EX-99.1 3 a17-10096_2ex99d1.htm EX-99.1

Exhibit 99.1

 

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

On March 28, 2017, CIM Commercial Trust Corporation (“the Company”) sold a 100% fee-simple interest in 211 Main Street (“211 Main”), a property located in San Francisco, California to BPP 211 Main Owner LLC, an unrelated third party.

 

The following unaudited pro forma consolidated financial statements of the Company have been prepared to reflect the effect of the sale as described in Item 2.01 of the Current Report on Form 8-K with which this Exhibit 99.1 is filed. The unaudited pro forma consolidated balance sheet as of December 31, 2016 is based on the balance sheet of the Company, and gives effect to the sale as if it occurred on December 31, 2016. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2016 is based on the historical consolidated statement of operations of the Company, and gives effect to the sale as if it had occurred on January 1, 2016.

 

The unaudited pro forma consolidated financial statements presented below are based on assumptions and adjustments set forth in the notes thereto. The unaudited pro forma adjustments made in the compilation of the unaudited pro forma consolidated financial statements were directly attributable to the sale, are factually supportable, and based upon available information and assumptions that the Company considers reasonable, and have been made solely for purposes of developing such unaudited pro forma consolidated financial statements for illustrative purposes in compliance with the disclosure requirements of the Securities and Exchange Commission (“SEC”). The unaudited pro forma consolidated financial statements are presented for informational purposes only and should not be considered indicative of actual results that would have been achieved had the sale actually been consummated on the dates indicated and does not purport to be indicative of the financial condition as of any future date or results of operation for any future period.

 

The unaudited pro forma consolidated financial statements, and the accompanying notes, should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 16, 2017.

 



 

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Unaudited Pro Forma Consolidated Balance Sheet

As of December 31, 2016

(in thousands, except share and per share data)

 

 

 

As Reported

 

Pro Forma

 

 

 

 

 

(A)

 

Adjustments (B)

 

Pro Forma

 

ASSETS

 

 

 

 

 

 

 

Investments in real estate, net

 

$

1,606,942

 

$

(94,082

)

$

1,512,860

 

Cash and cash equivalents

 

144,449

 

263,720

(C)

408,169

 

Restricted cash

 

32,160

 

 

32,160

 

Accounts receivable, net

 

13,086

 

(10

)

13,076

 

Deferred rent receivable and charges, net

 

116,354

 

(9,186

)

107,168

 

Other intangible assets, net

 

17,623

 

(35

)

17,588

 

Other assets

 

92,270

 

(93

)

92,177

 

TOTAL ASSETS

 

$

2,022,884

 

$

160,314

 

$

2,183,198

 

LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

Debt

 

$

967,886

 

$

(26,827

)(D)

$

941,059

 

Accounts payable and accrued expenses

 

39,155

 

(4,920

)

34,235

 

Intangible liabilities, net

 

3,576

 

(1,914

)

1,662

 

Due to related parties

 

10,196

 

(32

)

10,164

 

Other liabilities

 

34,056

 

 

34,056

 

Total liabilities

 

1,054,869

 

(33,693

)

1,021,176

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

REDEEMABLE PREFERRED STOCK: Series A, $0.001 par value; 36,000,000 shares authorized; 61,435 shares issued and outstanding; liquidation preference of $25.00 per share

 

1,426

 

 

1,426

 

EQUITY:

 

 

 

 

 

 

 

Common stock, $0.001 par value; 900,000,000 shares authorized; 84,048,081 shares issued and outstanding

 

84

 

 

84

 

Additional paid-in capital

 

1,566,073

 

 

1,566,073

 

Accumulated other comprehensive income (loss)

 

(509

)

 

(509

)

Distributions in excess of earnings

 

(599,971

)

194,007

(E)

(405,964

)

Total stockholders’ equity

 

965,677

 

194,007

 

1,159,684

 

Noncontrolling interests

 

912

 

 

912

 

Total equity

 

966,589

 

194,007

 

1,160,596

 

TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY

 

$

2,022,884

 

$

160,314

 

$

2,183,198

 

 

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

 



 

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2016

(in thousands, except per share data)

 

 

 

As Reported

 

Pro Forma

 

 

 

 

 

(F)

 

Adjustments (G)

 

Pro Forma

 

REVENUES:

 

 

 

 

 

 

 

Rental and other property income

 

$

241,413

 

$

(12,352

)

$

229,061

 

Expense reimbursements

 

12,502

 

(2,238

)

10,264

 

Interest and other income

 

12,016

 

 

12,016

 

 

 

265,931

 

(14,590

)

251,341

 

EXPENSES:

 

 

 

 

 

 

 

Rental and other property operating

 

124,703

 

(3,919

)

120,784

 

Asset management and other fees to related parties

 

33,882

 

(2,324

)(H)

31,558

 

Interest

 

34,385

 

(1,404

)

32,981

 

General and administrative

 

7,961

 

(48

)

7,913

 

Transaction costs

 

340

 

 

340

 

Depreciation and amortization

 

71,968

 

(4,341

)

67,627

 

 

 

273,239

 

(12,036

)

261,203

 

Gain on sale of real estate

 

39,666

 

 

39,666

 

INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES

 

32,358

 

(2,554

)

29,804

 

Provision for income taxes

 

1,646

 

 

1,646

 

NET INCOME FROM CONTINUING OPERATIONS

 

30,712

 

(2,554

)

28,158

 

NET INCOME FROM DISCONTINUED OPERATIONS- Income from operations of assets held for sale

 

3,853

 

 

3,853

 

NET INCOME

 

34,565

 

(2,554

)

32,011

 

Net income attributable to noncontrolling interests

 

(18

)

 

(18

)

NET INCOME ATTRIBUTABLE TO THE COMPANY

 

34,547

 

(2,554

)

31,993

 

Redeemable preferred stock dividends

 

(9

)

 

(9

)

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS

 

$

34,538

 

$

(2,554

)

$

31,984

 

BASIC AND DILUTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE:

 

 

 

 

 

 

 

Continuing operations

 

$

0.34

 

 

 

$

0.31

 

Discontinued operations

 

$

0.04

 

 

 

$

0.04

 

Net income

 

$

0.38

 

 

 

$

0.35

 

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:

 

 

 

 

 

 

 

Basic

 

91,328

 

 

 

91,328

 

Diluted

 

91,328

 

 

 

91,328

 

 

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

 



 

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

Pro Forma Adjustments

 

(A)       Reflects the Company’s consolidated balance sheet as of December 31, 2016, as contained in the financial statements presented in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2017.

 

(B)       Represents the elimination of the assets and liabilities associated with 211 Main. These adjustments also include actual cash received at closing on March 28, 2017.

 

(C)       Represents net proceeds received by the Company upon sale of 211 Main, which is net of repayment of property level debt, prorations and adjustments, and transaction costs.

 

(D)       Represents property level debt associated with 211 Main which was repaid in conjunction with the sale of the property.

 

(E)        Represents the excess of the proceeds from the sale of the property less estimated closing costs and other adjustments associated with the sale over the carrying value, as of December 31, 2016, of the assets net of liabilities of 211 Main. This amount has not been reflected in the pro forma consolidated statement of operations as it is considered to be nonrecurring in nature.

 

(F)         Reflects the consolidated results of operations of the Company for the year ended December 31, 2016, as contained in the financial statements presented in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2017.

 

(G)       Represents revenues and expenses associated with 211 Main for the year ended December 31, 2016.

 

(H)      Represents the impact to asset management fees assuming the sale of 211 Main occurred on January 1, 2016. Asset management fees are calculated as a percentage of the daily average gross fair value of investments.