilshire after the conversion.

The Company recorded income of $ 1.8 million related to its investment in the 4750 Wilshire JV during the year ended December 31, 2023 in the consolidated statements of operations.

The Company’s investment in the 4750 Wilshire JV was $ 9.1 million and its ownership percentage remained unchanged at 20 % as of December 31, 2023.

1902 Park Avenue — In February 2023, the Company and a CIM-managed interval fund (the “1902 Park JV Partner”) purchased a multifamily property in the Echo Park neighborhood of Los Angeles, California for a gross purchase price of $ 19.1 million (excluding transaction costs) (the “1902 Park JV”).

The Company owns 50 % of the 1902 Park JV.

In connection with the closing of this transaction in February 2023, the 1902 Park JV obtained financing through a mortgage loan of $ 9.6 million secured by the multifamily property (the “1902 Park Mortgage Loan”).

The Company provided a limited guarantee to the lender under the 1902 Park Mortgage Loan.

The Company recorded income of $ 156,000 related to its investment in the 1902 Park JV during the year ended December 31, 2023 in the consolidated statements of operations.

The Company’s investment in the 1902 Park JV was $ 7.1 million as of December 31, 2023.

1015 N Mansfield Avenue — In October, 2023, the Company and a co-investor affiliated with CIM Group (the “1015 N Mansfield JV Partner”) acquired from an unrelated third party a 100 % fee-simple interest in a plot of land located in the Sycamore media district of Los Angeles, California for a gross purchase price of $ 18.0 million (excluding transaction costs) (the “1015 N Mansfield JV”).

The property has a site area of approximately 44,141 square feet and contains a parking garage that has been leased to a third party tenant.

The site is being evaluated for different creative office or other commercial space development options.

The Company owns 28.8 % of the 1015 N Mansfield JV.

The Company recorded income of $ 13,000 related to its investment in the 1015 N Mansfield JV during the year ended December 31, 2023 in the consolidated statements of operations.

The Company’s investment in the 1015 N Mansfield JV was $ 5.3 million as of December 31, 2023.

LOANS RECEIVABLE

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SBA 7(a) loans receivable, subject to loan-backed notes 43,983 —

SBA 7(a) loans receivable, Paycheck Protection Program — 5,050

SBA 7(a) loans receivable, subject to secured borrowings 3,105 6,127

2 unchanged sentences

Deferred capitalized costs, net 1,130 1,293

Loan loss reserves ( 1,106 ) ( 943 )

Current expected credit losses (1) ( 1,680 ) ( 1,106 )

Loans receivable, net $ 57,005 $ 62,547

____________________

(1) On January 1, 2023, the Company adopted ASU 2016-13.

As such, the amounts as of December 31, 2023 reflect the Company’s current estimate of potential credit losses related to the Company’s loans receivable .

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

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

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

1 unchanged sentence

These loans were subject to credit risk.

SBA 7(a) Loans Receivable, Paycheck Protection Program —As an SBA 7(a) licensee, the Company originated loans under the PPP.

As of December 31, 2022, all of the loans originated under the PPP have been repaid in full.

SBA 7(a) Loans Receivable, Subject to Secured Borrowings —Represents the government guaranteed portions of loans originated under the SBA 7(a) 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.

Current Expected Credit Losses

Current expected credit losses (“CECL”) reflect the Company’s current estimate of potential credit losses related to loans receivable included in the Company’s consolidated balance sheets as of December 31, 2023 pursuant to ASU 2016-13 as implemented effective January 1, 2023.

Refer to Note 2 for further discussion of CECL.

The following table presents the activity in the Company’s current expected credit losses for the year ended December 31, 2023 (dollar amounts in thousands):

Loans Receivable

Allowance for credit losses as of December 31, 2022 $ 1,106

Transition adjustment on January 1, 2023 783

Net adjustment to reserve for expected credit losses

Current expected credit losses as of March 31, 2023 1,940

Write-offs ( 85 )

Net adjustment to reserve for expected credit losses

Current expected credit losses as of June 30, 2023 1,713

Net adjustment to reserve for expected credit losses

Current expected credit losses as of September 30, 2023 1,704

Net adjustment to reserve for expected credit losses

Current expected credit losses as of December 31, 2023

The Company’s initial estimate of its current expected credit losses against the loans receivable of $ 783,000 , net of a $ 164,000 deferred tax asset, was recorded on January 1, 2023 directly to distributions in excess of earnings on the Company’s consolidated statements of equity.

Subsequent changes to the allowance for credit losses are recognized through net income on the Company’s consolidated statements of operations.

During the year ended December 31, 2023, the Company recorded a decrease of $ 124,000 in its current expected credit losses related to its loans receivable, which was recorded in general and administrative expenses in the consolidated statement of operations, and recorded a decrease due to write-offs of $ 85,000 during the year ended December 31, 2023, bringing the total current expected credit loss to $ 1.7 million as of December 31, 2023.

As further described in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies, the Company evaluates its loans receivable portfolio on a quarterly basis.

Each quarter, the Company assesses the risk factors of each loan, and assigns a risk rating based on several factors.

Factors considered in the assessment include, but are not limited to, loan and credit structure, current LTV ratio, debt yield, collateral performance, and the quality and condition of the sponsor, borrower, and guarantor(s).

Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

The Company’s primary credit quality indicator is its risk ratings, which are further discussed above.

The following table presents the net book value of the Company’s loans receivable portfolio as of December 31, 2023 by year of origination, loan type, and risk rating (dollar amounts in thousands):

Amortized Cost of Loans Receivable by Year of Origination

As of December 31, 2023

Number of Loans 2023 2022 2021 2020 2019 Prior Total

Loans by internal risk rating:

1 120 $ 3,479 $ 6,073 $ 10,117 $ 3,445 $ 3,697 $ 9,475 $ 36,286

2 48 6,532 2,294 1,138 2,159 1,492 4,377 17,992

3 1 — — — — — 172 172

4 — — — — — — — —

5 — — — — — — — —

Total 169 $ 10,011 $ 8,367 $ 11,255 $ 5,604 $ 5,189 $ 14,024 $ 54,450

SBA 7(a) loans receivable, subject to secured borrowings (1)

Deferred capitalized costs, net 1,130

Current expected credit losses

Total loans receivable, net $ 57,005

Weighted average risk rating 1.3

____________________

(1) The Company does not assign a risk rating to its SBA 7(a) loans receivable, subject to secured borrowings, as this balance represents the government guaranteed portions of its loans and has determined there is no credit risk associated with these loans since the SBA has guaranteed payment of the principal.

As of December 31, 2023 and 2022, the Company’s loans subject to credit risk were 100.0 % and 99.9 %, respectively, concentrated in the hospitality industry.

26 unchanged sentences

A schedule of future amortization and accretion of acquired intangible assets and liabilities as of December 31, 2023, is as follows:

Assets Liabilities

Acquired Acquired Acquired

Above-Market In-Place Below-Market

Years Ending December 31, Leases Leases Leases

Acquired Acquired

Above-Market In-Place

Years Ending December 31, Leases Leases

(in thousands)

1 unchanged sentence

Thereafter — 72

$ 16 $ 1,488 $ ( 20 )

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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Balances as of December 31, 2022 Debt Issuances & Assumptions Repayments Accretion & (Amortization) Balances as of December 31, 2023

Mortgage Payable:

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

Deferred debt issuance costs — Mortgage Payable ( 120 ) — — 26 ( 94 )

Total Mortgage Payable 96,980 — — 26 97,006

Mortgages Payable:

Fixed rate mortgages payable $ 97,100 $ 66,600 $ — $ — $ 163,700

Variable rate mortgage payable — 182,600 ( 95,600 ) — 87,000

97,100 249,200 ( 95,600 ) — 250,700

Deferred debt issuance costs — Mortgages Payable ( 94 ) ( 1,899 ) — 1,039 ( 954 )

Total Mortgages Payable 97,006 247,301 ( 95,600 ) 1,039 249,746

Secured Borrowings – Government Guaranteed Loans:

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Total Secured Borrowings—Government Guaranteed Loans 6,237 — ( 2,972 ) ( 158 ) 3,107

2018 revolving credit facility 60,000 110,000 ( 170,000 ) — —

2022 credit facility revolver — 267,000 ( 170,000 ) — 97,000

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SBA 7(a) loan-backed notes — 54,141 ( 12,747 ) — 41,394

Borrowed funds from the Federal Reserve through the Paycheck Protection Program Liquidity Facility 5,030 — ( 5,030 ) — —

Deferred debt issuance costs — other ( 779 ) ( 1,312 ) — 503 ( 1,588 )

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Total Debt, Net $ 184,267 $ 567,130 $ ( 281,319 ) $ 1,483 $ 471,561

Mortgage Payable —The mortgage payable is secured by a deed of trust on a property and assignments of rents receivable.

As of December 31, 2022, the Company’s mortgage payable had a fixed interest rate of 4.14 % per annum, with monthly payments of interest only, due on July 1, 2026.

Fixed Rate Mortgages Payable —The Company’s fixed rate mortgages payable are secured by a deed of trust on the properties underlying such mortgages and assignments of rents receivable.

As of December 31, 2023, the Company’s fixed rate mortgages payable had fixed interest rates of 4.14 % and 6.25 % per annum, with payments of interest only, due on July 1, 2026 and June 7, 2024, respectively.

In regards to the mortgage payable maturing on June 7, 2024, there is a one-year extension option available which the Company expects to execute prior to maturity.

These loans are nonrecourse.

On December 21, 2023, the Company made a prepayment of $ 13.0 million on one of its variable rate mortgages and refinanced the remaining $ 66.6 million, changing the rate from a variable interest rate to a fixed rate of 6.25 % per annum (the “1150 Clay Refinance”).

Variable Rate Mortgage Payable —The Company’s variable rate mortgage payable is secured by a deed of trust on the property and assignment of rents receivable.

As of December 31, 2023, the Company’s variable rate mortgage payable had a variable interest rate of SOFR plus 3.36 %, with monthly payments of interest only due on July 7, 2025 with an extension option subject to certain conditions being met.

The loan is nonrecourse.

The $ 95.6 million of variable rate mortgage repayments in the table above includes the impact of the 1150 Clay Refinance.

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.

As of December 31, 2022, the Company’s secured borrowings-government guaranteed loans included $ 3.6 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 6.88 % at December 31, 2022, and $ 2.4 million of loans sold for an excess spread, with a variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 4.57 % at December 31, 2022.

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

The 2018 revolving credit facility was secured by properties in the Company’s

These loans included cash premiums that are amortized as a

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

real estate portfolio:

eight office properties and one hotel property.

In September 2020, the 2018 revolving credit facility was amended (the “2018 Credit Facility Modification”) to remedy the effect that COVID-19 had on the Company’s ability to borrow under the 2018 revolving credit facility during the period from September 2, 2020 through August 14, 2021 (the “Deferral Period”).

The 2018 revolving credit facility bore interest during the Deferral Period at (A) the base rate plus 1.05 % or (B) LIBOR plus 2.05 % and (ii) bore interest after the Deferral Period, at (A) the base rate plus 0.55 % or (B) LIBOR plus 1.55 %.

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

In October 2022, the Company executed a one-year extension of the 2018 revolving credit facility to extend its maturity to October 2023.

In connection with the extension, the Company paid 25 % of the extension fee specified in the 2018 revolving credit facility (i.e., 25 % of 0.15 % of each lender’s commitment being extended) on October 30, 2022.

On December 16, 2022, the 2018 revolving credit facility was refinanced and replaced by the 2022 credit facility (as described below) and the remaining 75 % of the extension fee specified in the 2018 revolving credit facility was not incurred.

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.

As of December 31, 2023, the Company’s secured borrowings-government guaranteed loans included $ 1.4 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 9.28 % at December 31, 2023, and $ 1.6 million of loans sold for an excess spread, with a variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 6.88 % at December 31, 2023.

2022 Credit Facility —In December 2022 the Company refinanced its 2018 credit facility and replaced it with a new 2022 credit facility, entered into with a bank syndicate, that includes a $ 56.2 million term loan (the “2022 Credit Facility Term Loan”) as well as a revolver allowing the Company to borrow up to $ 150.0 million (the “2022 Credit Facility Revolver”), both of which are collectively subject to a borrowing base calculation.

The 2022 credit facility is secured by properties in the Company’s real estate portfolio:

The 2022 credit facility is secured by certain properties in the Company’s real estate portfolio:

six office properties and one hotel property (as well as the hotel’s adjacent parking garage and retail property).

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The 2022 Credit Facility Revolver is also subject to an unused commitment fee of 0.15 % or 0.25 % depending on the amount of aggregate unused commitments.

The 2022 credit facility guaranteed by the Company and the Company is subject to certain financial maintenance covenants.

The 2022 credit facility is guaranteed by the Company and the Company is subject to certain financial maintenance covenants.

The 2022 credit facility matures in December 2025 and provides for two one-year extension options under certain conditions, including providing notice of the election and paying an extension fee of 0.15 % of each lender’s commitment being extended on the effective date of such extension.

As of December 31, 2022, $ 56.2 million was outstanding on the 2022 Credit Facility Term Loan and no amount was outstanding on the 2022 Credit Facility Revolver, while $ 150.0 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.

As of December 31, 2023 and 2022, $ 53.0 million and $ 150.0 million, respectively, 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 SOFR plus 3.51 %, 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 —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 secured by deeds of trust or mortgages and 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 had monthly payments due as payments on the collateralized loans were received.

As of December 31, 2022 all of the SBA 7(a) loan-backed notes had been paid off.

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

SBA 7(a) Loan-Backed Notes —On March 9, 2023, the Company completed a securitization of the unguaranteed portion of certain of its SBA 7(a) loans receivable with the issuance of $ 54.1 million of unguaranteed SBA 7(a) loan-backed notes (with net proceeds of approximately $ 43.3 million, after payment of fees and expenses in connection with the securitization and the funding of a reserve account and an escrow account).

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

The SBA 7(a) loan-backed notes mature on March 20, 2048, with monthly payments due as payments on the collateralized loans are received.

The SBA 7(a) loan-backed notes bear interest at a per annum rate equal to the lesser of (i) the 30-day average compounded SOFR plus 2.90 % and (ii) the prime rate minus 0.35 %.

As of December 31, 2023, the variable interest rate was 8.15 %.

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

The restricted cash on the Company’s consolidated balance sheets included funds related to the Company’s SBA 7(a) loan-backed notes of $ 0 and $ 1.9 million, as of December 31, 2022 and 2021, respectively.

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

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

The maturity date of PPPLF borrowings was the same as the maturity date of the loans pledged to secure the extension of credit, generally two years.

As of December 31, 2022 and 2021, $ 0 and $ 5.0 million, respectively, was outstanding under the PPPLF.

As the PPP has ended all borrowings from the Federal Reserve have been repaid in full as of December 31, 2022.

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

The restricted cash on the Company’s consolidated balance sheets included funds related to the Company’s SBA 7(a) loan-backed notes was $ 5.7 million as of December 31, 2023.

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

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

As of December 31, 2022 and 2021, accrued interest and unused commitment fees payable of $ 562,000 and $ 467,000 , respectively, are included in accounts payable and accrued expenses.

As of December 31, 2023 and 2022, accrued interest and unused commitment fees payable of $ 1.8 million and $ 562,000 , respectively, are included in accounts payable and accrued expenses.

Future principal payments on the Company’s debt (face value) as of December 31, 2023 are as follows:

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

Future principal payments on the Company’s debt (face value) as of December 31, 2022 are as follows:

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

2022 Credit Facility Junior Subordinated Notes Total

Years Ending December 31, Mortgages Payable

Secured Borrowings Principal (1)

2022 Credit Facility Other (1) (2)

(in thousands)

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$ 250,700 $ 3,007 $ 153,230 $ 68,464 $ 475,401

(1) Principal payments on secured borrowings are generally dependent upon cash flows received from the underlying loans.

(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.

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.

(2) Represents the junior subordinated notes and SBA 7(a) loan-backed notes.

In the ordinary course of business, the Company may use certain types of derivative instruments for the purpose of managing or hedging its interest rate risk.

During the year ended December 31, 2023, the Company entered into two interest rate cap agreements in connection with the assumption of two mortgage loans.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

On December 28, 2023, the Company terminated one of its interest rate cap agreements with a value of $ 1.2 million and an outstanding notional amount of $ 79.6 million.

In connection with the termination of the interest rate cap agreement, a realized loss of $ 1.1 million was recorded as a change to interest expense on the accompanying consolidated statements of operations and a receivable of $ 1.2 million was recorded in accounts receivable, net on the accompanying consolidated balance sheet and which was paid in January 2024.

The following table summarizes the terms of the Company’s interest rate cap agreement as of December 31, 2023 (dollar amounts in thousands):

Outstanding Notional Fair Value of Assets as of

Balance Sheet Amount as of Strike Effective Maturity December 31,

Location December 31, 2023 Rates (1)

Interest Rate Cap

Other assets $ 87,000 4.5 %

5/03/2023 7/07/2025 $ 491

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(1) The index used for the Company’s interest rate cap agreement is 1-Month Term SOFR.

Additional disclosures related to the fair value of the Company’s derivative instrument are included in Note 13.

The notional amount under the derivative instrument is an indication of the extent of the Company’s involvement in such instrument but does not represent exposure to credit, interest rate or market risks.

Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument.

The Company has interest rate caps that are used to manage exposure to interest rate movements but do not meet the requirements to be designated as hedging instruments.

During the year ended December 31, 2023, the Company recorded an unrealized loss of $ 539,000 , which was included in interest expense on the accompanying consolidated statements of operations related to its interest rate caps.

STOCK-BASED COMPENSATION PLANS

On April 3, 2015, the Company’s board of directors (the “Board of Directors”) unanimously approved the Company’s Equity Incentive Plan (the “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.

A summary of the Company’s restricted shares as of December 31, 2022 and 2021 and the changes during the years ended is as follows:

On June 27, 2023, the Equity Incentive Plan was amended by the Board of Directors, and subsequently approved by the Company’s stockholders, to authorize additional shares of Common Stock for issuance as compensation .

The Company has granted awards of restricted shares of Common Stock to each of the independent members of the Board of Directors under the Equity Incentive Plan as follows:

Number Average Grant

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(1) Amounts have been adjusted to give retroactive effect to the Reverse Stock Split.

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.

The Company recorded compensation expense related to these restricted shares of Common Stoc k in the amount of $ 202,000 and $ 220,000 for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022, there was $ 92,000 of total unrecognized compensation expense related to shares of Common Stock which will be recognized ratably over the remaining vesting period.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

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.

The Company recorded compensation expense related to these restricted shares of Common Stoc k in the amount of $ 183,000 and $ 202,000 for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, 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.

EARNINGS PER SHARE (“EPS”)

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

The computation of basic EPS is based on the Company’s weighted average shares outstanding.

No shares of Series D Preferred Stock, Series A Preferred Stock, or Series A1 Preferred Stock outstanding as of December 31, 2023 were included in the computation of diluted EPS because they had no dilutive effect.

In order to calculate the diluted weighted average number of shares of Common Stock outstanding for the year ended December 31, 2022, 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 D Preferred Stock.

No shares of Series A Preferred Stock, Series A1 Preferred Stock, or Series L Preferred Stock outstanding as of December 31, 2022 or 2021 were included in the computation of diluted EPS because they had no dilutive effect.

Outstanding Series A Preferred Warrants were not included in the computation of diluted EPS for the years ended December 31, 2023 and 2022 because their impact was either anti-dilutive or such warrants were not exercisable during such periods (Note 12).

Outstanding shares of Series L Preferred Stock were not included in the computation of diluted EPS for the year ended December 31, 2023 (because they were redeemed in January 2023) and 2022 (because such shares were not redeemable during such period).

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.

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Redeemable preferred stock dividends declared on dilutive shares

Diluted net (loss) income attributable to common stockholders $ ( 25,794 ) $ ( 19,979 )

Diluted net loss attributable to common stockholders

$ ( 75,727 ) $ ( 25,794 )

Basic weighted average shares of Common Stock outstanding

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Diluted weighted average shares and common stock equivalents outstanding 22,723 23,154

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

Net loss attributable to common stockholders per share:

$ ( 3.33 ) $ ( 1.11 )

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Balances, December 31, 2021 — $ — 6,271,337 $ 156,431 56,857 $ 1,396 5,387,160 $ 152,834 11,715,354 $ 310,661

Issuance of Series D Preferred Stock — — — — 37,712 923 — — 37,712 923

Issuance of A1 Preferred Stock 5,966,077 147,761 — $ — — — — — 5,966,077 147,761

Redemption of Series A1 Preferred Stock ( 9,930 ) ( 247 ) — — — — — — ( 9,930 ) ( 247 )

Redemption of Series D Preferred Stock — — — — ( 8,000 ) ( 196 ) — — ( 8,000 ) ( 196 )

Repurchase of Series L Preferred Stock — — — — — — ( 5,387,160 ) ( 152,834 ) ( 5,387,160 ) ( 152,834 )

Reclassification of Series A Preferred stock to Permanent Equity — — 1,630,765 40,998 — — — — 1,630,765 40,998

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Balances, December 31, 2022 5,956,147 $ 147,514 7,565,349 $ 189,048 48,857 $ 1,200 — $ — 13,570,353 $ 337,762

Issuance of A1 Preferred Stock 5,966,077 147,761 — $ — — — — — 5,966,077 147,761

Issuances of A1 Preferred Stock 4,507,292 111,520 — $ — — — — — 4,507,292 111,520

Redemption of Series A1 Preferred Stock ( 85,096 ) ( 2,099 ) — — — — — — ( 85,096 ) ( 2,099 )

Redemption of Series D Preferred Stock — — — — ( 410 ) ( 10 ) — — ( 410 ) ( 10 )

Repurchase of Series L Preferred Stock — — — — — — ( 5,387,160 ) ( 152,834 ) ( 5,387,160 ) ( 152,834 )

Reclassification of Series A Preferred stock to Perm Equity — — 1,630,765 40,998 — — — — 1,630,765 40,998

Reclassification of Series A Preferred stock to Permanent Equity — — 690,171 17,161 — — — — 690,171 17,161

Redemption of Series A Preferred Stock — — ( 823,681 ) ( 20,505 ) — — — — ( 823,681 ) ( 20,505 )

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As of December 31, 2023, the Company had issued in registered public offerings 10,273,369 shares of the Series A1 Preferred Stock and received gross proceeds of $ 254.3 million and additionally had issued 200,000 shares of Series A1 Preferred Stock as payment for services to the CIM Service Provider, LLC (the “Administrator”), for which no cash proceeds were received.

In connection with such issuance, $ 10.5 million of costs specifically identifiable to the offering of Series A1 Preferred Stock was allocated to the Series A1 Preferred Stock.

In connection with the issuance of shares of Series A1 Preferred Stock, $ 18.6 million of costs specifically identifiable to the offering of Series A1 Preferred Stock was allocated to the Series A1 Preferred Stock.

Such costs include commissions, dealer manager fees and other offering fees and expenses but do not include non-issuance-specific costs of $ 10.4 million related to the Company’s offering of Series A Preferred Stock, Series A Preferred Warrants, Series A1 Preferred Stock and Series D Preferred Stock.

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As of December 31, 2023, there were 10,378,343 shares of Series A1 Preferred Stock outstanding and 95,026 shares of Series A1 Preferred Stock had been redeemed.

Series A Preferred Stock —The Company conducted a continuous public offering of Series A Preferred Stock (with each issued share of Series A Preferred Stock initially accompanied by one warrant (“Series A Preferred Warrant”) to purchase 0.25 of a share of Common Stock, subject to adjustment) from October 2016 through January 2020.

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

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

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

From February 2020 through June 2022, the Company conducted a continuous public offering with respect to shares of the Company’s Series A Preferred Stock, which, since February 2020, was no longer being issued as a unit with an accompanying Series A Preferred Warrant.

In June 2022, the Company concluded the offering of Series A Preferred Stock.

As of December 31, 2022, the Company had issued in registered public offerings 8,251,657 shares of Series A Preferred Stock and 4,603,287 Series A Preferred Warrants and received gross proceeds of $ 205.4 million and $ 761,000 , respectively, and additionally, had issued 568,681 shares of Series A Preferred Stock as payment for services to the CIM Service Provider, LLC (the “Administrator”), for which no cash proceeds were received.

As of December 31, 2023, the Company had issued in registered public offerings 8,251,657 shares of Series A Preferred Stock and 4,603,287 Series A Preferred Warrants and received gross proceeds of $ 205.4 million and $ 761,000 , respectively, and additionally, had issued 568,681 shares of Series A Preferred Stock as payment for services to the Administrator, for which no cash proceeds were received.

In connection with the cumulative issuance of Series A Preferred Stock Series A Preferred Warrants, $ 17.0 million and $ 142,000 of costs specifically identifiable to the offering of the Series A Preferred Stock and Series A Preferred Warrants, respectively, were allocated to the Series A Preferred Stock and Series A Preferred Warrants, respectively.

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During the years ended December 31, 2023 and December 31, 2022, the Company recorded redeemable preferred stock deemed dividends of $ 0 and $ 19,000 , 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.

On the first anniversary of the issuance of a particular share of Series A Preferred Stock, the Company reclassified 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 December 31, 2023, the Company had reclassified an aggregate of $ 199.6 million in net proceeds from temporary equity to permanent equity.

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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 December 31, 2022, there were 48,857 shares of Series D Preferred Stock outstanding and 8,000 shares of Series D Preferred Stock had been redeemed.

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.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

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.

As of December 31, 2023, there were 48,447 shares of Series D Preferred Stock outstanding and 8,410 shares of Series D Preferred Stock had been redeemed.

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.

On September 15, 2022, the Company repurchased 2,435,284 shares of its Series L Preferred Stock in a privately negotiated transaction (the “Series L Repurchase”).

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The $ 4.8 million of redeemable preferred stock redemptions represents the difference between the repurchase price (including $ 0.29 per share of transaction costs) and the carrying value of the repurchased Series L Preferred Stock (representing the stated value of $ 28.37 per share reduced by $ 2.65 per share of stock offering costs).

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.

Dividends —With respect to the payment of dividends, the Series A1 Preferred Stock, the Series A Preferred Stock and Series D Preferred Stock rank on parity with respect to each other and senior to the Common Stock.

With respect to the distribution of amounts upon liquidation, dissolution or winding-up, the Series A1 Preferred Stock, the Series A Preferred Stock and the Series D Preferred Stock rank on parity with respect to each other and senior to the Common Stock.

In December 2022, the Company announced the redemption of all outstanding shares of its Series L Preferred Stock.

In January 2023, the Company completed such previously-announced redemption of all outstanding shares of its Series L Preferred Stock in cash at its stated value of $ 28.37 per share (plus accrued and unpaid dividend of $ 1.56 per share, or $ 4.6 million in the aggregate).

The total cost to complete the Series L Redemption, including transaction costs of $ 93,000 (or $ 0.03 per share), was $ 83.8 million.

Dividends —With respect to the payment of dividends or the distribution of amounts upon liquidation, dissolution or winding-up, the Series A1 Preferred Stock, the Series A Preferred Stock and the Series D Preferred Stock rank on parity with respect to each other and senior to the Common Stock.

Holders of Series A1 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 (the “Series A1 Dividend”) on each share of Series A1 Preferred Stock at the greater of (i) an annual rate of 6.0 % of the Series A1 Preferred Stock Stated Value (i.e., the equivalent of $ 0.3750 per share per quarter) and (ii) the Federal Funds (Effective) Rate for such quarter and plus 2.5 % of the Series A1 Preferred Stock Stated Value divided by four, up to a maximum of 2.5 % of the Series A1 Preferred Stock Stated Value per quarter.

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The timing and amount of the Series A1 Dividend, 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.

During the year ended December 31, 2022, the Company paid $ 1.8 million, $ 11.4 million, $ 78,000 and $ 11.1 million of cash dividends on its Series A1 Preferred Stock, Series A Preferred Stock, Series D Preferred Stock and Series L Preferred Stock, respectively.

During the year ended December 31, 2021, the Company paid $ 9.6 million, $ 50,000 and $ 8.4 million of cash dividends on its Series A Preferred Stock, Series D Preferred Stock and Series L Preferred Stock, respectively.

During the year ended December 31, 2023, the Company paid $ 13.9 million, $ 10.9 million, $ 69,000 and $ 4.6 million of cash dividends on the Series A1 Preferred Stock, Series A Preferred Stock, Series D Preferred Stock and Series L Preferred Stock, respectively.

During the year ended December 31, 2022, the Company paid $ 1.8 million, $ 11.4 million, $ 78,000 and $ 11.1 million of cash dividends on the Series A1 Preferred Stock, Series A Preferred Stock, Series D Preferred Stock and Series L Preferred Stock, respectively.

Redemptions —The Company’s Series A1 Preferred Stock, Series A Preferred Stock and Series D Preferred Stock are redeemable at the option of the holder or the Company.

The redemption schedule of the Series A1 Preferred Stock, Series A Preferred Stock and Series D Preferred Stock allows redemptions at the option of the holder of Series A1 Preferred Stock, Series A Preferred Stock or Series D Preferred Stock from the date of original issuance of any such shares at the Series A1 Preferred Stock Stated Value, 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.

The Company has the right to redeem the Series A1 Preferred Stock after the date that is twenty-four months following the

The redemption schedule of the Series A1 Preferred Stock, Series A

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

original issuance of such shares of Series A1 Preferred Stock at the Series A1 Preferred Stock Stated Value, plus accrued and unpaid dividends.

Preferred Stock and Series D Preferred Stock allows redemptions at the option of the holder of Series A1 Preferred Stock, Series A Preferred Stock or Series D Preferred Stock from the date of original issuance of any such shares at the Series A1 Preferred Stock Stated Value, 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.

The Company has the right to redeem the Series A1 Preferred Stock after the date that is twenty-four months following the original issuance of such shares of Series A1 Preferred Stock at the Series A1 Preferred Stock Stated Value, plus accrued and unpaid dividends.

The Company 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.

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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 had the right to require the Company to redeem, and the Company also had 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.

As announced on December 23, 2022, the Company redeemed all remaining outstanding shares of its Series L Preferred Stock in cash on January 25, 2023 at its stated value of $ 28.37 .

In December 2022, the Company announced the redemption of all outstanding shares of its Series L Preferred Stock.

In January 2023, the Company completed such previously-announced redemption of all outstanding shares of its Series L Preferred Stock in cash at its stated value of $ 28.37 per share (plus accrued and unpaid dividends of $ 1.56 per share, or $ 4.6 million in the aggregate).

The total cost to complete the Series L Redemption, including transaction costs of $ 93,000 (or $ 0.03 per share), was $ 83.8 million.

In connection with the Series L Redemption, the Company recognized redeemable preferred stock redemptions of $ 7.9 million on its consolidated statement of operations for the year ended December 31, 2022.

The $ 7.9 million of redeemable preferred stock redemptions represents the difference between the repurchase price (including $ 0.03 per share of transaction costs) and the carrying the value of the repurchased Series L Preferred Stock (representing the stated value of $ 28.37 per share reduced by $ 2.65 per share of stock offering costs).

As of December 31, 2022, $ 83.8 million was recorded in accounts payable and accrued expenses on the Company’s consolidated balance sheet in connection with the Series L Redemption.

The accrued and unpaid dividends on the redeemed shares of Series L Preferred Stock through December 31, 2022 of $ 1.56 per share (or $ 4.6 million accrued and unpaid dividends in the aggregate) were also paid on January 25, 2023.

No additional dividends will be owed on the redeemed shares of Series L Preferred Stock subsequent to December 31, 2022.

STOCKHOLDERS’ EQUITY

9 unchanged sentences

December 15, 2022 January 9, 2023 Regular Quarterly $ 0.085

September 7, 2021 September 29, 2021 Regular Quarterly $ 0.075

June 7, 2021 June 30, 2021 Regular Quarterly $ 0.075

March 5, 2021 March 30, 2021 Regular Quarterly $ 0.075

On December 15, 2022, the Company declared a cash dividend of $ 0.085 per share of its Common Stock, which was paid on January 9, 2023 to stockholders of record at the close of business on December 27, 2022.

On March 20, 2023, the Company declared a cash dividend of $ 0.085 per share of its Common Stock, to be paid on April 11, 2023 to stockholders of record at the close of business on March 30, 2023.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2022 and 2021

and for the Years Ended December 31, 2022 and 2021 (Continued)

Rights Offering

During the year ended December 31, 2021, the Company conducted the Rights Offering pursuant to which the Company issued an aggregate of 8,521,589 shares of Common Stock at a subscription price of $ 9.25 per share for aggregate gross proceeds of $ 78.8 million.

Offering costs of $ 1.9 million were incurred in connection with the Rights Offering and recorded as a reduction to additional paid-in capital.

September 22, 2022 October 17, 2022 Regular Quarterly $ 0.085

June 10, 2022 July 5, 2022 Regular Quarterly $ 0.085

March 8, 2022 April 1, 2022 Regular Quarterly $ 0.085

On December 20, 2023, the Company declared a cash dividend of $ 0.085 per share of its Common Stock, which was paid on January 16, 2024 to stockholders of record at the close of business on January 2, 2024.

On March 27, 2024, the Company declared a cash dividend of $ 0.085 per share of its Common Stock, to be paid on April 22, 2024 to stockholders of record at the close of business on April 8, 2024.

Series A Preferred Warrants

2 unchanged sentences

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.

However, in accordance with the terms of the Series A Preferred Warrants, the exercise

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

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.

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

As of December 31, 2022, the Company had 3,316,118 Series A Preferred Warrants outstanding to purchase 858,208 shares of Common Stock and allocated net proceeds of $ 484,000 after specifically identifiable offering costs and allocated general offering costs, to the Series A Preferred Warrants in permanent equity.

As of December 31, 2023, the Company had 1,749,732 Series A Preferred Warrants outstanding to purchase 449,382 shares of Common Stock in connection with the Company’s offering of Series A Preferred Units and allocated net proceeds of $ 410,000 after specifically identifiable offering costs and allocated general offering costs, to the Series A Preferred Warrants in permanent equity.

Share Repurchase Program

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Total as of December 31, 2023

662,462 $ 4,715

FAIR VALUE OF FINANCIAL INSTRUMENTS

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Level 3 Inputs —Unobservable inputs

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2022 and 2021

and for the Years Ended December 31, 2022 and 2021 (Continued)

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

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Accordingly, Level 3 inputs are used to measure fair value.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

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.

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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, 2022 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 December 31, 2022 and 2021, the Company used a rate of 6.48 % and 3.22 %, respectively.

The rate used to estimate the fair value of the Company’s junior subordinated notes was 9.02 % and 4.46 % as of December 31, 2022 and 2021, respectively.

Debt —The carrying amounts of the Company’s secured borrowings - government guaranteed loans, SBA 7(a) loan-backed notes, 2022 Credit Facility and variable rate mortgage payable 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 fixed rate mortgage notes payable and junior subordinated notes by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date.

Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs.

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.

7 unchanged sentences

5.00 % - 17.00 %

SBA 7(a) loans receivable, subject to loan-backed notes N/A N/A 5.75 % - 7.75 %

SBA 7(a) loans receivable, subject to loan-backed notes 10.00 % - 11.00 %

4.88 % - 17.50 %

3 unchanged sentences

5.00 % - 17.00 %

SBA 7(a) loans receivable, paycheck protection program N/A N/A 1.00 %

Derivative Instruments — The Company’s derivative instrument is comprised of an interest rate cap.

All derivative instruments are carried at fair value and are valued using Level 2 inputs.

The fair value of this instrument is determined using interest rate market pricing models.

In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the respective counterparties.

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 December 31, 2023 and 2022.

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(in thousands)

SBA 7(a) loans receivable, paycheck protection program $ — $ — $ 4,903 $ 5,050 3

SBA 7(a) loans receivable, subject to loan-backed notes $ 43,263 $ 46,701 $ — $ — 3

2 unchanged sentences

SBA 7(a) loans receivable, held for sale $ 98 $ 82 $ 152 $ 126 3

Mortgage payable (1)

Mortgages payable (1)

$ 163,700 $ 158,529 $ 97,100 $ 90,002 2, 3

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$ 27,070 $ 24,667 $ 27,070 $ 25,067 3

(1) The carrying amounts for the mortgage payable and junior subordinated notes represents the principal outstanding amounts, excluding deferred debt issuance costs and discounts.

RELATED-PARTY TRANSACTIONS

(1) The carrying amounts for the mortgages payable and junior subordinated notes represents the principal outstanding amounts, excluding deferred debt issuance costs and discounts.

RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

Asset Management and Other Fees to Related Parties

Asset Management Fees;

Administrative Fees and Expenses —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”).

Administrative Fees and Expenses —CIM Urban Partners, L.P., a wholly owned subsidiary of the Company, and CIM Capital, LLC, an affiliate of 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:

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provided, that, non-controlling interests in any UPREIT operating partnership relating to the Company shall not be excluded.

Subject to applicable laws and regulations under Nasdaq and the TASE and the agreement of the Operator, the Company will pay the Base Fee owed with respect to the first quarter of 2022 in shares of its Series A Preferred Stock and it is likely that the Company will pay some or part of the remainder of the Base Fees incurred during the year ended December 31, 2022 in shares of Series A Preferred Stock.

Incentive Fee:

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In lieu of cash payment of the Base Fee, the Company has issued to the Operator shares of its Series A1 Preferred Stock as payment for the quarterly Base Fee for the nine months ended September 30, 2022.

Pursuant to the Investment Management Agreement, the asset management fee prior to January 1, 2022 fee was calculated (without giving effect to the Fee Waiver) as a percentage of the daily average adjusted fair value of CIM Urban’s assets as follows:

15 unchanged sentences

During the years ended December 31, 2023 and 2022, such services performed by the Administrator and its affiliates included accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources, corporate communications, operational and on-going support in connection with the Company’s offering of Preferred Stock.

The Company will also reimburse the Administrator for the Company’s share of broken deal expenses that are incurred by the Administrator and its affiliates (i.e., fees and expenses relating to investments that were contemplated but the Company did not make and/or transactions that could have been executed by the Company but that the Company did not consummate, including fees and expenses associated with performing due diligence review and negotiating the terms of such investments or transactions).

1 unchanged sentence

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.

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, with the exception of certain onsite management costs which are capitalized in some cases.

and certain of its affiliates (collectively, the “CIM Management Entities”), all affiliates of CIM Group, provide property management, leasing, and development services to properties owned by the Company.

Property management fees earned by the CIM Management entities and onsite management costs incurred are included in rental and other property operating expenses in the accompanying consolidated statements of operations, with the exception of certain onsite management costs which are capitalized in some cases.

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.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

management fees and development management reimbursements are capitalized to investments in real estate on the accompanying consolidated balance sheets.

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.

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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 — CCO Capital, LLC (“CCO Capital”) became the exclusive dealer manager for the Company’s public offering of the Series A Preferred Stock and and Series A Preferred Warrants effective as of May 31, 2019.

Offering-Related Fees — CCO Capital, LLC (“CCO Capital”) became the exclusive dealer manager for the Company’s public offering of the Series A Preferred Stock and Series A Preferred Warrants effective as of May 31, 2019.

CCO Capital is a registered broker dealer and is under common control with the Operator and the Administrator.

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Construction management fees (5)

Development management reimbursements (6)

Administrative Fees and Expenses:

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Non-issuance specific offering costs (9)

(1) The Company issued to the Operator an aggregate of 270,209 shares of its Series A Preferred Stock , in lieu of cash payment of the asset management fees incurred during the year ended December 31, 2021.

(1) The Company issued to the Operator 110,285 shares of Series A1 Preferred Stock in lieu of cash payment for the asset management fees incurred during the nine months ended September 30, 2022.

(2) Does not include the company’s share of the property management fees from the Unconsolidated Joint Venture of $ 40,000 for the year ended December 31, 2022.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

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and for the Years Ended December 31, 2023 and 2022 (Continued)

(3) Does not include the Company’s share of the onsite management and other cost reimbursements from the Unconsolidated Joint Venture of $ 94,000 for the year ended December 31, 2022.

(4) Does not include the Company’s share of the leasing commissions from the Unconsolidated Joint Venture of $ 4,000 for the year ended December 31, 2022.

(5) Does not include the Company’s share of the construction management fees from the Unconsolidated Joint Venture of $ 21,000 for the year ended December 31, 2022, respectively.

(2) Does not include the company’s share of the property management fees from the Unconsolidated Joint Ventures of $ 78,000 and $ 40,000 for the years ended December 31, 2023 and 2022, respectively.

(3) Does not include the Company’s share of the onsite management and other cost reimbursements from the Unconsolidated Joint Ventures of $ 336,000 and $ 94,000 for the years ended December 31, 2023 and 2022, respectively.

(4) Does not include the Company’s share of the leasing commissions from the Unconsolidated Joint Ventures of $ 32,000 and $ 4,000 for the year ended December 31, 2023 and 2022, respectively.

(5) Does not include the Company’s share of the construction management fees from the Unconsolidated Joint Ventures of $ 183,000 and $ 21,000 for the years ended December 31, 2023 and 2022, respectively.

(6) Does not include the Company’s share of the development management reimbursements from the Unconsolidated Joint Ventures of $ 481,000 for the year ended December 31, 2023.

(7) Expense reimbursements to related parties - lending segment do not include personnel costs capitalized to deferred loan origination costs of $ 121,000 and $ 136,000 for the years ended December 31, 2023 and 2022, respectively.

12 unchanged sentences

Total due to related parties $ 3,463 $ 3,155

Affiliate Investments

In February 2022, the Company invested with the CIM JV Partner, a CIM-managed separate account, in the Unconsolidated Joint Venture, which purchased an office property in Los Angeles, California for a gross purchase price of approximately $ 51.0 million, of which the Company initially contributed approximately $ 22.4 million and the CIM JV Partner initially contributed the remaining balance.

Investments with Affiliates of CIM Group

In February 2022, the Company invested with the 1910 Sunset JV Partner, a CIM-managed separate account, in the 1910 Sunset JV which purchased an office property in Los Angeles, California for a gross purchase price of approximately $ 51.0 million , of which the Company initially contributed approximately $ 22.4 million and the 1910 Sunset JV Partner initially contributed the remaining balance .

See Note 2 and Note 4 for more information.

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.

In February 2023, the Company and the 1902 Park JV Partner invested in the 1902 Park JV, which purchased a multifamily property in the Echo Park neighborhood of Los Angeles, California for a gross purchase price of $ 19.1 million.

The Company owns 50 % of the 1902 Park JV.

In connection with the closing in February 2023, the 1902 Park JV obtained financing of $ 9.6 million through the 1902 Park Mortgage Loan.

The Company and the 1902 Park JV Partner both initially contributed $ 6.6 million to the 1902 Park JV.

See Note 2 and Note 4 for more information.

In October 2023, the Company and the 1015 N Mansfield JV Partner acquired from an unrelated third-party a 100 % fee-simple interest in a plot of land located in the Sycamore media district of Los Angeles, California for a gross purchase price of $ 18.0 million (excluding transaction costs).

The property has a site area of approximately 44,141 square feet and contains a parking garage that has been leased to a third party tenant.

The site is being evaluated for different creative office development options.

The Company owns 28.8 % of the 1015 N Mansfield JV.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

On May 15, 2019, an affiliate of 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 (4750 Wilshire).

The lease was amended on August 7, 2019 to reduce the rentable square feet to approximately 30,000 rentable square feet.

For the years ended December 31, 2022 and 2021, the Company recorded rental and other property income related to this tenant of $ 1.5 million.

In February 2023, the Company sold an 80 % interest in 4750 Wilshire and now holds its retained 20 % interest in the property through the 4750 Wilshire JV.

Prior to the sale, for the three months ended March 31, 2023, the Company recorded rental and other property income related to this tenant of $ 194,000 and for the year ended December 31, 2022, recorded rental and other property income from the tenant of $ 1.5 million.

For the year ended December 31, 2023, the Company’s share of the income from the tenant earned by the 4750 Wilshire JV was $ 170,000 .

During the year ended December 31, 2023 , the Company acquired an interest in four assets from entities indirectly wholly owned by a fund that is managed by affiliates of CIM Group for $ 282.9 million (exclusive of transactions costs) .

See Note 3 and Note 7 for more information.

COMMITMENTS AND CONTINGENCIES

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The Company’s outstanding commitments to fund loans were $ 12.6 million as of December 31, 2023, all 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

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2022 and 2021

and for the Years Ended December 31, 2022 and 2021 (Continued)

expiration dates.

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.

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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.

As of December 31, 2022, the Company serviced an aggregate of $ 250.2 million of the guaranteed portion of SBA 7(a) loans .

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 the Company.

As of December 31, 2023, the Company serviced an aggregate of $ 236.8 million of the guaranteed portion of SBA

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

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.

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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.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2022 and 2021

and for the Years Ended December 31, 2022 and 2021 (Continued)

Future minimum rental revenue under long-term operating leases as of December 31, 2023, excluding tenant reimbursements of certain costs, are as follows (excludes unconsolidated properties, in thousands):

2 unchanged sentences

Thereafter 37,929

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

The Company has elected to be taxed as a REIT under the Code.

13 unchanged sentences

Income tax provision $ 1,228 $ 1,131

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2022 and 2021

and for the Years Ended December 31, 2022 and 2021 (Continued)

The components of the Company’s net deferred tax asset, which are included in other assets, are as follows:

3 unchanged sentences

Secured borrowings—government guaranteed loans

Other 145 153

Total gross deferred tax assets

Valuation allowance

( 52 ) ( 2,670 )

Deferred tax liabilities:

Loans receivable

( 71 ) ( 96 )

Deferred tax asset, net

3 unchanged sentences

As of December 31, 2023 and 2022, no reserves for uncertain tax positions have been established and the Company does not anticipate any material changes in the amount of unrecognized tax benefits recorded to occur within the next 12 months.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

The Tax Cuts and Jobs Act of 2017, signed into law in late December 2017, made sweeping changes to provisions of the Code applicable to businesses.

1 unchanged sentence

Management has reviewed these statutory changes and determined that the impact to the Company’s consolidated financial statements is not material.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2023 and 2022

and for the Years Ended December 31, 2023 and 2022 (Continued)

SEGMENT DISCLOSURE

The Company’s reportable segments during the years ended December 31, 2022 and 2021 consist of two types of commercial real estate properties, namely, office and hotel, as well as a segment for the Company’s lending business.

The Company’s reportable segments during the year ended December 31, 2023 consist of three types of commercial real estate properties, namely office, hotel and multifamily, as well as a segment for the Company’s lending business.

The Company’s reportable segments during the year ended December 31, 2022 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.

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Total property expenses 26,075 26,762

Income from unconsolidated entity 164 —

(Loss) income from unconsolidated entities ( 582 ) 164

Segment net operating income—office 28,376 29,330

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Revenues 11,224 —

Property expenses:

Operating 8,803 —

General and administrative 661 —

Total property expenses 9,464 —

Income from unconsolidated entity 155

Segment net operating income—multifamily 1,915 —

Revenues 11,458 10,765

Lending expenses:

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Depreciation and amortization ( 52,484 ) ( 20,348 )

Income before provision for income taxes 7,076 2,141

Gain on sale of real estate 1,104 —

(Loss) income before provision for income taxes ( 50,228 ) 7,076

Provision for income taxes ( 1,228 ) ( 1,131 )

Net income (loss) 5,945 ( 851 )

Net (income) loss attributable to noncontrolling interests ( 27 ) 1

Net income (loss) attributable to the Company $ 5,918 $ ( 850 )

Net (loss) income ( 51,456 ) 5,945

Net loss (income) attributable to noncontrolling interests 2,971 ( 27 )

Net (loss) income attributable to the Company $ ( 48,485 ) $ 5,918

The condensed assets for each of the segments as of December 31, 2023 and 2022, along with capital expenditures and loan originations for the years ended December 31, 2023 and 2022 are as follows:

3 unchanged sentences

Hotel 95,998 99,082

Multifamily 278,492 —

Lending 76,374 76,148

7 unchanged sentences

Hotel 2,098 414

Multifamily 1,476 —

Total capital expenditures 10,969 9,508

1 unchanged sentence

Total capital expenditures and loan originations $ 56,157 $ 50,127

(1) Includes investments in real estate of $ 9.9 million representing three development sites which the Company intends to develop into multifamily assets.

(2) Represents additions and improvements to real estate investments, excluding acquisitions.

Includes the activity for dispositions through their respective disposition dates.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

1 unchanged sentence

and for the Years Ended December 31, 2023 and 2022 (Continued)

(1) Represents additions and improvements to real estate investments, excluding acquisitions.

Includes the activity for dispositions through their respective disposition dates.

SUBSEQUENT EVENTS

Property Acquisitions

On January 31, 2023, the Company acquired an 89.42 % interest in each of Channel House, an 8-story apartment building with 333 units in Jack London Square, Oakland, California, land parcel F-3 and land parcel Site D, in each case located in Oakland, California, from related party entities also managed by CIM Group (collectively the “JLS Sellers”) for $ 120.4 million, $ 200,000 and $ 2.2 million, respectively (including, in the case of Channel House, an assumption of a mortgage of $ 103.0 million).

The purchase price is based on bids received by the JLS Sellers in connection with a marketed sales process and is subject to customary post-closing adjustments and does not include transaction costs relating to the acquisition.

CMCT’s knowledge of the asset, the market in which it is located and the ability of CMCT to close the transaction rapidly and with certainty were key factors in securing this opportunity.

In March, 2023, the Company made a principal payment of $ 16.0 million on the Channel House mortgage.

On February 17, 2023, an indirect wholly owned subsidiary of the Company announced the closing of a co-investment transaction pursuant to which three international co-investors acquired an 80 % interest in a property owned by such subsidiary located at 4750 Wilshire Blvd in Los Angeles (“4750 Wilshire”) for an aggregate of approximately $ 34.4 million, excluding transaction costs.

The Company intends to convert two out of the three floors of 4750 Wilshire into for-lease multifamily units.

The total cost of the conversion is expected to be approximately $ 31.0 million, which will be financed by a combination of equity contributions from the Company and co-investors as well as a $ 38.5 million mortgage from a bank Pursuant to the co-investment agreement, each co-investor will pay an on-going management fee to the Company.

In addition, the Company may earn incentive fees from co-investors based on the performance of 4750 Wilshire after conversion.

The Company will account for its retained ownership interest in the 4750 Wilshire Project as an equity method investment.

On February 28, 2023, the Company and a co-investor acquired from an unrelated third-party a 100 % fee-simple interest in a 75 -unit four-story multifamily property located in the Echo Park neighborhood of Los Angeles, California for a purchase price of $ 19.1 million, excluding transaction costs.

The Company owns 50 % of this property.

A mortgage of $ 9.6 million on the property was obtained in connection with the acquisition.

The Company will account for its ownership interest as an equity method investment.

On March 9, 2023, our lending division completed a securitization of the unguaranteed portion of certain of our SBA 7(a) loans receivable with the issuance of $ 54.1 million of unguaranteed SBA 7(a) loan-backed notes (with net proceeds of approximately $ 43.3 million, after payment of fees and expenses in connection with the securitization and the funding of a reserve account and an escrow account).

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

The SBA 7(a) loan-backed notes mature on March 20, 2048, with monthly payments due as payments on the collateralized loans are received.

The SBA 7(a) loan-backed notes bear interest at a per annum rate equal to the lesser of (i) 30-day average compounded SOFR plus 2.90 % and (ii) prime rate minus 0.35 %.

The annual interest rate for the first interest payment date shall be 7.40 %.

We reflect the SBA 7(a) loans receivable as assets on our consolidated balance sheet and the SBA 7(a) loan-backed notes as debt on our consolidated balance sheet.

On March 28, 2023, an indirect wholly-owned subsidiary of the Company acquired a 98.05 % interest in Eleven Fifty Clay, a 16-story apartment building with 288 units in downtown Oakland, California, from a related party also managed by CIM Group (the “Clay Seller”).

The purchase price is $ 142.7 million (including an assumption of a mortgage of $ 78.3 million), exclusive of transactions costs.

The purchase price is based on bids received by the Clay Seller in connection with a marketed sales process and will be subject to customary adjustments at closing.

CMCT’s knowledge of the asset, the market in which it is located and the ability of CMCT to close the transaction rapidly and with certainty were key factors in securing this opportunity.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements as of December 31, 2022 and 2021

and for the Years Ended December 31, 2022 and 2021 (Continued)

Dividend Declaration

On March 20, 2023, the Company declared a cash dividend of $ 0.085 per share of its Common Stock, to be paid on April 11, 2023 to stockholders of record at the close of business on March 30, 2023.

On March 27, 2024, the Company declared a cash dividend of $ 0.085 per share of its Common Stock, to be paid on April 22, 2024 to stockholders of record at the close of business on April 8, 2024.

Schedule III—Real Estate and Accumulated Depreciation

38 unchanged sentences

Los Angeles, CA — 712 2 117 712 119 831 — N/A 2022

Channel House

Oakland, CA 87,000 17,214 103,553 214 17,214 103,767 120,981 2,934 2021 2023

Oakland, CA 66,600 16,643 115,828 288 16,643 116,116 132,759 2,968 2021 2023

Oakland, CA — 251 — 31 251 31 282 — N/A 2023

466 Water Street Land Site

Oakland, CA — 2,505 — 95 2,505 95 2,600 — N/A 2023

Sheraton Grand Hotel (1)

15 unchanged sentences

Property acquisitions 255,993 10,756

Asset sales ( 49,484 ) —

Retirements ( 9,013 ) ( 3,593 )

20 unchanged sentences

Texas 19 $ 20 $ 850 9.50 % to 11.25 % 07/13/34 — 06/13/48 7,140 —

Indiana 12 $ 90 $ 950 7.75 % to 9.00 % 05/14/36 — 08/26/46 4,617 —

Michigan 14 $ 80 $ 950 7.75 % to 9.00 % 12/10/34 — 10/27/46 4,075 —

14 $ 20 $ 940 9.00 % to 11.25 % 12/10/34 — 12/18/48 4,044 198

Florida 11 $ 30 $ 1,030 10.50 % to 11.25 % 06/29/32 — 02/07/48 3,957 —

West Virginia 7 $ 50 $ 860 7.75 % to 9.00 % 09/25/31 — 09/07/47 2,421 —

Indiana 7 $ 80 $ 930 10.00 % to 11.25 % 05/14/36 — 08/26/46 2,770 —

Louisiana 6 $ 60 $ 960 9.50 % to 11.25 % 11/22/31 — 12/07/48 2,408 —

Pennsylvania 4 $ 300 $ 670 8.00 % to 9.00 % 03/05/40 — 11/29/43 2,016 —

West Virginia 7 $ 50 $ 850 10.00 % to 11.25 % 09/25/31 — 09/07/47 2,400 —

Kentucky 7 $ 60 $ 430 10.25 % to 11.25 % 03/11/33 — 05/08/48 1,893 —

Illinois 11 $ 50 $ 290 8.00 % to 9.00 % 09/08/39 — 10/26/47 1,876 —

Pennsylvania 4 $ 290 $ 660 10.25 % to 11.25 % 03/05/40 — 11/29/43 1,810 —

North Carolina 7 $ 50 $ 760 10.25 % to 11.25 % 09/08/32 — 04/25/47 1,771 —

Illinois 9 $ 50 $ 280 10.25 % to 11.25 % 09/08/39 — 10/26/47 1,564 —

New York 4 $ 190 $ 700 10.50 % to 11.25 % 02/11/47 — 09/26/48 1,472 —

Washington 2 $ 300 $ 1,140 10.00 % to 10.75 % 03/09/46 — 10/12/48 1,435 —

Colorado 4 $ 260 $ 500 10.00 % to 10.75 % 02/17/41 — 05/22/48 1,406 —

Montana 4 $ 150 $ 470 9.50 % to 11.00 % 07/14/45 — 10/10/48 1,365 —

New Mexico 4 $ 90 $ 750 9.50 % to 11.25 % 11/17/34 — 04/19/48 1,329 —

Virginia 5 $ 110 $ 640 8.00 % to 8.75 % 12/27/44 — 12/15/47 1,497 —

Alabama 7 $ 20 $ 470 8.00 % to 8.75 % 07/27/25 — 09/10/46 1,427 —

Georgia 5 $ 100 $ 320 10.50 % to 11.25 % 12/28/34 — 08/11/47 1,133 —

South Carolina 4 $ 270 $ 380 8.00 % to 9.00 % 11/06/40 — 07/30/44 1,284 —

Tennessee 4 $ 140 $ 440 8.50 % to 8.75 % 06/01/43 — 08/31/46 1,226 —

Wisconsin 5 $ 100 $ 500 8.00 % to 9.00 % 03/05/32 — 06/09/46 1,167 —

Colorado 3 $ 310 $ 510 7.75 % to 8.50 % 02/17/41 — 09/15/45 1,154 —

39 $ 20 $ 850 9.50 % to 11.25 % 07/27/25 — 11/17/49 9,831 —

1 unchanged sentence

SBA 7(a) loans, subject to secured borrowings (5)

Total reserves ( 1,106 ) —

Current expected credit losses ( 1,680 ) —

169 $ 57,005 (6)

(1) Excludes general reserves of $ 1,021,000 since not specifically identified.

(1) Includes $ 724,000 of loans with subordinate lien positions.

(2) Interest rates are variable at spreads over the prime rate unless otherwise noted.

(4) Includes a loan with a retained face value of $ 85,000 , a valuation reserve of $ 85,000 and a fixed interest rate of 6.00 %.

(3) Includes a loan with a retained face value of $ 172,000 and a fixed interest rate of 9.00 %.

(4) Represents the government guaranteed portions of the Company’s SBA 7(a) loans detailed above retained by us.

11 unchanged sentences

Other - deferral of loan origination costs 742 1,086

Other - bad debt recovery 125 —

Other - accretion of loan discounts, net of amortization of deferred origination costs 1,643 1,836

2 unchanged sentences

Cost of mortgages sold, net ( 35,614 ) ( 34,124 )

Other - adoption of ASU 2016-13 (1)

Other - bad debt expense — ( 163 )

Balance, end of period $ 57,005 $ 62,547

(1) Effective January 1, 2023, the Company adopted ASU 2016-13 and recorded a cumulative adjustment of $ 783,000 representing a non cash transaction.

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-K

Item 9A. Controls and Procedures