SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 18, 2019

Commission File Number 1-13610

CIM COMMERCIAL TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	75-6446078
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

17950 Preston Road, Suite 600,
Dallas, TX 75252	(972) 349-3200
(Address of principal executive offices)	(Registrant’s telephone number)

Former name, former address and former fiscal year, if changed since last report: NONE

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

xPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 2.02 Results of Operations and Financial Condition

On March 18, 2019, CIM Commercial Trust Corporation (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2018.  A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 2.02 and Exhibit 99.1 are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 7.01 Regulation FD Disclosure

A copy of the Company’s Q4 2018 Investor Presentation is attached to this Form 8-K as Exhibit 99.2 and is incorporated by reference herein. Additionally, the Company has posted a copy of the presentation on its Shareholder Relations page at http://shareholders.cimcommercial.com/.

The information in this Item 7.01 and Exhibit 99.2 are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 — Other Events

The information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release, dated March 18, 2019, regarding the Company’s financial results for the three months and year ended December 31, 2018.
99.2	Investor Presentation Q4 2018.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 18, 2019

CIM COMMERCIAL TRUST CORPORATION
By:	/s/ David Thompson
	David Thompson, Chief Financial Officer

3

EX-99.1

Exhibit 99.1

CIM Commercial Trust Corporation Reports 2018 Fourth Quarter Results

Dallas—(March 18, 2019) CIM Commercial Trust Corporation (NASDAQ & TASE: CMCT) (“we”, “our”, “CMCT”, “CIM Commercial”, or the “Company”), a real estate investment trust (“REIT”) that primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving metropolitan communities throughout the United States, today reported operating results for the three months and year ended December 31, 2018.

Fourth Quarter 2018 Highlights

·Annualized rent per occupied square foot(1) on a same-store basis increased 6.9% to $43.64 as of December 31, 2018 compared to $40.82 as of December 31, 2017; annualized rent per occupied square foot across all properties was $45.21 as of December 31, 2018.

·Our same-store office portfolio was 95.4% leased as of December 31, 2018.

·During the fourth quarter of 2018, we executed 160,927 square feet of leases with terms longer than 12 months, of which 119,476 square feet were recurring leases executed at our same-store office portfolio, representing same-store cash rent growth per square foot of 56.1%.

·Net loss attributable to common stockholders was $(4,948,000), or $(0.11) per diluted share, for the fourth quarter of 2018 compared to net income attributable to common stockholders of $20,366,000, or $0.36 per diluted share, for the fourth quarter of 2017.

·Same-store office segment NOI(2) decreased 5.9%, while same-store office cash NOI(2) decreased 15.2%, for the fourth quarter of 2018 from the corresponding period in 2017.

·Same-store office segment net operating income (“NOI”), excluding lease termination income,(2) increased 7.9%, and same-store office cash NOI, excluding lease termination income,(2) increased 6.6%, for the fourth quarter of 2018 from the corresponding period in 2017.

·Funds from operations (“FFO”) attributable to common stockholders(3) was $8,497,000, or $0.19 per diluted share, for the fourth quarter of 2018 compared to $10,261,000, or $0.18 per diluted share, for the fourth quarter of 2017.

Management Commentary

Charles E. Garner II, CEO of CIM Commercial Trust Corporation, stated, “We generated strong same-store NOI growth, excluding lease termination income, in the fourth quarter as compared to the year-earlier period. The increase was driven by higher average rent per square foot and reflects the strength of our portfolio. We are well positioned to grow through same-store growth, development, and accretive acquisitions.”

Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock

We sold six properties in early March 2019 as part of our previously announced program to unlock embedded value in our portfolio and improve the trading liquidity of our common stock. The properties were located in Oakland, California, San Francisco, California, and Washington, D.C. and represent more than 50% of the properties that we targeted for sale in connection with the program. Three additional properties are being actively marketed for sale.

(1) Annualized rent per occupied square foot represents gross monthly base rent under leases commenced as of the specified periods, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Annualized rent for certain office properties includes rent attributable to retail.

(2) Please see our definition of “same-store” on page 10 and a reconciliation of these metrics to net income starting on page 11.

(3) Please see page 8 for a reconciliation of net (loss) income attributable to common stockholders to FFO attributable to common stockholders and a discussion of the benefits and limitations of FFO as a supplemental measure of operating performance.

1

After the completion of such property sales, we intend to provide liquidity to our common stockholders by returning a significant portion of the net proceeds from the property sales to them. Further, we expect that shares of our common stock held by our majority stockholder will be distributed to a diverse group of holders which we expect to be comprised of some of the current investors of such majority stockholder. We believe that these actions will improve the trading liquidity of our common stock and that the price of our common stock will better reflect the strength of our underlying portfolio.

We intend to continue to maintain a highly-flexible capital structure and expect to continue to target a 45% common equity percentage of total capitalization, based on fair value.

Financial Highlights

As of December 31, 2018, our real estate portfolio consisted of 21 assets, all of which were fee-simple properties. The portfolio included 19 office properties (including one parking garage and two development sites, one of which is being used as a parking lot), totaling approximately 3.4 million rentable square feet and one hotel with an ancillary parking garage, which has a total of 503 rooms. We also operate a lending business.

Fourth Quarter 2018

Net loss attributable to common stockholders was $(4,948,000), or $(0.11) per diluted share of common stock, for the three months ended December 31, 2018, compared to net income attributable to common stockholders of $20,366,000, or $0.36 per diluted share of common stock, for the three months ended December 31, 2017. The decrease is primarily attributable to the gain on sale of real estate of $23,005,000 recognized during the three months ended December 31, 2017, and increases in certain costs during the three months ended December 31, 2018, including an increase of $2,358,000 in redeemable preferred stock dividends declared and accumulated, an increase of $587,000 in transaction costs and an increase of $545,000 in depreciation and amortization, partially offset by an increase of $579,000 in net operating income of our operating segments and a decrease of $484,000 in interest expense not allocated to our operating segments.

FFO attributable to common stockholders was $8,497,000, or $0.19 per diluted share of common stock, for the three months ended December 31, 2018, compared to $10,261,000, or $0.18 per diluted share of common stock, for the three months ended December 31, 2017. The decrease in FFO attributable to common stockholders was primarily attributable to an increase of $2,358,000 in redeemable preferred stock dividends declared and accumulated and an increase of $587,000 in transaction costs, partially offset by an increase of $579,000 in net operating income of our operating segments and a decrease of $484,000 in interest expense not allocated to our operating segments.

Fiscal Year 2018

Net loss attributable to common stockholders was $14,298,000, or $0.33 per diluted share of common stock, for the twelve months ended December 31, 2018, compared to net income attributable to common stockholders of $377,813,000, or $5.47 per diluted share of common stock, for the twelve months ended December 31, 2017.

FFO attributable to common stockholders was $38,930,000, or $0.89 per diluted share of common stock, for the twelve months ended December 31, 2018, compared to $47,540,000, or $0.69 per diluted share of common stock, for the twelve months ended December 31, 2017.

Segment Information

Our reportable segments during the three months ended December 31, 2018 consisted of two types of commercial real estate properties, namely, office and hotel, as well as a segment for our lending business. Our reportable segments during the three months ended December 31, 2017 consisted of three types of commercial real estate properties, namely, office, hotel and multifamily, as well as a segment for our lending business. Net loss attributable to common stockholders was $(4,948,000), or $(0.11) per diluted share of common stock, for the three months ended December 31, 2018, compared to net income attributable to common stockholders of $20,366,000, or $0.36 per diluted share of common stock, for the three months ended December 31, 2017, which represents a decrease of $(25,314,000), or $(0.47) per diluted share of common stock. Total segment NOI was $26,548,000 for the three months ended December 31, 2018, compared to $25,969,000 for the three months ended December 31, 2017. (4)

(4) Please see our reconciliations of total segment NOI to net income starting on page 11.

2

Office

Same-Store

Same-store office segment NOI, excluding lease termination income, increased 7.9% on a GAAP basis and increased 6.6% on a cash basis for the three months ended December 31, 2018 compared to the three months ended December 31, 2017. Same-store office segment NOI decreased 5.9% on a GAAP basis and decreased 15.2% on a cash basis for the three months ended December 31, 2018 compared to the three months ended December 31, 2017. The decrease in same-store office segment NOI was primarily due to a decrease in expense reimbursements at one of our Washington, D.C. properties, a decrease in lease termination income at one of our California properties, and an increase in operating expenses at certain of our California properties, partially offset by a decrease in other tenant reimbursable expenses at one of our Washington, D.C. properties and an increase in rental revenue at certain of our California properties due to increases in rental rates.

At December 31, 2018, the Company’s same-store office portfolio was 93.1% occupied, a decrease of 100 basis points year-over-year on a same-store basis, and 95.4% leased, an increase of 20 basis points year-over-year on a same-store basis. The annualized rent per occupied square foot on a same-store basis was $43.64 at December 31, 2018 compared to $40.82 at December 31, 2017. For the three months ended December 31, 2018, the Company executed 119,476 square feet of recurring leases at our same-store office portfolio, representing same-store cash rent growth per square foot of 56.1%.

Total

Office segment NOI increased to $22,498,000 for the three months ended December 31, 2018, from $20,894,000 for the three months ended December 31, 2017.(5) The increase was primarily attributable to a decrease in other tenant reimbursable expenses at one of our Washington, D.C. properties, an increase due to the acquisition of two office properties in December 2017 and January 2018, an increase in rental revenue at certain of our California properties due to increases in rental rates, and an increase from real estate tax refunds related to prior years received during the three months ended December 31, 2018 for the property in Washington, D.C. that we sold in October 2017, partially offset by a decrease in expense reimbursements at one of our Washington, D.C. properties, a decrease in lease termination income at one of our California properties, and an increase in operating expenses at certain of our California properties.

Hotel

Hotel segment NOI was $2,848,000 for the three months ended December 31, 2018, compared to $2,958,000 for the three months ended December 31, 2017.(5)

Multifamily

During the three months ended December 31, 2017, we sold our last multifamily property. Multifamily segment NOI was $407,000 for the three months ended December 31, 2017.(5)

Lending

Our lending segment primarily consists of our SBA 7(a) lending platform, which is a national lender that primarily originates loans to small businesses in the hospitality industry. Lending segment NOI was $1,202,000 for the three months ended December 31, 2018, compared to $1,710,000 for the three months ended December 31, 2017.(5) The decrease was primarily due to a decrease in premium income from the sale of the government guaranteed portion of our SBA 7(a) loans.

Debt and Equity

During the three months ended December 31, 2018, we issued 391,451 Series A preferred units, with each Series A preferred unit consisting of one share of Series A preferred stock and one warrant to purchase 0.25 shares of our common stock, resulting in net proceeds of approximately $9,011,000. Net proceeds represent gross proceeds offset by costs specifically identifiable to the offering of the Series A preferred units, such as commissions, dealer manager fees, and other offering fees and expenses.

(5) Please see our reconciliations of office, hotel, multifamily and lending segment NOI to net income starting on page 11.

3

In October 2018, CIM Commercial entered into a revolving credit facility with a bank syndicate pursuant to which CIM Commercial can borrow up to a maximum of $250,000,000, subject to a borrowing base calculation. The revolving credit facility is secured by deeds of trust on certain properties and bears interest at (i) the base rate plus 0.55% or (ii) LIBOR plus 1.55%. At December 31, 2018, $130,000,000 was outstanding under the revolving credit facility. Subsequent to December 31, 2018, we repaid the outstanding balance on this facility, which was $130,000,000 at such time. We expect the revolving credit facility to remain in place following our program to unlock embedded value in our portfolio and improve trading liquidity of our common stock.

Dispositions

In March 2019 we completed the disposition of six assets in San Francisco, California; Oakland, California; and Washington, D.C.

Dividends

On December 4, 2018, we declared a quarterly cash dividend of $0.125 per share of our common stock, which was paid on December 27, 2018 to stockholders of record at the close of business on December 14, 2018.

In addition, we declared an annual cash dividend of $1.56035 per share of our Series L preferred stock. The dividend paid for 2018 also included a prorated dividend to cover the period from and including the original date of issuance of the Series L preferred stock to and including December 31, 2017. The dividend was paid on January 17, 2019 to stockholders of record at the close of business on December 31, 2018.

Further, we declared a quarterly cash dividend of $0.34375 per share of our Series A preferred stock, or portion thereof for issuances during the period from October 1, 2018 to December 31, 2018, which was paid on January 15, 2019 to stockholders of record at the close of business on January 5, 2019.

About CIM Commercial

CIM Commercial is a real estate investment trust that primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving metropolitan communities throughout the United States. Its properties are primarily located in Los Angeles, the San Francisco Bay Area and Washington, D.C. CIM Commercial is operated by affiliates of CIM Group, L.P., a vertically-integrated owner and operator of real assets with multi-disciplinary expertise and in-house research, acquisition, credit analysis, development, finance, leasing, and onsite property management capabilities (www.cimcommercial.com).

4

FORWARD-LOOKING STATEMENTS

The information set forth herein contains “forward-looking statements.” You can identify these statements by the fact that they do not relate strictly to historical or current facts or discuss the business and affairs of CIM Commercial on a prospective basis. Further, statements that include words such as “may,” “will,” “project,” “might,” “expect,” “target,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” “pursue,” “potential”, “forecast”, “seek”, “plan”, or “should” or the negative or other words or expressions of similar meaning, may identify forward-looking statements.

CIM Commercial bases these forward-looking statements on particular assumptions that it has made in light of its experience, as well as its perception of expected future developments and other factors that it believes are appropriate under the circumstances.  These forward-looking statements are necessarily estimates reflecting the judgment of CIM Commercial and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, including those associated with (i) CIM Commercial’s ability to consummate the sales of properties currently targeted for sale, (ii) the extent to which capital is returned to stockholders, if at all, and the timing thereof, (iii) the decision of CIM Commercial’s majority stockholder to distribute shares of CIM Commercial common stock to its investors and (iv) general economic, market and other conditions. For a further list and description of the risks and uncertainties inherent in forward-looking statements, see CIM Commercial’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

As you read and consider the information herein, you are cautioned to not place undue reliance on these forward-looking statements. These statements are not guarantees of performance or results and speak only as of the date hereof. These forward-looking statements involve risks, uncertainties and assumptions. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained herein will in fact transpire. New factors emerge from time to time, and it is not possible for CIM Commercial to predict all of them. Nor can CIM Commercial assess the impact of each such factor or the extent to which any factor, or combination of factors may cause results to differ materially from those contained in any forward looking statement. CIM Commercial undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

For CIM Commercial Trust Corporation 
Media Relations: 
Bill Mendel, 212-397-1030
bill@mendelcommunications.com

or

Shareholder Relations:

Steve Altebrando, 646-652-8473
shareholders@cimcommercial.com

5

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

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

	December 31,
	2018			2017
ASSETS
Investments in real estate, net	$	1,040,937		$	957,725
Cash and cash equivalents	54,931			129,310
Restricted cash	22,512			27,008
Loans receivable, net	83,248			81,056
Accounts receivable, net	6,640			13,627
Deferred rent receivable and charges, net	84,230			84,748
Other intangible assets, net	9,531			6,381
Other assets	18,197			36,533
Assets held for sale, net	22,175			—
TOTAL ASSETS	$	1,342,401		$	1,336,388
LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY
LIABILITIES:
Debt, net	$	588,671		$	630,852
Accounts payable and accrued expenses	41,598			26,394
Intangible liabilities, net	2,872			1,070
Due to related parties	10,951			8,814
Other liabilities	16,535			14,629
Liabilities associated with assets held for sale, net	28,766			—
Total liabilities	689,393			681,759
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK: Series A, $0.001 par value; 36,000,000 shares authorized; 1,566,386 and 1,565,346 shares issued and outstanding, respectively, at December 31, 2018 and 1,225,734 and 1,224,712 shares issued and outstanding, respectively, at December 31, 2017; liquidation preference of $25.00 per share, subject to adjustment	35,733			27,924
EQUITY:
Series A cumulative redeemable preferred stock, $0.001 par value; 36,000,000 shares authorized; 1,287,169 and 1,281,804 shares issued and outstanding, respectively, at December 31, 2018 and 61,435 and 60,592 shares issued and outstanding, respectively, at December 31, 2017; liquidation preference of $25.00 per share, subject to adjustment	31,866			1,508
Series L cumulative redeemable preferred stock, $0.001 par value; 9,000,000 shares authorized; 8,080,740 shares issued and outstanding at December 31, 2018 and 2017; liquidation preference of $28.37 per share, subject to adjustment	229,251			229,251
Common stock, $0.001 par value; 900,000,000 shares authorized; 43,795,073 and 43,784,939 shares issued and outstanding at December 31, 2018 and 2017, respectively	44			44
Additional paid-in capital	790,354			792,631
Accumulated other comprehensive income	1,806			1,631
Distributions in excess of earnings	(436,883		)	(399,250		)
Total stockholders’ equity	616,438			625,815
Noncontrolling interests	837			890
Total equity	617,275			626,705
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY	$	1,342,401		$	1,336,388

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited and in thousands, except per share amounts)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2018			2017			2018			2017
REVENUES:
Rental and other property income	$	34,831		$	32,105		$	138,310		$	166,587
Hotel income	8,108			8,245			35,672			35,576
Expense reimbursements	2,934			6,373			10,023			16,646
Interest and other income	4,254			6,021			13,719			17,567
	50,127			52,744			197,724			236,376
EXPENSES:
Rental and other property operating	20,933			25,318			80,171			101,585
Asset management and other fees to related parties	5,976			6,792			24,451			30,251
Interest	7,293			7,693			27,702			36,338
General and administrative	2,671			811			9,167			5,479
Transaction costs	579			(8		)	938			11,862
Depreciation and amortization	13,445			12,900			53,228			58,364
Impairment of real estate	—			—			—			13,100
	50,897			53,506			195,657			256,979
Gain on sale of real estate	—			23,005			—			401,737
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES	(770		)	22,243			2,067			381,134
Provision for income taxes	130			183			925			1,376
NET (LOSS) INCOME	(900		)	22,060			1,142			379,758
Net income attributable to noncontrolling interests	(6		)	(11		)	(21		)	(21		)
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY	(906		)	22,049			1,121			379,737
Redeemable preferred stock dividends declared and accumulated	(4,043		)	(1,685		)	(15,423		)	(1,926		)
Redeemable preferred stock redemptions	1			2			4			2
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(4,948	)	$	20,366		$	(14,298	)	$	377,813
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE:
Basic	$	(0.11	)	$	0.36		$	(0.33	)	$	5.47
Diluted	$	(0.11	)	$	0.36		$	(0.33	)	$	5.47
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic	43,795			55,885			43,792			69,062
Diluted	43,795			55,917			43,792			69,070

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Funds from Operations

(Unaudited and in thousands, except per share amounts)

We believe that FFO is a widely recognized and appropriate measure of the performance of a REIT and that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO represents net income (loss) attributable to common stockholders, computed in accordance with generally accepted accounting principles (“GAAP”), which reflects the deduction of redeemable preferred stock dividends accumulated, excluding gains (or losses) from sales of real estate, impairment of real estate, and real estate depreciation and amortization. We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (the “NAREIT”).

Like any metric, FFO should not be used as the only measure of our performance because it excludes depreciation and amortization and captures neither the changes in the value of our real estate properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our operating results. Other REITs may not calculate FFO in accordance with the standards established by the NAREIT; accordingly, our FFO may not be comparable to the FFOs of other REITs. Therefore, FFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a supplement to or substitute measure for cash flows from operating activities computed in accordance with GAAP. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends.

The following table sets forth a reconciliation of net (loss) income attributable to common stockholders to FFO attributable to common stockholders:

	Three Months Ended						Year Ended
	December 31,						December 31,
	2018			2017			2018			2017
Net (loss) income attributable to common stockholders	$	(4,948	)	$	20,366		$	(14,298	)	$	377,813
Depreciation and amortization	13,445			12,900			53,228			58,364
Impairment of real estate	—			—			—			13,100
Gain on sale of depreciable assets	—			(23,005		)	—			(401,737		)
FFO attributable to common stockholders	$	8,497		$	10,261		$	38,930		$	47,540
FFO attributable to common stockholders per diluted share	$	0.19		$	0.18		$	0.89		$	0.69

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Earnings Per Share

(Unaudited and in thousands, except per share amounts)

Earnings per share (“EPS”) for the year-to-date period may differ from the sum of quarterly EPS amounts due to the required method for computing EPS for the respective periods. In addition, EPS is calculated independently for each component and may not be additive due to rounding.

The following table reconciles the numerator and denominator used in computing our basic and diluted per-share amounts for net  (loss) income attributable to common stockholders:

	Three Months Ended					Year Ended
	December 31,					December 31,
	2018			2017		2018			2017
Numerator:
Basic net (loss) income attributable to common stockholders	$	(4,948	)	$	20,366	$	(14,298	)	$	377,813
Redeemable preferred stock dividends declared on dilutive shares	—			9		—			9
Diluted net (loss) income attributable to common stockholders	$	(4,948	)	$	20,375	$	(14,298	)	$	377,822
Denominator:
Basic weighted average shares of common stock outstanding	43,795			55,885		43,792			69,062
Effect of dilutive securities—contingently issuable shares	—			32		—			8
Diluted weighted average shares and common stock equivalents outstanding	43,795			55,917		43,792			69,070
Net (loss) income attributable to common stockholders per share:
Basic	$	(0.11	)	$	0.36	$	(0.33	)	$	5.47
Diluted	$	(0.11	)	$	0.36	$	(0.33	)	$	5.47

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CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Reconciliation of Net Operating Income

(Unaudited and in thousands)

We internally evaluate the operating performance and financial results of our real estate segments based on segment NOI, which is defined as rental and other property income and expense reimbursements less property related expenses and excludes non-property income and expenses, interest expense, depreciation and amortization, corporate related general and administrative expenses, gain (loss) on sale of real estate, impairment of real estate, transaction costs, and provision for income taxes. For our lending segment, we define NOI as interest income net of interest expense and general overhead expenses. We also evaluate the operating performance and financial results of our operating segments using cash basis NOI, or “cash NOI”. We define cash NOI as segment NOI adjusted to exclude the effect of the straight lining of rents, acquired above/below market lease amortization and other adjustments required by GAAP.

Segment NOI and cash NOI are not measures of operating results or cash flows from operating activities as measured by GAAP and should not be considered alternatives to income from continuing operations, or to cash flows as a measure of liquidity, or as an indication of our performance or of our ability to pay dividends. Companies may not calculate segment NOI or cash NOI in the same manner. We consider segment NOI and cash NOI to be useful performance measures to investors and management because, when compared across periods, they reflect the revenues and expenses directly associated with owning and operating our properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing a perspective not immediately apparent from income from continuing operations. Additionally, we believe that cash NOI is helpful to investors because it eliminates straight line rent and other non-cash adjustments to revenue and expenses.

To facilitate a comparison of our segments and portfolio between reporting periods, we calculate comparable amounts for a subset of our segments and portfolio referred to as our “same-store properties.” Our same-store properties are ones which we have owned and operated in a consistent manner and reported in our consolidated results during the entire span of the periods being reported. We excluded from our same-store property set this quarter any properties (i) acquired on or after October 1, 2017; (ii) sold or otherwise removed from our consolidated financial statements on or before December 31, 2018; or (iii) that underwent a major repositioning project we believed significantly affected its results at any point during the period commencing on October 1, 2017 and ending on December 31, 2018.

10

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Reconciliation of Net Operating Income (Continued)

(Unaudited and in thousands)

Below is a reconciliation of cash NOI excluding lease termination income to net income (loss) attributable to the Company:

	Three Months Ended December 31, 2018
	Same- Store Office			Non- Same- Store  Office		Total Office		Hotel		Multi- family		Lending		Total
Cash net operating income excluding lease termination income	$	20,119		$	1,983	$	22,102	$	2,848	$	—	$	1,202	$	26,152
Cash lease termination income	6			—		6		—		—		—		6
Cash net operating income	20,125			1,983		22,108		2,848		—		1,202		26,158
Deferred rent and amortization of intangible assets, liabilities, and lease inducements	(149		)	539		390		—		—		—		390
Straight line rent, below-market ground lease and amortization of intangible assets	—			—		—		—		—		—		—
Straight line lease termination income	—			—		—		—		—		—		—
Segment net operating income	$	19,976		$	2,522	$	22,498	$	2,848	$	—	$	1,202	$	26,548
Asset management and other fees to related parties														(5,511		)
Interest expense														(6,998		)
General and administrative														(785		)
Transaction costs														(579		)
Depreciation and amortization														(13,445		)
Loss before provision for income taxes														(770		)
Provision for income taxes														(130		)
Net loss														(900		)
Net income attributable to noncontrolling interests														(6		)
Net loss attributable to the Company														$	(906	)

11

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Reconciliation of Net Operating Income (Continued)

(Unaudited and in thousands)

	Three Months Ended December 31, 2017
	Same- Store Office			Non- Same- Store Office			Total Office			Hotel			Multi- family		Lending		Total
Cash net operating income (loss) excluding lease termination income	$	18,872		$	(335	)	$	18,537		$	2,959		404		$	1,700	$	23,600
Cash lease termination income	4,871			—			4,871			—			3		—		4,874
Cash net operating income (loss)	23,743			(335		)	23,408			2,959			407		1,700		28,474
Deferred rent and amortization of intangible assets, liabilities, and lease inducements	(366		)	11			(355		)	(1		)	—		—		(356		)
Straight line rent, below-market ground lease and amortization of intangible assets	—			—			—			—			—		10		10
Straight line lease termination income	(2,159		)	—			(2,159		)	—			—		—		(2,159		)
Segment net operating income (loss)	$	21,218		$	(324	)	$	20,894		$	2,958		$	407	$	1,710	$	25,969
Asset management and other fees to related parties																	(5,801		)
Interest expense																	(7,482		)
General and administrative																	(556		)
Transaction costs																	8
Depreciation and amortization																	(12,900		)
Gain on sale of real estate																	23,005
Income before provision for income taxes																	22,243
Provision for income taxes																	(183		)
Net income																	22,060
Net income attributable to noncontrolling interests																	(11		)
Net income attributable to the Company																	$	22,049

12

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Reconciliation of Net Operating Income (Continued)

(Unaudited and in thousands)

Below is a reconciliation of segment NOI excluding lease termination income to net income (loss) attributable to the Company:

	Three Months Ended December 31, 2018
	Same- Store Office		Non- Same- Store Office		Total Office		Hotel		Multi- family		Lending		Total
Segment net operating income excluding lease termination income	$	19,970	$	2,522	$	22,492	$	2,848	$	—	$	1,202	$	26,542
Lease termination income	6		—		6		—		—		—		6
Segment net operating income	$	19,976	$	2,522	$	22,498	$	2,848	$	—	$	1,202	$	26,548
Asset management and other fees to related parties													(5,511		)
Interest expense													(6,998		)
General and administrative													(785		)
Transaction costs													(579		)
Depreciation and amortization													(13,445		)
Loss before provision for income taxes													(770		)
Provision for income taxes													(130		)
Net loss													(900		)
Net income attributable to noncontrolling interests													(6		)
Net loss attributable to the Company													$	(906	)

13

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Reconciliation of Net Operating Income (Continued)

(Unaudited and in thousands)

	Three Months Ended December 31, 2017
	Same- Store Office		Non- Same- Store Office			Total Office		Hotel		Multi- family		Lending		Total
Segment net operating income (loss) excluding lease termination income	$	18,506	$	(324	)	$	18,182	$	2,958	$	404	$	1,710	$	23,254
Lease termination income	2,712		—			2,712		—		3		—		2,715
Segment net operating income (loss)	$	21,218	$	(324	)	$	20,894	$	2,958	$	407	$	1,710	$	25,969
Asset management and other fees to related parties														(5,801		)
Interest expense														(7,482		)
General and administrative														(556		)
Transaction costs														8
Depreciation and amortization														(12,900		)
Gain on sale of real estate														23,005
Income before provision for income taxes														22,243
Provision for income taxes														(183		)
Net income														22,060
Net income attributable to noncontrolling interests														(11		)
Net income attributable to the Company														$	22,049

14

EX-99.2

Exhibit 99.2

CIM Commercial Trust Corporation NASDAQ & TASE: CMCT March 2019 www.cimgroup.com ©2019 CIM Group CMCT CIM Commercial Trust Corporation Securities distributed by affiliate broker-dealer: CCO Capital, LLC, member: FINRA / SIPC

Free Writing Prospectus | CIM Commercial Trust Corporation Investor Presentation Q4 2018

Filed Pursuant to Rule 433 | Dated March 18, 2019| Registration Statement Nos. 333-203639; 333-210880; and 333-227707

CIM Commercial Trust Corporation (the “Company”) has filed registration statements (including prospectuses and prospectus supplements) with the Securities and Exchange Commission (the “SEC”) for the offerings to which this communication relates. Before you invest, you should read the prospectuses and the prospectus supplements in those registration statements and other documents the Company has filed with the SEC for more complete information about the Company and the offerings. You may request to receive a prospectus by calling toll-free at 1-866-341-2653.

Alternatively, you may also access the applicable prospectus for free on the SEC website at www.sec.gov as follows:

·Post Effective Amendment No. 3 to Form S-11 on Form S-3, dated January 9, 2018, relating to Registration Statement No. 333-203639

·Prospectus, dated April 13, 2018, relating to Registration Statement No. 333-210880, Supplement No. 1, dated May 14, 2018, Supplement No. 2, dated August 9, 2018, Supplement No. 3, dated October 9, 2018, Supplement No. 4, dated November 15, 2018, Supplement No. 5, dated December 14, 2018, Supplement No. 6, dated January 16, 2019, Supplement No. 7, dated February 5, 2019, and Supplement No. 8, dated March 11, 2019.

·Registration Statement on Form S-4, dated October 5, 2018, relating to Registration Statement No. 333-227707

Tender Offer. The proposed exchange offer (the “Proposed Exchange Offer”) involving CMCT’s Series L Preferred Stock has not yet commenced. This communication is for informational purposes only and shall not constitute an offer to buy or the solicitation of an offer to sell any securities of the Company, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Prior to any commencement of the Proposed Exchange Offer, the Company will file with the SEC a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents. PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE PROPOSED EXCHANGE OFFER, STOCKHOLDERS ARE URGED TO CAREFULLY READ THOSE MATERIALS, WHEN AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED EXCHANGE OFFER. Copies of materials relating to the Proposed Exchange Offer that the Company files with the SEC may be accessed free of charge through the SEC’s website at www.sec.gov or our website at http://shareholders.cimcommercial.com/sec-filings.

Important Disclosures Forward-looking Statements The information set forth herein contains "forward-looking statements." You can identify these statements by the fact that they do not relate strictly to historical or current facts or discuss the business and affairs of CIM Commercial on a prospective basis. Further, statements that include words such as "may," "will," "project," "might," "expect," “target,” "believe," "anticipate," "intend," "could," "would," "estimate," "continue," "pursue," "potential", "forecast", "seek", "plan", or "should" or the negative or other words or expressions of similar meaning, may identify forward-looking statements. CIM Commercial bases these forward-looking statements on particular assumptions that it has made in light of its experience, as well as its perception of expected future developments and other factors that it believes are appropriate under the circumstances. These forward-looking statements are necessarily estimates reflecting the judgment of CIM Commercial and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, including those associated with (i) CMCT’s ability to consummate sales, (ii) the extent to which capital is returned to stockholders, if at all, and the timing thereof, (iii) the decision of CMCT’s majority stockholder to distribute shares of CMCT common stock to its investors and (iv) general economic, market and other conditions. For a further list and description of the risks and uncertainties inherent in the forward looking statements, see CIM Commercial's filings with the Securities and Exchange Commission, including CIM Commercial's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, the Registration Statement on Form S-11 (Reg. No. 333-210880) relating to the Series A preferred stock, the Registration Statement on Form S-3 (Reg. No. 333-203639) relating to the sale of common stock by a selling shareholder and the Registration Statement on Form S-4 (Reg. No. 333-227707) relating to the potential exchange offer for shares of our Series L preferred stock. As you read and consider the information herein, you are cautioned to not place undue reliance on these forward-looking statements. These statements are not guarantees of performance or results and speak only as of the date hereof. These forward-looking statements involve risks, uncertainties and assumptions. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained herein will in fact transpire. New factors emerge from time to time, and it is not possible for CIM Commercial to predict all of them. Nor can CIM Commercial assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. CIM Commercial undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. 1B

CMCT is the product of a merger (the “Merger”) between a subsidiary of CIM Urban REIT, LLC (“CIM REIT”), a fund operated by CIM, and PMC Commercial Trust, a publicly traded real estate investment trust, consummated in Q1 2014. Represents dividends declared on our common stock from January 1, 2014 through March 15, 2019. Excludes a special dividend paid to PMC Commercial Trust’s shareholders in connection with the Merger, but includes 2014 dividends received by CIM REIT shareholders prior to the Merger and dividends on convertible preferred stock received by Urban Partners II, LLC, an affiliate of CIM REIT and CIM Group, L.P., on an as converted basis, in the Merger. The per share equivalent in proceeds from the tender offer is $2.15, calculated by dividing $210,000,000, the amount used by CMCT to purchase shares of common stock of CMCT in the tender offer, by 97,676,197, the number of shares of common stock outstanding immediately prior to such tender offer. The amounts of regular and special cash dividends per share are based on the number of shares outstanding as of the applicable record dates. Past performance is not indicative of future results. CMCT Thesis Resources & Expertise of CIM Group – Premier Institutional Owner Operator Large-scale platform with vertically-integrated team Proprietary “Qualified Community” methodology Disciplined, relative-value owner and operator with sightlines across all major U.S. metropolitan markets Primarily Class A and Creative Office Assets in Gateway Markets Located in high barrier-to-entry sub-markets where CIM Group anticipates outsized rent growth and/or capital appreciation San Francisco Bay Area, Los Angeles, Sacramento, Washington DC, and Austin Strong Growth Prospects / Attractive Flexible Cap Structure Same-store growth opportunity through increasing below-market leases to market rates Aims to make accretive acquisitions Value-add and development opportunities Prudent capital structure with diversified, flexible sources of capital to support growth Announced program to unlock embedded value in the portfolio by selling assets and returning a significant portion of the net proceeds to common shareholders Since the beginning of 2014, has provided $8.98 per share in regular dividends, special dividends, and a tender offer made available to all shareholders1 Focused on growing NAV and cash flows per share of common stock Maximizing Returns for Shareholders 2

Maximizing Returns For Shareholders Performance Since Launch of CMCT 3 Return based on cumulative regular and special dividends since March 31, 2014, divided by initial net asset value (“NAV”), from March 31, 2014 to February 27, 2019. Please see “Net Asset Value” under “Important Information” with respect to the methodology of the calculation of NAV of CMCT. Returns based on change in NAV per share from March 31, 2014 to February 27, 2019. “U.S. Office REITs” reflects the weighted average historical stock price and NAV performance of the companies included in the SNL US REIT Office Index as of February 27, 2019 based, for all periods indicated, on the weights attributed to each such company by such index as of February 27, 2019. The SNL US REIT Office Index is an index of certain publicly traded office REITs in the United States. The characteristics of the portfolios of assets of such companies included in “U.S. Office REITs” may differ significantly from the characteristics of CMCT’s portfolio of assets. “U.S. Office REITs” may therefore not be an appropriate benchmark for the performance of CMCT. Past performance is not a guarantee of future results. The data used in this chart is derived from SNL and filings with the U.S. Securities and Exchange Commission. (20%) (10%) 0% 10% 20% 30% 40% Cumulative Return from Dividends 1,2 CMCT US Office REITs 3 (20%) (10%) 0% 10% 20% 30% 40% Cumulative Return from Change in NAV per Share 2,3 CMCT US Office REITs 3

Maximizing Returns For Shareholders Performance Since Launch of CMCT 4 Total return includes changes in stock price or net asset value (“NAV”) per share, as applicable, and includes all dividends declared and paid with respect to the Company’s common stock from March 31, 2014 to February 27, 2019. Please see “Net Asset Value” under “Important Information” with respect to the methodology of the calculation of NAV of CMCT. “U.S. Office REITs” reflects the weighted average historical stock price and NAV performance of the companies included in the SNL US REIT Office Index as of February 27, 2019 based, for all periods indicated, on the weights attributed to each such company by such index as of February 27, 2019. The SNL US REIT Office Index is an index of certain publicly traded office REITs in the United States. The characteristics of the portfolios of assets of such companies included in “U.S. Office REITs” may differ significantly from the characteristics of CMCT’s portfolio of assets. “U.S. Office REITs” may therefore not be an appropriate benchmark for the performance of CMCT. Past performance is not a guarantee of future results. The data used in this chart is derived from SNL and filings with the U.S. Securities and Exchange Commission. 3 (10%) 0% 10% 20% 30% 40% 50% Total Returns Based on NAV 1,2 CMCT US Office REITs 3 ? NAV per Share + Dividends (50%) (40%) (30%) (20%) (10%) 0% 10% 20% 30% 40% 50% Total Returns Based on Stock Price 1 CMCT US Office REITs 3 ? Stock Price + Dividends

Maximizing Returns For Shareholders Active and strategic portfolio management to maximize returns to shareholders CMCT has sold – $2.0 billion of assets since going public in 2014, with additional assets actively marketed for sale1 2019 – Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock – net proceeds from asset sales, other than to the extent used for debt repayment, and a portion of our unrestricted cash balances and/or funds from our revolving credit facility are expected to be returned to common shareholders 5 Providing Liquidity to Shareholders2 As of March 15, 2019. In September 2016, June 2017 and December 2017, CMCT repurchased $80 million, $576 million and $310 million, respectively, of common shares in privately negotiated transactions from Urban Partners II, LLC. In connection with these share repurchases, CMCT paid the special cash dividends described in the table above that allowed the common stockholders that did not participate in the share repurchases to receive the economic benefit of such repurchases. Urban Partners II, LLC waived its right to receive these special cash dividends. Dividend was declared in December 2017 and paid in January 2018. CMCT is the product of a merger (the “Merger”) between a subsidiary of CIM Urban REIT, LLC (“CIM REIT”), a fund operated by CIM, and PMC Commercial Trust, a publicly traded real estate investment trust, consummated in Q1 2014. Represents dividends declared on our common stock from January 1, 2014 through March 15, 2019. Excludes a special dividend paid to PMC Commercial Trust’s shareholders in connection with the Merger, but includes 2014 dividends received by CIM REIT shareholders prior to the Merger and dividends on convertible preferred stock received by Urban Partners II, LLC, an affiliate of CIM REIT and CIM Group, L.P., on an as converted basis, in the Merger. The per share equivalent in proceeds from the tender offer is $2.15, calculated by dividing $210,000,000, the amount used by CMCT to purchase shares of common stock of CMCT in the tender offer, by 97,676,197, the number of shares of common stock outstanding immediately prior to such tender offer. The amounts of regular and special cash dividends per share are based on the number of shares outstanding as of the applicable record dates. Past performance is not indicative of future results. Date Liquidity 6/2016 $210 million tender offer @ $21.00/share 4/2017 $0.28 per share special cash dividend 6/2017 $1.98 per share special cash dividend 12/2017 $0.73 per share special cash dividend3 Cumulative Return of Capital to Common Shareholders2,4 Active Portfolio Management Gross asset sales of ~$2.0 billion (Q1 2015 – Q1 2019) 1 $152 million of office acquisitions (Q4 2017- Q4 2018) Exploring gross asset sales of additional ~$0.5 billion Cumulative Return of Capital Per Share $0.88 $1.75 $4.77 $8.36 $8.86 $8.98 $0 $1 $2 $3 $4 $5 $6 $7 $8 $9 $10 2014 2015 2016 2017 2018 2019

CIM Group Overview CIM Group Overview

CIM Summary As of February 2019. As of December 31, 2018. See Important Information beginning on page 21. Established Established in 1994 as an integrated owner and operator of real assets Strategies Real assets (infrastructure and real estate) focused in communities qualified by CIM as well as national credit (net-lease and debt) platforms Vertically-Integrated Multi-disciplinary expertise and in-house research, acquisition, credit analysis, development, financing, leasing and onsite property management capabilities Organization 950+ employees (14 principals including all of its founders, 540+ professionals)1 Office Locations Headquartered in Los Angeles, with offices in San Francisco Bay Area, Washington DC Metro Area, Dallas, TX, Phoenix, AZ, Chicago, IL and New York, NY Assets Owned and Operated $30.6 billion2 7

CIM Strategies 8 Urban Real Assets Infrastructure & Real Estate Stabilized Equity Opportunistic Equity Debt Value-add Equity CIM Commercial Trust Publicly Listed REIT NASDAQ: CMCT TASE: CMCT Predecessor formed in 2005 Net-lease Debt National Credit Real Estate Community Focused Strategies Following the Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock, CMCT would remain principally focused on Class A and creative office assets but may also participate more actively in other CIM Group real estate strategies and product types in order to broaden CMCT’s participation in CIM Group’s platform and capabilities for the benefit of all classes of stockholders

CIM Competitive Advantages Diverse Team of In-House Professionals Commitment to Community Disciplined Approach Led by 14 principals (including the three original founders) with average CIM tenure of 14 years Vertically-integrated, real asset owner and operator with expertise across in-house research, acquisition, credit analysis, development, finance, leasing and onsite property management, working across multiple markets, asset classes and strategies Investments team responsible for entire life cycle of each asset; compensation is aligned with that of CIM’s partners and co-investors Sector-agnostic focus on specific metropolitan submarkets (“Qualified Communities”) exhibiting: Market values that are below long-term intrinsic values; or Underserved or transitional areas with dedicated resources that CIM believes will lead to outsized revenue growth and/or asset appreciation Extensive capital deployment in Qualified Communities has yielded long-term relationships and a proprietary origination channel Bring goods, services, employment and support needed for communities to be successful Regardless of the market cycle, CIM employs a strict discipline in qualifying communities as well as underwriting projects and potential acquisitions. CIM employs detailed underwriting, conservative leverage and proprietary research 1 2 3 9

10 1. Based on growth of Class A office rents, sourced from CBRE Outlook Dashboard, as of December 31, 2018. Site accessed February 2019. Growth in CIM Qualified Communities vs. National Downtowns vs. National Suburbs CIM qualifies communities for acquisition (122 qualified as of February 2019, 72 deployed capital). CIM Qualified Communities exhibit strong growth trends, which CIM believes will lead to outsized rental growth and/or capital appreciation. Since initial acquisition, CIM’s Qualified Communities have outperformed average national downtowns by over 55% and average national suburbs by over 200%1 Community Focused Strategy – CIM Qualified Communities -10% 30% 70% 110% 150% CIM Qualified Communities Average National Downtowns Average National Suburbs

CMCT Overview

Growth Focused Portfolio in Gateway Markets* 12 Excludes 2101 Webster Street, 1901 Harrison Street, 2100 Franklin Street, 2353 Webster Street Parking Garage, 260 Townsend and 830 First Street, which were sold to unrelated third parties in March 2019. Represents gross monthly base rent, as of December 31, 2018, multiplied by twelve. The amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursement to base rent. Represents trailing 12-month occupancy as of December 31, 2018, calculated as the number of occupied rooms divided by the number of available rooms. Represents trailing 12-month RevPAR as of December, 31 2018, calculated by dividing the amount of room revenue by the number of available rooms. Represents gross monthly contractual rent under parking and retail leases commenced as of December 31, 2018, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. *The Company has been marketing additional properties for sale as part of the Asset Sale, though the Company has not entered into a definitive agreement with respect to such properties and there can be no assurance that such properties will be sold or that the Company will continue to market such properties for sale as part of the Asset Sale. Growth Focused Portfolio1 Attractive Potential Development Pipeline1 As of December 31, 2018 Additional Properties Currently Marketed for Sale Location Sub-Market Rentable Square Feet % Occupied Annualized Rent Per Occupied SF 2 Location Sub-Market Potential Rentable SF Product Oakland, CA Oakland, CA 1 Kaiser Plaza Lake Merritt 535,324 93.5% $41.77 2 Kaiser Plaza Lake Merritt 425,000 - 800,000 Office 1333 Broadway City Center 252,609 92.8% 40.38 Washington, DC San Francisco, CA 901 N Capitol Street Capitol Hill 270,000/TBD Office/Multifamily 1130 Howard Street South of Market 21,194 100.0% 70.26 Austin, TX Los Angeles, CA 3601 S Congress Avenue South 42,000 Office 11620 Wilshire Boulevard West Los Angeles 194,643 94.1% 41.23 Sacramento, CA 4750 Wilshire Boulevard Mid-Wilshire 143,361 100.0% 26.92 Sheraton Grand Hotel Parking Downtown/Midtown N/A Hotel 9460 Wilshire Boulevard Beverly Hills 93,622 94.9% 93.78 Garage & Retail 11600 Wilshire Boulevard West Los Angeles 56,144 90.4% 52.43 Lindblade Media Center West Los Angeles 32,428 100.0% 44.59 Washington, DC 999 N Capitol Street Capitol Hill 315,983 90.1% 47.56 899 N Capitol Street Capitol Hill 314,667 86.1% 52.90 Austin, TX 3601 S Congress Avenue South 183,885 94.7% 35.66 TOTAL 2,143,860 92.6% $45.23 Hotel: Location Sub-Market Number of Rooms % Occupied 3 Revenue Per Available Room (RevPAR) 4 Sacramento, CA Sheraton Grand Hotel Downtown/Midtown 503 80.1% $129.73 Ancillary: Location Sub-Market Rentable Square Feet (Retail) % Occupied (Retail) Annualized Rent (Parking and Retail)(in thousands) 5 Sacramento, CA Sheraton Grand Hotel Parking Garage & Retail Downtown/Midtown 9,453 100.0% $2,943 Oakland, CA 2 Kaiser Plaza Lake Merritt - - - Washington, DC 901 N Capitol Street Capitol Hill - - -

Attractive, Flexible Capital Structure 13 Target Capital Structure Target capital structure of 45% common equity, 55% preferred equity and debt - seeks to enhance common equity returns with low relative risk Plan to maintain long-term debt at minimal levels (other than with respect to debt incurred for working capital purposes or acquisitions of properties or investments that the Company intends to refinance with proceeds from the issuances of Preferred Stock or Common Stock) Common Equity , 45% Debt and Preferred Equity , 55%

Appendix

Resources & Expertise of Institutional Owner Operator CIM Group Co-Founders 15 Richard Ressler CIM Group Principal, CMCT Chairman of the Board Founder and President of Orchard Capital Corp., a firm through which Mr. Ressler oversees companies in which Orchard Capital or its affiliates invest Co-Founder and a Principal of CIM Group Chairman of the board of j2 Global, Inc. (NASDAQ: JCOM) and director of Presbia PLC (NASDAQ: LENS) Served as Chairman and CEO of JCOM from 1997 to 2000 Chairman of executive committee and co-founder of predecessor of Orchard First Source Asset Management, a full-service provider of capital and leveraged finance solutions to U.S. corporations Co-founded and served as Vice Chairman of Brooke Group Limited, the predecessor of Vector Group, Limited (NYSE: VGR) Previously worked at Drexel Burnham Lambert, Inc. and began his career as an attorney with Cravath, Swaine and Moore, LLP B.A. from Brown University, and J.D. and M.B.A. degrees from Columbia University Avi Shemesh CIM Group Principal and CMCT Board Member Shaul Kuba CIM Group Principal and CMCT Board Member Co-Founder and a Principal of CIM Group Responsible for the day-to-day operations of CIM Group, including leading the Development Group and sourcing new acquisitions Serves on CIM's Investment and Real Assets Management Committees Real asset owner and operator for over 25 years Previously was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, which developed a variety of commercial and multifamily properties in Los Angeles Co-Founder and a Principal of CIM Group Responsible for responsible for investments, asset management, partner & co-investor relations and portfolio oversight Head of CIM’s Investments Group and serves on the firm’s Investment and Real Assets Management Committees Real asset owner and operator for over 25 years Previously was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, which developed a variety of commercial and multifamily properties in Los Angeles

Resources & Expertise of Institutional Owner Operator CMCT Management 16 Charles Garner CMCT Chief Executive Officer, CIM Group Principal CEO of CMCT and serves on CIM Group’s Investment Committee Prior to joining CIM Group, worked closely with the firm in various capacities since 1996, including originating and managing Federal Realty Investment Trust’s partnership with CIM Group Has been involved in billions of dollars of real estate transactions including the acquisition, joint venture investment, disposition and equity and debt financing of more than 100 properties Began career as a C.P.A. at PricewaterhouseCoopers and has held various transactional positions with Federal Realty, Walker & Dunlop and The Stout & Teague Companies B.S. degree in Management from Tulane University’s A.B. Freeman School of Business Jan Salit CMCT President and Secretary Joined CMCT after merger of PMC Commercial Trust Previously was Chairman of the Board, CEO and Secretary of PMC Commercial Trust Prior to CEO role, held Chief Operating Officer and Chief Investment Officer roles with PMC Commercial Trust (joined predecessor firm in 1993) Prior to joining PMC Commercial Trust, held positions with Glenfed Financial Corporation (and its predecessor company ARMCO Financial Corporation) including Chief Financial Officer David Thompson CMCT Chief Financial Officer, CIM Group Principal Prior to joining CIM Group in 2009, spent 15 years with Hilton Hotels Corporation, most recently as Senior Vice President and Controller responsible for worldwide financial reporting, financial planning and analysis, risk management, internal control and technical accounting compliance Tenure at Hilton included both SEC compliance as a public company and reporting as a private equity portfolio company Began career as a C.P.A. at Arthur Andersen & Co. Terry Wachsner CIM Group Principal, Real Estate Services Prior to joining CIM Group in 2005, was Director of Asset Services for Continental Development Corporation Prior to Continental, was Executive Managing Director for Kennedy-Wilson Properties, Ltd. where he was responsible for the operations and leasing of a 75 million square foot national portfolio of office, retail, industrial, and apartment properties From 1980 to 1998, headed up Heitman Properties, Ltd. as President of Property Management

Since 1994, CIM has qualified 122 communities in high barrier-to-entry markets and has owned and operated assets in 72 of those communities. The qualification process generally takes between six months and five years and is a critical component of CIM’s asset evaluation. CIM believes that its community qualification process provides it with a significant competitive advantage when making real asset acquisitions. 18 Qualification Criteria Transitional Metropolitan Districts Thriving Metropolitan Areas Population growth Broad public support for CIM’s approach Evidence of private funding from other institutional owners and operators Underserved niches in the community’s real estate infrastructure Potential to deploy a minimum of $100 million of opportunistic equity within five years Positive population trends Public support for acquisitions Opportunities below intrinsic value Potential to deploy a minimum of $100 million of opportunistic equity within five years Community Focused Real Assets Strategy 17

Recent CMCT Transactions 18 Note: These examples have been selected to generally illustrate CIM’s philosophy and may not be representative of future acquisitions. 1130 Howard Street 9460 Wilshire Boulevard Location Acquisition Date SoMa District of San Francisco, CA December 2017 Location Acquisition Date Key Attributes Beverly Hills, CA January 2018 High profile location in Beverly Hills at the corner of Wilshire Boulevard and Beverly Drive Adjacent to the Four Seasons Beverly Wilshire Hotel and Rodeo Drive Strong growth opportunity as below market rents roll to market Key Attributes Located in a vibrant neighborhood that CIM believes is the preferred location for many technology firms in the city 100% leased with weighted average remaining lease term of 5.2 years, as of December 2018 Former concrete warehouse extensively renovated in 2016-17 Other CIM Assets Other CIM Assets

Program to Unlock Embedded Value and Improve Trading Liquidity Unlock Embedded Value Through Targeted Asset Sales Monetize stabilized assets to unlock embedded value that has been created since 2006 Use a significant portion of net proceeds from asset sales to return capital to common stockholders Assets Sold: Represents gross monthly base rent, as of December 31, 2018, multiplied by twelve. The amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursement to base rent. All properties listed were sold to unrelated parties in March 2019. As of March 15, 2019. Based on fair value. The Company believes that there will be more clarity to the makeup of the Company’s portfolio, the aggregate sale price in any asset sales and the trading price of the Company’s common stock relative to its NAV following the significant milestones during the process. The Company has met and consulted with certain holders of the Preferred Stock as it considers such engagement to be important and expects to continue to provide updates at significant milestones during the process. Following the conclusion of the program, the Company intends to finalize any alternatives for its preferred stockholders with terms that the Company believes holders will then find satisfactory. 19 Improve Trading Liquidity Expect shares of our common stock held by our majority stockholder (~90% of CMCT’s outstanding common stock3) will be distributed to a diverse group of holders, which we expect to be comprised of some of the current investors of such majority stockholder Expected resulting increase in public float and trading liquidity would benefit all preferred and common stockholders and improve CMCT’s access to capital Prudent and Flexible Capital Structure5 Continue to target capital structure consisting of 45% common equity4 Plan to maintain long-term debt at minimal levels (other than with respect to debt incurred for working capital purposes or acquisitions of assets that the Company intends to refinance with proceeds from the issuances of Preferred Stock or Common Stock) Re-evaluate Common Stock dividend policy ($ in thousands, except per square foot data) Location Sub-Market Rentable Square Feet % Occupied Ann. Rent Per Occ. Square Foot 1 2101 Webster Street Lake Merritt 474,798 96.2% $41.12 1901 Harrison Street Lake Merritt 282,350 81.1% 45.39 2100 Franklin Street Lake Merritt 216,828 98.9% 42.18 2353 Webster Street Parking Garage Lake Merritt N/A N/A N/A 830 1st Street Capitol Hill 247,337 100.0% 47.09 260 Townsend Street South of Market 66,682 100.0% 74.32 Total Assets Sold 2 1,287,995 94.3% $45.14 As of December 31, 2018

Important Information

Important Information 21 Assets Owned and Operated (AOO) represents the aggregate assets owned and operated by CIM on behalf of partners (including where CIM contributes alongside for its own account) and co-investors, whether or not CIM has discretion, in each case without duplication. AOO includes total gross assets at fair value, with real assets presented on the basis described in “Book Value” below and operating companies presented at gross assets less debt, as of the Report Date (as defined below) (including the shares of such assets owned by joint venture partners and co-investments), plus binding unfunded commitments. AOO also includes the $0.3 billion of AOO attributable to CIM Compass Latin America (CCLA), which is 50% owned and jointly operated by CIM. AOO for CMMT Partners, L.P. (CMMT) (which represents assets under management), a perpetual-life real estate debt fund, is $0.7 billion as of the Report Date. Report Date is defined to mean as of December 31, 2018. Book Value for each investment generally represents the investment’s book value as reflected in the applicable fund’s unaudited financial statements as of the Report Date prepared in accordance with U.S. generally accepted accounting principles on a fair value basis. These book values generally represent the asset’s third-party appraised value as of the Report Date, but in the case of CIM’s Cole Net-Lease Asset strategy, book values generally represent undepreciated cost (as reflected in SEC-filed financial statements). Equity Owned and Operated (EOO), representing the NAV (as defined below) before incentive fee allocation, plus binding unfunded commitments, is $17.8 billion as of the Report Date, inclusive of $0.3 billion of EOO attributable to CCLA (as described above) and $0.7 billion of EOO for CMMT (which represents equity under management). For calculating the Book Value for CIM IV, the underlying assets of CMCT are assumed to be liquidated based upon the third-party appraised value. CIM does not view the price of CMCT’s publicly-traded shares to be a meaningful indication of the fair value of CIM IV’s interest in CMCT due to the fact that the publicly-traded shares of CMCT represent less than 10% of the outstanding shares of CMCT and are thinly-traded. Net Asset Value (NAV) represents the distributable amount based on a “hypothetical liquidation” assuming that on the date of determination that: (i) investments are sold at their Book Values; (ii) debts are paid and other assets are collected; and (iii) appropriate adjustments and/or allocations between equity partners are made in accordance with applicable documents, as determined in accordance with applicable accounting guidance.