PMC Commercial: Cim Commercial Trust Corporation And Subsidiaries UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following excerpt is from the company's SEC filing.

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 s ale 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

Adjustments (B)

ASSETS

Investments in real estate, net

1,606,942

(94,082

1,512,860

Cash and cash equivalents

144,449

263,720

408,169

Restricted cash

32,160

Accounts receivable, net

13,086

13,076

Deferred rent receivable and charges, net

116,354

(9,186

107,168

Other intangible assets, net

17,623

17,588

Other assets

92,270

92,177

TOTAL ASSETS

2,022,884

160,314

2,183,198

LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY

LIABILITIES:

967,886

(26,827

941,059

Accounts payable and accrued expenses

39,155

(4,920

34,235

Intangible liabilities, net

(1,914

Due to related parties

10,196

10,164

Other liabilities

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

EQUITY:

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

Additional paid-in capital

1,566,073

Accumulated other comprehensive income (loss)

Distributions in excess of earnings

(599,971

194,007

(405,964

Total stockholders’ equity

965,677

1,159,684

Noncontrolling interests

Total equity

966,589

1,160,596

TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY

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

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2016

(in thousands, except per share data)

Adjustments (G)

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

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

31,558

34,385

(1,404

32,981

General and administrative

Transaction costs

Depreciation and amortization

71,968

(4,341

67,627

273,239

(12,036

261,203

Gain on sale of real estate

39,666

INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES

32,358

(2,554

29,804

Provision for income taxes

NET INCOME FROM CONTINUING OPERATIONS

30,712

28,158

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

34,565

32,011

Net income attributable to noncontrolling interests

NET INCOME ATTRIBUTABLE TO THE COMPANY

34,547

31,993

Redeemable preferred stock dividends

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS

34,538

31,984

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

Continuing operations

Discontinued operations

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:

91,328

Diluted

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Pro Forma Adjustments

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.

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.

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.

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

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.

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.

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

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.

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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