Creative Media & Community Trust Corporation (NASDAQ:CMCT) Q3 2023 Results Conference Call November 15, 2023 12:00 PM ET Company Participants Stephen Altebrando - VP, Equity Capital Markets David Thompson - Chief Executive Officer Barry Berlin - Chief Financial Officer Operator Hello, and welcome to the Creative Media & Community Trust Third Quarter 2023 Earnings Call. All participants will be in a listen-only mode. [Operator Instructions] Please note this event is being recorded. I would now like to turn t ...

[PART I. Financial Information](index=3&type=section&id=PART%20I.%20Financial%20Information) This section provides comprehensive financial data, including statements, notes, and management's analysis of operations and liquidity [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited consolidated financial statements, including balance sheets, operations, equity, and cash flows, with detailed notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and equity as of September 30, 2023, and December 31, 2022 Consolidated Balance Sheets (in thousands) | Metric | Sep 30, 2023 (in thousands) | Dec 31, 2022 (in thousands) | | :----- | :-------------------------- | :-------------------------- | | **ASSETS** | | | | Investments in real estate, net | $708,178 | $502,006 | | Investments in unconsolidated entities | $29,252 | $12,381 | | Cash and cash equivalents | $19,261 | $46,190 | | Restricted cash | $23,950 | $11,290 | | Loans receivable, net | $60,404 | $62,547 | | Total Assets | $898,056 | $690,248 | | **LIABILITIES** | | | | Debt, net | $470,325 | $184,267 | | Accounts payable and accrued expenses | $34,331 | $107,220 | | Due to related parties | $4,739 | $3,155 | | Total Liabilities | $522,796 | $312,518 | | **EQUITY** | | | | Total stockholders' equity | $372,424 | $361,660 | | Noncontrolling interests | $2,836 | $373 | | Total Equity | $375,260 | $362,033 | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net income or loss for the three and nine months ended September 30, 2023 and 2022 Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended Sep 30, 2023 (in thousands) | Three Months Ended Sep 30, 2022 (in thousands) | Nine Months Ended Sep 30, 2023 (in thousands) | Nine Months Ended Sep 30, 2022 (in thousands) | | :----- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total Revenues | $28,118 | $24,853 | $89,790 | $76,038 | | Total Expenses | $45,400 | $24,694 | $133,562 | $70,398 | | Net (Loss) Income | $(16,647) | $(232) | $(42,584) | $5,001 | | Net Loss Attributable to Common Stockholders | $(22,934) | $(11,684) | $(59,464) | $(16,844) | | Basic EPS | $(1.01) | $(0.50) | $(2.62) | $(0.72) | | Diluted EPS | $(1.01) | $(0.50) | $(2.62) | $(0.72) | - Net loss increased significantly for both the three and nine months ended September 30, 2023, primarily due to higher depreciation and amortization expense and increased interest expense not allocated to operating segments. For the three months, net loss increased by **$16.4 million**, and for the nine months, it decreased by **$47.6 million** (from income to loss)[69](index=69&type=chunk)[84](index=84&type=chunk) [Consolidated Statements of Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Equity) Outlines changes in the company's equity, including total stockholders' equity and noncontrolling interests, between December 31, 2022, and September 30, 2023 Preferred Stock Balances (in thousands) | Metric | Balances, Dec 31, 2022 (in thousands) | Balances, Sep 30, 2023 (in thousands) | | :----- | :------------------------------------ | :------------------------------------ | | Total Stockholders' Equity | $361,660 | $372,424 | | Noncontrolling Interests | $373 | $2,836 | | Total Equity | $362,033 | $375,260 | - Total equity increased from **$362.0 million** at December 31, 2022, to **$375.3 million** at September 30, 2023. Key activities impacting equity include: * Issuance of Series A1 Preferred Stock: **$25.6 million** (Q1), **$29.6 million** (Q2), **$27.0 million** (Q3) * Redemption of Series A1 Preferred Stock: **$(0.3) million** (Q1), **$(0.3) million** (Q2), **$(0.8) million** (Q3) * Redemption of Series A Preferred Stock: **$(4.7) million** (Q1), **$(4.6) million** (Q2), **$(4.7) million** (Q3) * Net loss for the nine months ended September 30, 2023: **$(42.6) million**[197](index=197&type=chunk)[219](index=219&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Reports cash flows from operating, investing, and financing activities for the nine months ended September 30, 2023 and 2022 Cash Flow Activity (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2023 (in thousands) | Nine Months Ended Sep 30, 2022 (in thousands) | | :----------------- | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $16,762 | $28,291 | | Net cash used in investing activities | $(82,867) | $(23,634) | | Net cash provided by (used in) financing activities | $51,836 | $(11,508) | | Net decrease in cash and cash equivalents and restricted cash | $(14,269) | $(6,851) | | Cash and cash equivalents and restricted cash, End of period | $43,211 | $26,800 | - Net cash provided by operating activities decreased by **$11.5 million** for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to a decrease in net income adjusted for non-cash items. Net cash used in investing activities increased by **$59.2 million**, driven by higher real estate acquisitions. Net cash provided by financing activities increased by **$63.3 million**, mainly from net proceeds from credit facilities and mortgages, and issuance of SBA 7(a) loan-backed notes, partially offset by increased preferred stock redemptions[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Explains accounting policies, significant transactions, and financial instrument valuations supporting the consolidated financial statements [1. ORGANIZATION AND OPERATIONS](index=11&type=section&id=1.%20ORGANIZATION%20AND%20OPERATIONS) Describes the company's business model as a Maryland REIT, its focus on real estate assets, and its lending platform - Creative Media & Community Trust Corporation is a Maryland REIT focused on acquiring, developing, owning, and operating premier multifamily properties and Class A/creative office real assets in vibrant U.S. communities. The company also owns a hotel in northern California and a lending platform for SBA 7(a) loans. It leverages CIM Group's expertise for acquisitions, development, and operations[222](index=222&type=chunk)[223](index=223&type=chunk) [2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=2.%20BASIS%20OF%20PRESENTATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines financial statement preparation, consolidation principles, and key accounting policies for investments, impairment, revenue, and credit losses - The interim consolidated financial statements are prepared in accordance with GAAP, with certain information condensed or excluded per SEC rules. The company consolidates entities where it has controlling interests, including the Trust for SBA 7(a) loan securitization, but accounts for Unconsolidated Joint Ventures using the equity method due to lack of primary beneficiary status[224](index=224&type=chunk) - Key accounting policies include: * **Investments in Real Estate:** Stated at depreciated cost, with depreciation and amortization recorded straight-line over estimated useful lives (15-40 years for buildings, 3-5 years for furniture/fixtures, lesser of useful life or lease term for tenant improvements)[111](index=111&type=chunk)[113](index=113&type=chunk) * **Impairment:** Assets are evaluated for impairment when events indicate carrying amounts may not be recoverable, measured by comparing carrying amount to future undiscounted cash flows. No impairment was recognized in Q3 2023 or 2022[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) * **Revenue Recognition:** Leases are classified as operating leases, with minimum rents recognized straight-line. Hotel revenues are recognized as services are rendered or goods delivered. Lending interest income is accrued as earned, suspended for Non-Accrual Loans[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) * **Current Expected Credit Losses (CECL):** Adopted ASU 2016-13 on January 1, 2023, using the modified retrospective method. An initial cumulative-effect adjustment of **$619,000** was recorded to distributions in excess of earnings. Subsequent changes are recognized through net income. The CECL reserve was **$1.7 million** as of September 30, 2023[236](index=236&type=chunk)[237](index=237&type=chunk)[238](index=238&type=chunk)[249](index=249&type=chunk)[250](index=250&type=chunk)[253](index=253&type=chunk) Deferred Rent Receivable and Charges (in thousands) | Metric | Sep 30, 2023 | Dec 31, 2022 | | :----- | :----------- | :----------- | | Deferred rent receivable | $16,771 | $20,949 | | Deferred leasing costs, net | $6,829 | $8,319 | | Deferred offering costs | $5,185 | $5,664 | | Deferred financing costs, net | $1,614 | $2,120 | | Other deferred costs | $491 | $491 | | **Total Deferred rent receivable and charges, net** | **$30,890** | **$37,543** | - The company adopted ASU 2022-02 (Troubled Debt Restructurings and Vintage Disclosures) on January 1, 2023, which did not materially impact its financial statements. ASU 2023-05 (Business Combinations-Joint Venture Formations) is effective January 1, 2025, and is not expected to have a material impact[214](index=214&type=chunk)[243](index=243&type=chunk) [3. INVESTMENTS IN REAL ESTATE](index=18&type=section&id=3.%20INVESTMENTS%20IN%20REAL%20ESTATE) Details the composition and changes in the company's real estate portfolio, including acquisitions and dispositions, for the periods presented Net Investments in Real Estate (in thousands) | Metric | Sep 30, 2023 | Dec 31, 2022 | | :----- | :----------- | :----------- | | Land | $175,709 | $151,727 | | Land improvements | $5,863 | $1,837 | | Buildings and improvements | $633,129 | $455,275 | | Furniture, fixtures, and equipment | $11,585 | $4,339 | | Tenant improvements | $25,114 | $34,372 | | Work in progress | $15,437 | $12,863 | | Investments in real estate (gross) | $866,837 | $660,413 | | Accumulated depreciation | $(158,659) | $(158,407) | | **Net investments in real estate** | **$708,178** | **$502,006** | - During the nine months ended September 30, 2023, the Company acquired interests in four multifamily properties from CIM Group affiliates for **$282.9 million** (excluding transaction costs). These acquisitions significantly increased the Company's real estate portfolio, particularly in multifamily assets. The Company also sold an 80% interest in its 4750 Wilshire Boulevard office/multifamily property for **$34.4 million**, recognizing a gain of **$1.1 million**[7](index=7&type=chunk)[259](index=259&type=chunk)[262](index=262&type=chunk)[278](index=278&type=chunk)[283](index=283&type=chunk) [4. INVESTMENT IN UNCONSOLIDATED ENTITIES](index=21&type=section&id=4.%20INVESTMENT%20IN%20UNCONSOLIDATED%20ENTITIES) Describes the company's equity method investments in unconsolidated joint ventures, including property details and carrying values Equity Method Investments in Unconsolidated Joint Ventures (in thousands) | Property | Asset Type | Location | Acquisition Date | Ownership Interest | Sep 30, 2023 Carrying Value | Dec 31, 2022 Carrying Value | | :------- | :--------- | :------- | :--------------- | :----------------- | :---------------------------- | :---------------------------- | | 1910 Sunset Boulevard | Office / Multifamily | Los Angeles, CA | Feb 11, 2022 | 44.2% | $11,986 | $12,381 | | 4750 Wilshire Boulevard | Office / Multifamily | Los Angeles, CA | Feb 17, 2023 | 20.0% | $10,124 | — | | 1902 Park Avenue Multifamily | Multifamily | Los Angeles, CA | Feb 28, 2023 | 50.0% | $7,142 | — | | **Total investments in unconsolidated entities** | | | | | **$29,252** | **$12,381** | - The Company holds equity method investments in several unconsolidated joint ventures. The 4750 Wilshire JV, formed in February 2023, is converting office space into multifamily units, with the Company retaining a **20%** interest and earning management fees. The 1902 Park JV, also formed in February 2023, acquired a multifamily property, with the Company owning **50%**. The 1910 Sunset JV, an office property, continues to be an equity method investment[268](index=268&type=chunk)[269](index=269&type=chunk)[271](index=271&type=chunk)[285](index=285&type=chunk)[286](index=286&type=chunk)[287](index=287&type=chunk)[288](index=288&type=chunk) [5. LOANS RECEIVABLE](index=22&type=section&id=5.%20LOANS%20RECEIVABLE) Provides details on the company's SBA 7(a) loans receivable, including credit risk concentration and loan loss reserves Loans Receivable, Net (in thousands) | Metric | Sep 30, 2023 | Dec 31, 2022 | | :----- | :----------- | :----------- | | SBA 7(a) loans receivable, subject to credit risk | $5,329 | $56,116 | | SBA 7(a) loans receivable, subject to loan-backed notes | $48,133 | — | | SBA 7(a) loans receivable, subject to secured borrowings | $4,661 | $6,127 | | SBA 7(a) loans receivable, held for sale | $2,809 | $117 | | Loans receivable (gross) | $60,932 | $62,360 | | Deferred capitalized costs, net | $1,176 | $1,293 | | Loan loss reserves | $(1,704) | $(1,106) | | **Loans receivable, net** | **$60,404** | **$62,547** | - The Company's loans receivable are primarily from the SBA 7(a) Program. As of September 30, 2023, **100%** of loans subject to credit risk were concentrated in the hospitality industry, with **99.0%** being current. The Current Expected Credit Losses (CECL) reserve was **$1.7 million** as of September 30, 2023, reflecting a decrease of **$100,000** during the nine months ended September 30, 2023[292](index=292&type=chunk)[249](index=249&type=chunk) [6. OTHER INTANGIBLE ASSETS AND LIABILITIES](index=23&type=section&id=6.%20OTHER%20INTANGIBLE%20ASSETS%20AND%20LIABILITIES) Presents the company's intangible assets and liabilities, such as acquired leases and trade names, along with their amortization Intangible Assets and Liabilities (in thousands) | Metric | Sep 30, 2023 | Dec 31, 2022 | | :----- | :----------- | :----------- | | **Intangible assets:** | | | | Acquired in-place leases, net | $1,078 | $1,488 | | Acquired above-market leases, net | $8 | $16 | | Trade name and license | $2,957 | $2,957 | | **Total intangible assets, net** | **$4,043** | **$4,461** | | **Intangible lease liabilities:** | | | | Acquired below-market leases, net | $0 | $20 | Amortization of Intangible Assets and Liabilities (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :----- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Acquired above-market lease amortization | $21 | $3 | $79 | $9 | | Acquired in-place lease amortization | $9,488 | $212 | $27,620 | $645 | | Acquired below-market lease amortization | $93 | $67 | $243 | $196 | [7. DEBT](index=25&type=section&id=7.%20DEBT) Details the company's debt structure, including mortgages, credit facilities, and loan-backed notes, and future principal payment obligations Debt Balances (in thousands) | Debt Type | Dec 31, 2022 | Sep 30, 2023 | | :-------- | :----------- | :----------- | | Mortgages Payable | $97,006 | $262,503 | | Secured Borrowings — Government Guaranteed Loans | $6,237 | $4,766 | | Other Debt (2022 credit facility, junior subordinated notes, SBA 7(a) loan-backed notes) | $81,024 | $203,056 | | **Total Debt, Net** | **$184,267** | **$470,325** | - Total debt significantly increased from **$184.3 million** at December 31, 2022, to **$470.3 million** at September 30, 2023. This increase is primarily due to: * Assumption of **$182.6 million** in variable rate mortgages payable * Issuance of **$54.1 million** in SBA 7(a) loan-backed notes in March 2023 * Draws on the 2022 Credit Facility Revolver, which had **$77.0 million** outstanding at September 30, 2023 * The 2022 Credit Facility (term loan and revolver) matures in December 2025 with two one-year extension options. The variable interest rate on the revolver was **7.92%** as of September 30, 2023 * Junior subordinated notes have a variable interest rate (3-month SOFR + **3.51%**) and mature on March 30, 2035[310](index=310&type=chunk)[313](index=313&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk) Future Principal Payments on Debt (Face Value, in thousands) | Years Ending December 31, | Mortgage Payable | Secured Borrowings | 2022 Credit Facility | Other | Total | | :------------------------ | :--------------- | :----------------- | :------------------- | :---- | :---- | | 2023 (Three months ending Dec 31, 2023) | $0 | $54 | $0 | $798 | $852 | | 2024 | $79,600 | $229 | $0 | $8,576 | $88,405 | | 2025 | $87,000 | $248 | $133,230 | $7,767 | $228,245 | | 2026 | $97,100 | $245 | $0 | $7,047 | $104,392 | | 2027 | $0 | $289 | $0 | $6,436 | $6,725 | | Thereafter | $0 | $3,480 | $0 | $42,348 | $45,828 | | **Total** | **$263,700** | **$4,545** | **$133,230** | **$72,972** | **$474,447** | [8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES](index=27&type=section&id=8.%20DERIVATIVE%20INSTRUMENTS%20AND%20HEDGING%20ACTIVITIES) Explains the company's use of interest rate caps to manage market risk and their fair value accounting treatment - The Company uses interest rate caps to manage exposure to interest rate movements, though these are not designated as hedging instruments. Changes in their fair value are recorded directly to earnings as interest expense. As of September 30, 2023, the Company had two interest rate cap agreements with an aggregate notional amount of **$166.6 million** and a fair value of **$3.0 million**[317](index=317&type=chunk)[334](index=334&type=chunk)[335](index=335&type=chunk) [9. STOCK-BASED COMPENSATION PLANS](index=28&type=section&id=9.%20STOCK-BASED%20COMPENSATION%20PLANS) Describes the company's equity incentive plan, restricted stock grants, and related compensation expenses - The Company's Equity Incentive Plan, amended in June 2023, authorizes additional shares of Common Stock for compensation. Restricted shares of Common Stock are granted to independent Board members, vesting over one year of continuous service. Compensation expense for these shares was **$36,000** for the three months and **$128,000** for the nine months ended September 30, 2023[337](index=337&type=chunk)[319](index=319&type=chunk) [10. EARNINGS PER SHARE ("EPS")](index=28&type=section&id=10.%20EARNINGS%20PER%20SHARE%20%28%22EPS%22%29) Provides the calculation and reconciliation of basic and diluted earnings per share for the periods presented EPS Reconciliation (in thousands, except per share amounts) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :----- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net loss attributable to common stockholders | $(22,934) | $(11,684) | $(59,464) | $(16,844) | | Diluted net loss attributable to common stockholders | $(22,934) | $(11,684) | $(59,464) | $(16,844) | | Basic weighted average shares of Common Stock outstanding | 22,738 | 23,209 | 22,717 | 23,303 | | Diluted weighted average shares and common stock equivalents outstanding | 22,738 | 23,209 | 22,717 | 23,303 | | Basic EPS | $(1.01) | $(0.50) | $(2.62) | $(0.72) | | Diluted EPS | $(1.01) | $(0.50) | $(2.62) | $(0.72) | - Basic and diluted EPS for the three and nine months ended September 30, 2023, were **$(1.01)** and **$(2.62)**, respectively, reflecting increased net losses. No preferred stock or warrants had a dilutive effect during these periods[321](index=321&type=chunk)[324](index=324&type=chunk) [11. REDEEMABLE PREFERRED STOCK](index=30&type=section&id=11.%20REDEEMABLE%20PREFERRED%20STOCK) Details the company's various series of redeemable preferred stock, including issuance, redemptions, and dividend terms Preferred Stock Balances (in thousands) | Preferred Stock Type | Sep 30, 2023 Shares | Sep 30, 2023 Amount | Dec 31, 2022 Shares | Dec 31, 2022 Amount | | :------------------- | :------------------ | :------------------ | :------------------ | :------------------ | | Series A1 Preferred Stock | 9,223,544 | $228,324 | 5,956,147 | $147,514 | | Series A Preferred Stock | 7,694,199 | $192,235 | 7,565,349 | $189,048 | | Series D Preferred Stock | 48,447 | $1,190 | 48,857 | $1,200 | | Series L Preferred Stock | — | — | — | — | | **Total Preferred Stock** | **16,966,190** | **$421,749** | **13,570,353** | **$337,762** | - The Company is conducting a continuous public offering of Series A1 Preferred Stock, having issued **9,088,485 shares** for gross proceeds of **$224.9 million** as of September 30, 2023. Series A and D Preferred Stock offerings concluded in June 2022. The Company redeemed all outstanding Series L Preferred Stock in cash in January 2023 for **$83.8 million**, including transaction costs[340](index=340&type=chunk)[358](index=358&type=chunk)[331](index=331&type=chunk)[351](index=351&type=chunk) - Dividends on Series A1, A, and D Preferred Stock are cumulative cash dividends, paid quarterly in arrears, with rates of **6.0%** (or Federal Funds Rate + **2.5%** up to **2.5%** per quarter) for Series A1, **5.50%** for Series A, and **5.65%** for Series D. Redemptions are at the holder's or Company's option, with redemption prices potentially paid in cash or Common Stock[347](index=347&type=chunk)[361](index=361&type=chunk)[362](index=362&type=chunk)[350](index=350&type=chunk) [12. STOCKHOLDERS' EQUITY](index=33&type=section&id=12.%20STOCKHOLDERS%27%20EQUITY) Outlines common stock dividends and the company's share repurchase program, including historical repurchase activity - Common Stockholders are entitled to dividends as authorized by the Board. Cash dividends per share of Common Stock were **$0.085** for each quarter in the nine months ended September 30, 2023 and 2022. The Company has a Share Repurchase Program (SRP) approved in May 2022 for up to **$10.0 million** of Common Stock, under which **662,462 shares** for **$4.7 million** had been repurchased as of September 30, 2023, with no repurchases during the three and nine months ended September 30, 2023[363](index=363&type=chunk)[365](index=365&type=chunk)[366](index=366&type=chunk)[382](index=382&type=chunk) [13. FAIR VALUE OF FINANCIAL INSTRUMENTS](index=34&type=section&id=13.%20FAIR%20VALUE%20OF%20FINANCIAL%20INSTRUMENTS) Explains the valuation methodologies and estimated fair values for the company's financial instruments, including loans and debt - The Company uses a Level 3 valuation hierarchy for its financial instruments due to limited observable market information. Fair values for loans receivable are determined by discounted cash flow analyses, considering credit risk and prepayment rates. For fixed-rate mortgage payable and junior subordinated notes, fair values are estimated using market discount rates (**7.69%** and **9.91%** respectively as of Sep 30, 2023). Derivative instruments (interest rate caps) are valued using Level 2 inputs and interest rate market pricing models[368](index=368&type=chunk)[369](index=369&type=chunk)[385](index=385&type=chunk)[357](index=357&type=chunk)[370](index=370&type=chunk) Estimated Fair Values of Financial Instruments (in thousands) | Asset/Liability | Sep 30, 2023 Carrying Amount | Sep 30, 2023 Estimated Fair Value | Dec 31, 2022 Carrying Amount | Dec 31, 2022 Estimated Fair Value | Level | | :-------------- | :----------------------------- | :-------------------------------- | :----------------------------- | :-------------------------------- | :---- | | SBA 7(a) loans receivable, subject to credit risk | $5,412 | $5,184 | $56,237 | $58,432 | 3 | | SBA 7(a) loans receivable, subject to loan-backed notes | $47,456 | $50,360 | $0 | $0 | 3 | | SBA 7(a) loans receivable, subject to secured borrowings | $4,675 | $4,765 | $6,158 | $6,237 | 3 | | SBA 7(a) loans receivable, held for sale | $2,861 | $2,981 | $152 | $126 | 3 | | Fixed rate mortgage payable | $97,100 | $88,349 | $97,100 | $90,002 | 2, 3 | | Junior subordinated notes | $27,070 | $25,216 | $27,070 | $25,067 | 3 | [14. RELATED-PARTY TRANSACTIONS](index=36&type=section&id=14.%20RELATED-PARTY%20TRANSACTIONS) Details various transactions and fees with CIM Group affiliates, including asset management, property management, and offering-related fees - The Company has various related-party transactions with CIM Group affiliates, including: * **Asset Management Fees:** Payable quarterly to the Operator based on Net Asset Value Attributable to Common Stockholders, with an incentive fee based on Excess Core FFO and a capital gains fee[373](index=373&type=chunk)[374](index=374&type=chunk) * **Administrative Fees:** The Administrator provides management and administration services, with compensation and reimbursement for services not covered by the Base Service Fee[376](index=376&type=chunk)[377](index=377&type=chunk) * **Property Management Fees and Reimbursements:** CIM Management Entities provide property management, leasing, and development services[2](index=2&type=chunk)[405](index=405&type=chunk)[406](index=406&type=chunk) * **Lending Segment Expenses:** CIM SBA provides personnel and resources to the lending segment, for which the Company reimburses costs[3](index=3&type=chunk)[380](index=380&type=chunk) * **Offering-Related Fees:** CCO Capital acts as the exclusive dealer manager for preferred stock offerings, earning dealer manager fees and selling commissions[407](index=407&type=chunk) Fees and Expense Reimbursements to Related Parties (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :----- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Asset management fees | $724 | $916 | $2,071 | $2,757 | | Property management fees | $551 | $442 | $1,579 | $1,293 | | Onsite management and other cost reimbursements | $1,707 | $922 | $4,238 | $2,153 | | Leasing commissions | $27 | $635 | $103 | $740 | | Construction management fees | $112 | $102 | $282 | $300 | | Development management reimbursements | $327 | $0 | $980 | $0 | | Expense reimbursements to related parties - corporate | $524 | $511 | $1,729 | $1,459 | | Expense reimbursements to related parties - lending segment | $648 | $539 | $2,166 | $1,612 | | Upfront dealer manager and trailing dealer manager fees | $337 | $778 | $1,027 | $1,052 | | Non-issuance specific offering costs | $154 | $230 | $460 | $319 | [15. COMMITMENTS AND CONTINGENCIES](index=40&type=section&id=15.%20COMMITMENTS%20AND%20CONTINGENCIES) Outlines the company's outstanding loan commitments, future construction obligations, and assessment of legal proceedings - The Company has outstanding loan commitments of **$25.9 million** as of September 30, 2023, primarily for SBA 7(a) Small Business Loan Program lending, with a majority having government guarantees of **75%**. The Company also has future obligations of **$5.8 million** for tenant improvements and other construction as of September 30, 2023. The Company is not involved in any material pending or threatened legal proceedings, and management does not expect current litigation or SBA-related contingencies to have a material adverse effect[411](index=411&type=chunk)[10](index=10&type=chunk)[412](index=412&type=chunk)[413](index=413&type=chunk) [16. LEASES](index=42&type=section&id=16.%20LEASES) Presents future minimum rental revenue expected under the company's long-term operating leases Future Minimum Rental Revenue Under Long-Term Operating Leases (in thousands) | Years Ending December 31, | | :------------------------ | | 2023 (Three months ending December 31, 2023) | $15,362 | | 2024 | $55,767 | | 2025 | $31,305 | | 2026 | $22,781 | | 2027 | $15,202 | | Thereafter | $49,118 | | **Total** | **$189,535** | [17. SEGMENT DISCLOSURE](index=42&type=section&id=17.%20SEGMENT%20DISCLOSURE) Provides financial information by reportable segment, including office, hotel, multifamily properties, and lending, and their net operating income - The Company operates in four reportable segments: office, hotel, multifamily properties, and lending. Multifamily was added in 2023 due to acquisitions. Management evaluates segment performance based on net operating income[415](index=415&type=chunk) Segment Net Operating Income (in thousands) | Segment | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Office | $9,318 | $6,519 | $22,957 | $22,433 | | Hotel | $1,921 | $2,377 | $10,179 | $8,018 | | Multifamily | $(391) | $0 | $806 | $0 | | Lending | $366 | $1,191 | $2,248 | $4,628 | | **Total segment net operating income** | **$11,214** | **$10,087** | **$36,190** | **$35,079** | Condensed Assets by Segment (in thousands) | Segment | Sep 30, 2023 | Dec 31, 2022 | | :------ | :----------- | :----------- | | Office | $417,307 | $471,677 | | Hotel | $97,805 | $99,082 | | Multifamily | $284,303 | $0 | | Lending | $79,329 | $76,148 | | Non-segment assets | $19,312 | $43,341 | | **Total assets** | **$898,056** | **$690,248** | [18. SUBSEQUENT EVENTS](index=45&type=section&id=18.%20SUBSEQUENT%20EVENTS) Reports significant events occurring after the balance sheet date, including a recent land acquisition - On October 10, 2023, the Company acquired a **28.8%** interest in a **44,141 square foot** plot of land in Los Angeles, California, for **$18.0 million**, which is being evaluated for development[418](index=418&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion and analysis of financial condition and results of operations, including business overview, strategies, and segment performance [Executive Summary](index=47&type=section&id=Executive%20Summary) Provides a high-level overview of the company's real estate portfolio, including occupancy rates and development sites - As of September 30, 2023, the real estate portfolio comprised **26 fee-simple assets**, including **13 office properties** (**82.6% occupied**), **one hotel** (RevPAR of **$149.01**), and **three multifamily properties** (**84.1% occupied**). The Company also holds **eight development sites**[22](index=22&type=chunk) [Business Overview](index=47&type=section&id=Business%20Overview) Describes the company's strategy as a Maryland REIT, focusing on multifamily and office assets, and its SBA 7(a) lending platform - The Company is a Maryland REIT focused on premier multifamily, Class A, and creative office real assets in vibrant U.S. metropolitan communities. It also owns a hotel and an SBA 7(a) loan program lending platform. The strategy involves leveraging CIM Group's expertise for acquisitions, development, and operations, often through an asset-light co-investment model to reduce capital outlay and risk[23](index=23&type=chunk)[38](index=38&type=chunk)[422](index=422&type=chunk) - The Company intends to dispose of assets that do not align with its strategy opportunistically, evaluating each asset to redeploy proceeds for better returns or when market value meets or exceeds intrinsic value[24](index=24&type=chunk) [CIM Group Operations](index=48&type=section&id=CIM%20Group%20Operations) Explains CIM Group's role in mitigating real estate risks and maximizing value through local market knowledge and integrated management - CIM Group mitigates real estate acquisition risks by accumulating local market knowledge in 'Qualified Communities'—vibrant areas with high barriers to entry, population density, and growth potential. They maximize value through active onsite property management, leasing, and vertically-integrated in-house teams for research, acquisition, development, finance, and asset management[424](index=424&type=chunk)[425](index=425&type=chunk)[426](index=426&type=chunk) [Financing Strategy](index=48&type=section&id=Financing%20Strategy) Outlines potential financing sources for future activities, including equity, debt, asset sales, and cash flows from operations - Future activities may be financed through offerings of common stock, preferred stock, or other equity/debt securities; credit facilities and term loans; senior recourse/non-recourse debt; asset sales; co-investments; and cash flows from operations[427](index=427&type=chunk) [Rental Rate Trends](index=48&type=section&id=Rental%20Rate%20Trends) Analyzes office occupancy and rental rate trends, including expiring cash rents, and the impact of economic conditions Office Statistics | Metric | 2023 | 2022 | | :----- | :--- | :--- | | Occupancy | 82.6% | 83.2% | | Annualized rent per occupied square foot | $56.93 | $54.40 | Expiring Cash Rents (Office) | Period | Expiring Square Feet | Expiring Rent per Square Foot | | :----- | :------------------- | :---------------------------- | | Dec 31, 2023 | 24,208 | $63.33 | | Mar 31, 2024 | 35,010 | $55.01 | | Jun 30, 2024 | 39,103 | $39.95 | | Sep 30, 2024 | 19,371 | $59.06 | - Office occupancy slightly decreased from **83.2%** in 2022 to **82.6%** in 2023, while annualized rent per occupied square foot increased from **$54.40** to **$56.93**. Fluctuations in submarkets and lease terms make predicting rent changes difficult, and general economic conditions impact rental and occupancy rates[25](index=25&type=chunk)[42](index=42&type=chunk)[429](index=429&type=chunk) [Hotel Statistics](index=50&type=section&id=Hotel%20Statistics) Presents key performance indicators for the hotel segment, including occupancy, ADR, and RevPAR, noting seasonal impacts Hotel Performance (Nine Months Ended Sep 30) | Metric | 2023 | 2022 | | :----- | :--- | :--- | | Occupancy | 76.9% | 73.5% | | ADR | $193.84 | $171.05 | | RevPAR | $149.01 | $125.64 | - Hotel occupancy, ADR, and RevPAR all increased for the nine months ended September 30, 2023, compared to 2022. Hotel revenues and expenses are subject to seasonality, typically higher in the first and second quarters[28](index=28&type=chunk)[66](index=66&type=chunk) [Multifamily Statistics](index=50&type=section&id=Multifamily%20Statistics) Provides performance metrics for the multifamily segment, including occupancy and monthly rent per occupied unit Multifamily Performance (As of Sep 30) | Metric | 2023 | | :----- | :--- | | Occupancy | 84.1% | | Monthly rent per occupied unit | $2,869 | [Lending Segment](index=50&type=section&id=Lending%20Segment) Describes the company's SBA 7(a) loan origination activities and plans to expand into other real estate collateralized loans - The Company operates as a national lender primarily originating SBA 7(a) loans to small businesses, with a maximum loan amount of **$5.0 million**. Loans have variable interest rates based on the prime rate and typically **25-year** maturities. The Company plans to increase efforts to originate other real estate collateralized loans, focusing on industries with prior positive experience[29](index=29&type=chunk)[430](index=430&type=chunk)[67](index=67&type=chunk) [Property Concentration](index=50&type=section&id=Property%20Concentration) Highlights significant tenant concentration, with Kaiser Foundation Health Plan accounting for a substantial portion of office rental income - Kaiser Foundation Health Plan, Incorporated, a tenant in one of the Company's Oakland properties, accounted for **29.2%** of annualized office rental income for the three months ended September 30, 2023[68](index=68&type=chunk) [2023 Results of Operations](index=51&type=section&id=2023%20Results%20of%20Operations) Analyzes the company's financial performance, including revenues, expenses, and net loss, for the three and nine months ended September 30, 2023 [Comparison of the Three Months Ended September 30, 2023 to the Three Months Ended September 30, 2022](index=51&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20September%2030%2C%202023%20to%20the%20Three%20Months%20Ended%20September%2030%2C%202022) Compares financial results for the three months ended September 30, 2023 and 2022, detailing changes in net loss, FFO, and segment performance Net Loss and FFO (Three Months Ended Sep 30, in thousands) | Metric | 2023 | 2022 | Change ($) | Change (%) | | :----- | :--- | :--- | :--------- | :--------- | | Total revenues | $28,118 | $24,853 | $3,265 | 13.1% | | Total expenses | $45,400 | $24,694 | $20,706 | 83.9% | | Net loss | $(16,647) | $(232) | $(16,415) | NM* | | FFO attributable to common stockholders | $(7,478) | $(6,591) | $(887) | (13.5)% | - Net loss increased by **$16.4 million**, primarily due to a **$11.0 million** increase in depreciation and amortization and a **$6.5 million** increase in unallocated interest expense. FFO attributable to common stockholders decreased by **$885,000** to **$(7.5) million**[69](index=69&type=chunk)[50](index=50&type=chunk) Segment Revenues (Three Months Ended Sep 30, in thousands) | Segment | 2023 | 2022 | Change ($) | Change (%) | | :------ | :--- | :--- | :--------- | :--------- | | Office | $14,049 | $14,043 | $6 | —% | | Hotel | $7,948 | $8,456 | $(508) | (6.0)% | | Multifamily | $3,331 | $0 | $3,331 | N/A | | Lending | $2,570 | $2,353 | $217 | 9.2% | - Office revenue remained consistent, with increased occupancy/rental rates in Beverly Hills offset by a disposition. Hotel revenue decreased due to lower food/beverage and parking revenue. Multifamily revenue of **$3.3 million** is new due to 2023 acquisitions. Lending revenue increased by **9.2%** due to higher interest rates, partially offset by lower loan sale and servicing volume[54](index=54&type=chunk)[55](index=55&type=chunk)[74](index=74&type=chunk)[91](index=91&type=chunk) Segment Expenses (Three Months Ended Sep 30, in thousands) | Segment | 2023 | 2022 | Change ($) | Change (%) | | :------ | :--- | :--- | :--------- | :--------- | | Office | $6,342 | $7,320 | $(978) | (13.4)% | | Hotel | $6,027 | $6,079 | $(52) | (0.9)% | | Multifamily | $3,300 | $0 | $3,300 | N/A | | Lending | $2,204 | $1,162 | $1,042 | 89.7% | - Office expenses decreased due to lower real estate tax expense. Multifamily expenses are new due to 2023 acquisitions. Lending expenses increased by **89.7%** due to higher interest expense from new SBA 7(a) loan-backed notes. Unallocated interest expense increased significantly to **$8.6 million** from **$2.1 million**, driven by variable-rate mortgages from multifamily acquisitions and higher interest rates[57](index=57&type=chunk)[58](index=58&type=chunk)[77](index=77&type=chunk)[79](index=79&type=chunk) [Comparison of the Nine Months Ended September 30, 2023 to the Nine Months Ended September 30, 2022](index=55&type=section&id=Comparison%20of%20the%20Nine%20Months%20Ended%20September%2030%2C%202023%20to%20the%20Nine%20Months%20Ended%20September%2030%2C%202022) Compares financial results for the nine months ended September 30, 2023 and 2022, detailing changes in net loss, FFO, and segment performance Net Loss and FFO (Nine Months Ended Sep 30, in thousands) | Metric | 2023 | 2022 | Change ($) | Change (%) | | :----- | :--- | :--- | :--------- | :--------- | | Total revenues | $89,790 | $76,038 | $13,752 | 18.1% | | Total expenses | $133,562 | $70,398 | $63,164 | 89.7% | | Net income (loss) | $(42,584) | $5,001 | $(47,585) | NM* | | FFO attributable to common stockholders | $(16,498) | $(1,773) | $(14,725) | NM* | - Net loss increased by **$47.6 million**, primarily due to a **$31.0 million** increase in depreciation and amortization and a **$15.5 million** increase in unallocated interest expense. FFO attributable to common stockholders decreased by **$14.7 million** to **$(16.5) million**[84](index=84&type=chunk)[116](index=116&type=chunk) Segment Revenues (Nine Months Ended Sep 30, in thousands) | Segment | 2023 | 2022 | Change ($) | Change (%) | | :------ | :--- | :--- | :--------- | :--------- | | Office | $41,511 | $42,225 | $(714) | (1.7)% | | Hotel | $31,108 | $25,825 | $5,283 | 20.5% | | Multifamily | $8,632 | $0 | $8,632 | N/A | | Lending | $8,243 | $7,987 | $256 | 3.2% | - Office revenue decreased slightly due to lower occupancy and a disposition, partially offset by higher rental rates in Beverly Hills. Hotel revenue increased by **20.5%** due to higher occupancy and average daily rate. Multifamily revenue of **$8.6 million** is new due to 2023 acquisitions. Lending revenue increased by **3.2%** due to higher interest rates, partially offset by lower loan sale and servicing volume[131](index=131&type=chunk)[132](index=132&type=chunk)[120](index=120&type=chunk)[133](index=133&type=chunk) Segment Expenses (Nine Months Ended Sep 30, in thousands) | Segment | 2023 | 2022 | Change ($) | Change (%) | | :------ | :--- | :--- | :--------- | :--------- | | Office | $19,391 | $19,968 | $(577) | (2.9)% | | Hotel | $20,929 | $17,807 | $3,122 | 17.5% | | Multifamily | $8,042 | $0 | $8,042 | N/A | | Lending | $5,995 | $3,359 | $2,636 | 78.5% | - Office expenses decreased due to lower real estate taxes and a disposition. Hotel expenses increased by **17.5%** due to increased occupancy. Multifamily expenses are new due to 2023 acquisitions. Lending expenses increased by **78.5%** due to higher interest expense from new SBA 7(a) loan-backed notes and allocated payroll. Unallocated interest expense increased to **$21.9 million** from **$6.4 million**, driven by variable-rate mortgages from multifamily acquisitions and higher interest rates[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk)[123](index=123&type=chunk)[140](index=140&type=chunk) [Liquidity and Capital Resources](index=59&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's short-term and long-term funding needs, financing strategies, and capital structure, including credit facilities and preferred stock offerings - Short-term demands for funds include asset acquisitions, property development/repositioning, capital expenditures, debt service, SBA loan originations, and preferred/common stock distributions. Long-term needs include acquisitions, development, refinancing, and stock repurchases/redemptions. The Company refinanced its 2018 credit facility with a new 2022 Credit Facility (**$56.2 million** term loan and **$150.0 million** revolver) maturing in December 2025[129](index=129&type=chunk)[145](index=145&type=chunk) - In March 2023, the lending division completed a securitization of SBA 7(a) loans, issuing **$54.1 million** in loan-backed notes. The Company also has junior subordinated notes with a variable interest rate due March 2035. The Company conducts continuous public offerings of Series A1 Preferred Stock for general corporate purposes, stock acquisitions, and investment strategies[166](index=166&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk) - The Company redeemed all remaining Series L Preferred Stock in January 2023 for **$83.8 million**. Dividends on Series A1, A, and D Preferred Stock are cumulative cash dividends, paid monthly in arrears. Preferred stock redemptions can be paid in cash or Common Stock at the Company's discretion, except for Series A Preferred Stock redeemed within the first year, which must be cash[129](index=129&type=chunk)[171](index=171&type=chunk)[173](index=173&type=chunk)[170](index=170&type=chunk)[155](index=155&type=chunk) [Off-Balance Sheet Arrangements](index=63&type=section&id=Off-Balance%20Sheet%20Arrangements) Confirms the absence of any off-balance sheet arrangements as of September 30, 2023 - As of September 30, 2023, the Company did not have any off-balance sheet arrangements[157](index=157&type=chunk) [Recently Issued Accounting Pronouncements](index=63&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) Refers to Note 2 for details on recently issued accounting pronouncements and their impact on the financial statements - Recently issued accounting pronouncements are described in Note 2 to the consolidated financial statements[158](index=158&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=63&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Details the company's exposure to market risk, primarily from interest rate fluctuations, and its strategies for managing this risk, including derivative instruments - The Company is exposed to market risk from changes in interest rates, impacting cash flows from floating-rate debt and fair values of fixed-rate debt. As of September 30, 2023, **44.4%** (**$210.7 million**) of its debt was floating rate. A **50 basis point** change in SOFR would result in an annual impact of approximately **$1.1 million** to earnings. The Company uses interest rate cap agreements with an aggregate notional amount of **$166.6 million** to manage this exposure[182](index=182&type=chunk) [Item 4. Controls and Procedures](index=63&type=section&id=Item%204.%20Controls%20and%20Procedures) Outlines the company's evaluation of disclosure controls and procedures and reports on changes in internal control over financial reporting - As of September 30, 2023, management concluded that the Company's disclosure controls and procedures were effective. There have been no material changes in internal control over financial reporting during the quarter ended September 30, 2023[176](index=176&type=chunk)[161](index=161&type=chunk) [PART II. Other Information](index=64&type=section&id=PART%20II.%20Other%20Information) This section provides additional information on legal proceedings, risk factors, equity sales, and other miscellaneous disclosures [Item 1. Legal Proceedings](index=64&type=section&id=Item%201.%20Legal%20Proceedings) Addresses the company's involvement in legal actions and proceedings, confirming no material pending or threatened litigation - The Company is not currently involved in any material pending or threatened legal proceedings, other than routine litigation incidental to business. Management believes the resolution of these will not have a material adverse effect on the Company's financial condition or operations[179](index=179&type=chunk) [Item 1A. Risk Factors](index=64&type=section&id=Item%201A.%20Risk%20Factors) Refers to risk factors previously disclosed in the company's Annual Report on Form 10-K, noting no material changes - There have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K filed on March 30, 2023[180](index=180&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Provides information on the company's share repurchase program, including approved amounts and repurchase activity - The Company's Board of Directors approved a share repurchase program (SRP) of up to **$10.0 million** of Common Stock in May 2022. As of September 30, 2023, **662,462 shares** had been repurchased for **$4.7 million**. There were no repurchases during the three and nine months ended September 30, 2023[181](index=181&type=chunk)[382](index=382&type=chunk) [Item 3. Defaults Upon Senior Securities](index=64&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Confirms the absence of any defaults upon senior securities for the reporting period - None[186](index=186&type=chunk) [Item 4. Mine Safety Disclosures](index=64&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) States the inapplicability of mine safety disclosures to the company's operations - Not applicable[187](index=187&type=chunk) [Item 5. Other Information](index=64&type=section&id=Item%205.%20Other%20Information) Provides additional information, including the absence of Rule 10b5-1 trading arrangements by officers or directors - None of the Company's officers or directors had any Rule 10b5-1 trading arrangements in effect during the three months ended September 30, 2023[437](index=437&type=chunk) [Item 6. Exhibits](index=65&type=section&id=Item%206.%20Exhibits) Lists the exhibits filed with the quarterly report, including officer certifications and XBRL documents - Exhibits include Section 302 and 906 Officer Certifications from the CEO and CFO, along with various XBRL taxonomy extension documents and the cover page interactive data file[435](index=435&type=chunk)

Creative Media & Community Trust Corporation (NASDAQ:CMCT) Q2 2023 Results Conference Call August 10, 2023 12:00 PM ET Company Participants Steve Altebrando - Portfolio Oversight Shaul Kuba - Chief Investment Officer David Thompson - CEO Barry Berlin - CFO Conference Call Participants Brendan McCarthy - Sidoti Craig Kucera - B. Riley Operator Good day, and welcome to the Creative Media & Community Trust Second Quarter 2023 Earnings Conference Call. [Operator Instructions] Please note this event is being rec ...

Table of Contents CREATIVE MEDIA & COMMUNITY TRUST CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2023 (Unaudited) – (Continued) 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. During the six months ended June 30, 2023 and 2022, such services performed by the Administrator and ...

32 ______________________ (1) Represents additions and improvements to real estate investments, excluding acquisitions. Includes the activity for dispositions through their respective disposition dates. The phrase "ADR" represents average daily rate. It is calculated as trailing three-month room revenue divided by the number of rooms occupied. For sold properties, ADR is presented for the Company's period of ownership only. Properties ______________________ (1) Based on the number of tenants that signed lea ...

Financial Data and Key Metrics Changes - The company reported a core FFO of negative $0.06 per share compared to positive $0.10 in the prior-year period, primarily due to higher interest expenses related to acquisitions [22][37] - The segment net operating income (NOI) increased to $13 million from $12.2 million in the prior-year period, driven by a $1.8 million increase in the hotel segment NOI and $675,000 from the multifamily segment, partially offset by a $1.2 million decrease in the office segment NOI [32][33] Business Line Data and Key Metrics Changes - The hotel segment NOI increased to $4.1 million from $2.4 million, with occupancy rising to 81% from 69% and average daily rate (ADR) increasing to $202 from $173 [46] - The office segment NOI decreased to $6.8 million from $8 million, primarily due to decreased occupancy in properties in Los Angeles and San Francisco [45] - The multifamily segment generated $675,000 in NOI for the first quarter, with an occupancy rate of 80.7% [47][29] Market Data and Key Metrics Changes - The multifamily properties in Oakland and Los Angeles were acquired at attractive prices, with Channel House at approximately $415,000 per door and 1150 Clay at $535,000 per door, reflecting a substantial discount to current replacement costs [15][22] - The company noted that the Oakland market has seen significant supply growth but expects absorption to take time, with limited new supply anticipated in the near future [27][66] Company Strategy and Development Direction - The company aims to balance its portfolio by expanding the multifamily segment, having acquired three properties that fit this strategy [12][24] - The development pipeline includes over 1,500 multifamily units on land already owned in various markets, indicating a focus on growth in this area [42][21] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the hotel segment's recovery, noting strong trends in group bookings and occupancy rates [51] - The company anticipates that the multifamily assets will stabilize within the next 12 months, with potential for rate growth thereafter [66] Other Important Information - The company completed a securitization of its loan portfolio, generating net proceeds of approximately $43.3 million, and raised $23.6 million from a preferred stock offering [13][54] - Non-segment expenses increased significantly due to higher depreciation and amortization expenses related to new acquisitions [33] Q&A Session Summary Question: Why isn't this the right time to monetize the hotel asset? - Management indicated that they decided to hold the asset based on previous market values and are currently evaluating next steps, including potential renovations before marketing [51] Question: What are the capital allocation plans if the hotel is monetized? - The focus is on growing the multifamily portfolio and balancing share repurchases with internal investments [60] Question: When do you expect the multifamily assets to stabilize? - Stabilization is expected within the next 12 months, with ongoing opportunities for rate growth beyond that [66]

Financial Data and Key Metrics Changes - The company reported a net loss attributable to common stockholders of $8.9 million in Q4 2022, compared to a loss of $4.3 million in Q4 2021, primarily due to preferred stock redemption costs of $7.9 million [19] - Core FFO was reported at $0.11, with an increase in office NOI from the prior quarter [27] - The company reduced corporate overhead by 28% in 2022, driven by a permanent reduction in the management team [30] Business Segment Data and Key Metrics Changes - The Office segment NOI increased to $6.9 million from $6.6 million in the prior year, driven by a decrease in real estate tax expenses [17] - The Lending division NOI decreased to $1.8 million in Q4 2022, down from $3.6 million in Q4 2021 due to the end of government support for SBA loans [18] - The Hotel segment NOI increased to $3.1 million from $1.8 million, with improved occupancy rising to 72% from 70% [39][61] Market Data and Key Metrics Changes - The company noted that the Oakland submarket saw significant supply growth from 2018 to 2022, but future development pipelines are expected to be below average for top U.S. markets [33] - The company has a significant pipeline of multifamily development opportunities on land already owned, with plans to develop over 1,500 multifamily units [13] Company Strategy and Development Direction - The company is focused on growing the multifamily side of its portfolio to achieve a balance between creative office and multifamily assets [7] - The company plans to co-invest in value-add and development assets to increase diversification and supplement returns [8] - The company aims to target a 6% return on cost for its multifamily acquisitions, with expectations of low teens returns for specific deals [82] Management's Comments on Operating Environment and Future Outlook - Management highlighted the importance of improving liquidity and balance sheet in a capital-scarce environment [9] - The company expects to renew over 70% of its leases, with only one tenant expiration over 10,000 square feet in 2023 [38] - Management expressed optimism about the multifamily acquisitions, indicating that they are targeting attractive returns even without co-investors [82] Other Important Information - The company closed on a construction loan for the conversion of an office building to luxury multifamily apartments, expected to take about 18 months [37] - The company has approximately $15 million in cash available, plus $28 million on its credit line for future borrowings [54] Q&A Session Summary Question: Can you provide some color on the cap rate on these acquisitions? - The Echo Park deal is stabilized, but rents are significantly below market, targeting a 6% return on cost in the medium term [44] Question: Can you give us some color on the coupons for the assumed debt? - The Channel House mortgage is SOFR plus 336, and Clay is SOFR plus 350, with maturities running through mid-2025 [47] Question: Can you elaborate on your liquidity position as of March 31? - The company has around $15 million in cash and $28 million available on its line [54] Question: Have you run into any rezoning issues with the 1450 Wilshire transition? - No significant issues were encountered; the community was supportive of the transition from office to multifamily [56]

PART I [Item 1. Business](index=4&type=section&id=Item%201.%20Business) CMCT is a REIT focused on acquiring and operating premier multifamily and Class A/creative office properties, alongside a hotel and an SBA 7(a) lending platform Portfolio Overview as of December 31, 2022 | Asset Type | Details | | :--- | :--- | | **Office Properties** | 13 properties totaling approx. 1.3 million rentable sq. ft. | | **Office Occupancy** | 81.7% | | **Hotel** | 1 property with 503 rooms | | **Hotel RevPAR (FY 2022)** | $126.19 | | **Development Sites** | 4 sites | Segment Revenue Contribution (FY 2022) | Segment | Revenue Contribution (%) | | :--- | :--- | | Office | 54.8% | | Hotel | 34.6% | | Lending | 10.6% | - The company's core strategy is to acquire, develop, and operate premier multifamily and creative office assets in vibrant, high-barrier-to-entry metropolitan communities identified by CIM Group[11](index=11&type=chunk)[34](index=34&type=chunk) - The lending segment primarily originates SBA 7(a) loans to small businesses, with a historical focus on the limited service and mid-scale hospitality industry[66](index=66&type=chunk)[67](index=67&type=chunk)[93](index=93&type=chunk) Management Fee Structure (Effective Jan 1, 2022) | Fee Type | Description | | :--- | :--- | | **Base Fee** | 1% annually of Net Asset Value Attributable to Common Stockholders, paid quarterly to the Operator | | **Incentive Fee** | Payable to the Administrator based on quarterly core FFO exceeding a 7.0% annualized threshold on Adjusted Common Equity | | **Capital Gains Fee** | 15% of cumulative aggregate realized capital gains minus cumulative losses and previously paid capital gains fees | - The company has significant tenant concentration, with Kaiser Foundation Health Plan, Inc. accounting for **29.8%** of annualized rental income for the year ended December 31, 2022[126](index=126&type=chunk) [Item 1A. Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including reliance on external management, conflicts of interest, anti-takeover provisions, real estate market vulnerabilities, significant debt, and the complexities of maintaining REIT status [Risks Related to Our Business](index=15&type=section&id=Risks%20Related%20to%20Our%20Business) - The company's success is highly dependent on the performance and key personnel of the Administrator and Operator, both affiliates of CIM Group. The departure of key individuals could have a material adverse effect[112](index=112&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) - The company faces risks from uninsured losses or losses exceeding insurance coverage, particularly for events like earthquakes in California, for which coverage may not be sufficient[114](index=114&type=chunk)[115](index=115&type=chunk)[141](index=141&type=chunk) - Cybersecurity incidents targeting the Operator or Administrator could disrupt operations, compromise confidential data, and negatively impact financial results[117](index=117&type=chunk)[143](index=143&type=chunk)[175](index=175&type=chunk) - The COVID-19 pandemic has led to long-term changes in workplace practices, such as increased remote work, which has resulted in decreased demand for office space and could negatively impact occupancy and rental rates[121](index=121&type=chunk)[146](index=146&type=chunk) [Risks Related to Conflicts of Interest](index=17&type=section&id=Risks%20Related%20to%20Conflicts%20of%20Interest) - The Master Services Agreement and Investment Management Agreement are not easily terminable by the company, even for poor performance, creating a dependency on the Administrator and Operator[147](index=147&type=chunk)[181](index=181&type=chunk) - The Administrator and Operator are entitled to fees regardless of performance, which may reduce their incentive to devote maximum effort to the company's portfolio[124](index=124&type=chunk)[182](index=182&type=chunk) - The Operator, Administrator, and their affiliates engage in other real estate activities that may overlap and compete with the company for opportunities, creating potential conflicts in allocation[155](index=155&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk) - Several directors and executive officers hold positions with CIM Group and its affiliates, creating potential conflicts of interest and fiduciary duties that may not align with the best interests of the company's stockholders[71](index=71&type=chunk)[156](index=156&type=chunk)[188](index=188&type=chunk) [Risks Related to Our Organizational Structure](index=20&type=section&id=Risks%20Related%20to%20Our%20Organizational%20Structure) - Provisions in the company's charter, bylaws, and Maryland General Corporation Law (MGCL) may deter takeovers, potentially limiting stockholders' ability to sell shares at a premium. These include the Maryland Business Combination Act and Control Share Acquisition Act, though the company has currently opted out of these[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk) - To maintain REIT status, the charter prohibits any person from owning more than **6.25%** of the company's stock (in value or number of shares), which can restrict transferability and inhibit changes of control[166](index=166&type=chunk)[509](index=509&type=chunk) - The liability of the Administrator and Operator is limited under their respective agreements, and the company has agreed to indemnify them against certain liabilities, potentially leaving the company to bear losses from poor performance[171](index=171&type=chunk)[203](index=203&type=chunk)[221](index=221&type=chunk) [Risks Related to Real Estate Assets](index=23&type=section&id=Risks%20Related%20to%20Real%20Estate%20Assets) - A significant portion of the company's properties are located in California, exposing the portfolio to greater risks from adverse economic, regulatory, or natural disaster events in that state[174](index=174&type=chunk)[207](index=207&type=chunk)[225](index=225&type=chunk) - The company has significant tenant concentration risk, with Kaiser accounting for **29.8%** of annualized rental income in 2022. A bankruptcy or default by this tenant would materially impact financial results[211](index=211&type=chunk)[228](index=228&type=chunk) - The hotel segment's performance is subject to the cyclical nature of the lodging industry, seasonality, and risks from pandemics or other events that reduce travel[300](index=300&type=chunk)[301](index=301&type=chunk)[327](index=327&type=chunk) - The office portfolio faces risks from changing work trends, such as telecommuting and flexible schedules, which could erode demand for office space and pressure rental rates[215](index=215&type=chunk)[233](index=233&type=chunk) - Inflation may adversely affect operations by increasing construction, maintenance, operating, and interest expenses, which could negatively impact profitability[366](index=366&type=chunk)[397](index=397&type=chunk) [Risks Related to Debt Financing](index=34&type=section&id=Risks%20Related%20to%20Debt%20Financing) - The company has incurred significant indebtedness, which could make it more vulnerable to economic downturns, leave insufficient cash for operations or distributions, and potentially lead to defaults or foreclosures[402](index=402&type=chunk)[434](index=434&type=chunk) - The company relies on external capital for future needs. Difficulty in obtaining financing due to market volatility could prevent it from meeting maturing obligations or making new acquisitions[404](index=404&type=chunk)[436](index=436&type=chunk) - Increases in interest rates could significantly raise debt service payments on variable-rate debt, reducing cash flow available for distributions. As of December 31, 2022, the company had **$83.3 million** in variable-rate debt[407](index=407&type=chunk)[439](index=439&type=chunk) [Risks Related to Our Lending Operations](index=38&type=section&id=Risks%20Related%20to%20Our%20Lending%20Operations) - The lending operations have a high industry concentration, with **99.9%** of loans subject to credit risk as of December 31, 2022, being in the hospitality industry, making the portfolio vulnerable to downturns in that sector[451](index=451&type=chunk)[483](index=483&type=chunk) - The company's ability to originate and sell government-guaranteed loans is dependent on the continuation of the SBA 7(a) Program, which could be curtailed or altered by the federal government[456](index=456&type=chunk)[488](index=488&type=chunk) - Failure to comply with SBA regulations in originating or servicing loans could result in the SBA refusing to honor its guaranty, transferring the liability back to the company and potentially causing significant losses[458](index=458&type=chunk)[490](index=490&type=chunk) [U.S. Federal Income and Other Tax Risks](index=41&type=section&id=U.S.%20Federal%20Income%20and%20Other%20Tax%20Risks) - Failure to qualify and maintain REIT status would result in significant adverse tax consequences, including being subject to federal income tax at regular corporate rates, which would substantially reduce funds available for distributions[461](index=461&type=chunk)[462](index=462&type=chunk)[494](index=494&type=chunk) - To maintain REIT status, the company must distribute at least **90%** of its REIT taxable income annually. This requirement may force the company to borrow funds or sell assets at unfavorable times to make necessary distributions[472](index=472&type=chunk)[503](index=503&type=chunk) - The value of the company's assets consisting of stock or securities of one or more Taxable REIT Subsidiaries (TRSs) cannot exceed **20%** of its total assets. Failure to comply with this limit would jeopardize its REIT status[464](index=464&type=chunk)[497](index=497&type=chunk) [Risks Related to Our Common Stock and Preferred Stock](index=45&type=section&id=Risks%20Related%20to%20Our%20Common%20Stock%20and%20Preferred%20Stock) - There is no public market for the company's Preferred Stock, and one is not expected to develop, limiting liquidity for these securities[479](index=479&type=chunk)[510](index=510&type=chunk) - The rights of common stockholders to receive dividends and distributions upon liquidation are junior to the rights of preferred stockholders[515](index=515&type=chunk)[521](index=521&type=chunk)[546](index=546&type=chunk) - The company has the option to pay the redemption price for its Preferred Stock in either cash or shares of Common Stock, which could result in dilution to existing common stockholders[520](index=520&type=chunk)[549](index=549&type=chunk) - The dual-listing of the Common Stock on Nasdaq and the TASE may result in price variations and unexpected volatility due to different currencies, trading hours, and other factors[563](index=563&type=chunk)[589](index=589&type=chunk) [Item 1B. Unresolved Staff Comments](index=50&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments from the SEC - None[597](index=597&type=chunk) [Item 2. Properties](index=51&type=section&id=Item%202.%20Properties) As of December 31, 2022, the company's real estate portfolio consisted of 19 assets, including 13 office properties totaling approximately 1.3 million rentable square feet with 81.7% occupancy, one 503-room hotel, and four development sites Office Portfolio Summary (December 31, 2022) | Portfolio Type | Rentable Square Feet | % Occupied | % Leased | Annualized Rent (in thousands) | | :--- | :--- | :--- | :--- | :--- | | **Consolidated** | 1,219,146 | 82.2% | 84.9% | $55,615 | | **Unconsolidated (44% owned)** | 100,506 | 74.8% | 80.4% | $3,403 | | **Total Office Portfolio** | **1,319,652** | **81.7%** | **84.5%** | **$59,018** | Hotel Portfolio Summary (December 31, 2022) | Property | Rooms | % Occupied (TTM) | RevPAR (TTM) | | :--- | :--- | :--- | :--- | | Sheraton Grand Hotel | 503 | 73.0% | $126.19 | Top 5 Tenants by Annualized Rental Revenue (December 31, 2022) | Tenant | Annualized Rent (in thousands) | % of Total Annualized Rent | | :--- | :--- | :--- | | Kaiser Foundation Health Plan, Inc. | $17,610 | 29.8% | | MUFG Union Bank, N.A. | $3,927 | 6.7% | | F45 Training Holdings, Inc. | $2,427 | 4.1% | | 3 Arts Entertainment, Inc. | $2,396 | 4.1% | | Westwood One, Inc. | $1,979 | 3.4% | | **Total Top 5** | **$28,339** | **48.1%** | Office Lease Expiration Schedule | Year of Expiration | Square Feet Expiring | % of Square Feet Expiring | | :--- | :--- | :--- | | 2023 | 120,565 | 11.2% | | 2024 | 98,306 | 9.1% | | 2025 | 440,772 | 40.9% | | 2026 | 97,285 | 9.0% | | Thereafter | 219,042 | 28.8% | [Item 3. Legal Proceedings](index=54&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material pending or threatened legal proceedings beyond routine litigation in the ordinary course of business - The company is not involved in any material legal proceedings outside of routine litigation incidental to its business[579](index=579&type=chunk)[998](index=998&type=chunk) [Item 4. Mine Safety Disclosures](index=54&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[605](index=605&type=chunk) PART II [Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=55&type=section&id=Item%205.%20Market%20For%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock is dual-listed on Nasdaq and the Tel Aviv Stock Exchange, with 357 holders of record and a closing price of $4.30 as of March 22, 2023 - The company's common stock trades on both the Nasdaq (CMCT) and the Tel Aviv Stock Exchange (CMCT-L)[607](index=607&type=chunk) - On December 20, 2022, the company issued 36,663 shares of Series A1 Preferred Stock to the Operator as payment for **$916,575** in asset management fees for Q3 2022[583](index=583&type=chunk) [Item 6. Reserved](index=55&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information - Item 6 is reserved[634](index=634&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=56&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net income increased to $5.9 million in 2022, driven by hotel recovery and reduced management fees, despite a decline in lending segment income, with liquidity enhanced by a new credit facility and preferred stock offerings [Results of Operations](index=58&type=section&id=Results%20of%20Operations) Financial Performance Comparison (in thousands) | Metric | FY 2022 | FY 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $101,906 | $90,926 | $10,980 | 12.1% | | **Total Expenses** | $94,994 | $88,785 | $6,209 | 7.0% | | **Net Income (Loss)** | $5,945 | $(851) | $6,796 | N/A | FFO Attributable to Common Stockholders (in thousands) | Metric | FY 2022 | FY 2021 | | :--- | :--- | :--- | | Net loss attributable to common stockholders | $(25,785) | $(19,979) | | Depreciation and amortization | 20,348 | 20,112 | | **FFO attributable to common stockholders** | **$(5,437)** | **$133** | - Hotel revenue increased by **97.3%** to **$35.2 million** in 2022, driven by a significant recovery in occupancy and average daily rate post-COVID-19[680](index=680&type=chunk) - Lending revenue decreased by **45.6%** to **$10.8 million** in 2022, primarily due to lower premium income from reduced loan sale volume compared to 2021, when the SBA had temporarily increased guaranteed percentages[651](index=651&type=chunk) - Asset management and other fees to related parties decreased by **60.5%** to **$3.6 million** in 2022, mainly as a result of a new Fee Waiver agreement effective January 1, 2022[654](index=654&type=chunk) [Liquidity and Capital Resources](index=62&type=section&id=Liquidity%20and%20Capital%20Resources) - In December 2022, the company refinanced its credit facility, replacing it with a new facility that includes a **$56.2 million** term loan and a **$150.0 million** revolver, maturing in December 2025[690](index=690&type=chunk)[694](index=694&type=chunk) - The company redeemed all outstanding Series L Preferred Stock, completing a **$70.1 million** repurchase in September 2022 and redeeming the remaining shares for **$83.8 million** in January 2023[672](index=672&type=chunk)[700](index=700&type=chunk) - The company is conducting a continuous public offering of its Series A1 Preferred Stock. As of December 31, 2022, aggregate net proceeds from its various preferred stock offerings totaled **$318.2 million**[697](index=697&type=chunk) - In March 2023, the lending division completed a securitization of SBA 7(a) loans, issuing **$54.1 million** of loan-backed notes with net proceeds of approximately **$43.3 million**[287](index=287&type=chunk)[667](index=667&type=chunk) [Cash Flow Analysis](index=62&type=section&id=Cash%20Flow%20Analysis) - Net cash provided by operating activities decreased by **$13.9 million** in 2022 compared to 2021, primarily due to a **$10.8 million** decrease in net proceeds from the sale of guaranteed loans[659](index=659&type=chunk) - Net cash used in investing activities increased by **$9.6 million**, mainly due to a **$12.4 million** net investment in an unconsolidated joint venture and a **$4.8 million** increase in capital expenditures[689](index=689&type=chunk) - Net cash from financing activities increased by **$57.3 million**, driven by a **$112.4 million** increase in net proceeds from preferred stock issuance and a **$106.0 million** increase in net proceeds from debt[660](index=660&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=67&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate changes, with **47.9%** of its debt being floating rate, leading to an estimated **$446,000** annual earnings impact from a 50 basis point rate change Debt Composition by Interest Rate Type (as of Dec 31, 2022) | Rate Type | Amount (in millions) | Percentage of Total Debt | | :--- | :--- | :--- | | Fixed Rate | $97.1 | 52.1% | | Floating Rate | $89.3 | 47.9% | - Based on floating rate debt levels at year-end 2022, a **50 basis point** change in LIBOR and SOFR would result in an approximate annual earnings impact of **$446,000**[710](index=710&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=67&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item incorporates by reference the company's audited consolidated financial statements, related notes, and the independent auditors' report, beginning on page F-1 - The required financial statements and supplementary data are incorporated by reference to the information beginning on page F-1[711](index=711&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=67&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no changes in or disagreements with its accountants on accounting and financial disclosure - None[712](index=712&type=chunk) [Item 9A. Controls and Procedures](index=67&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2022, with no material changes reported - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[739](index=739&type=chunk) - Management's assessment concluded that internal control over financial reporting was effective as of December 31, 2022. This was audited by Deloitte & Touche, LLP, which concurred[716](index=716&type=chunk)[740](index=740&type=chunk) - There were no changes in internal control over financial reporting during the fourth quarter of 2022 that materially affected, or are reasonably likely to materially affect, internal controls[722](index=722&type=chunk) [Item 9B. Other Information](index=70&type=section&id=Item%209B.%20Other%20Information) This item is not applicable - Not applicable[771](index=771&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=70&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable - Not applicable[723](index=723&type=chunk) PART III [Items 10, 11, 12, 13, and 14](index=71&type=section&id=Items%2010%2C%2011%2C%2012%2C%2013%2C%20and%2014) Information for these items, covering Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Related Transactions, and Accountant Fees, is incorporated by reference from the 2023 Proxy Statement - Information for Items 10 through 14 is incorporated by reference from the company's 2023 Proxy Statement[772](index=772&type=chunk)[773](index=773&type=chunk)[774](index=774&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=72&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K, detailed on pages F-1 and 72-74 - This item provides a list of all financial statements, schedules, and exhibits filed with or incorporated by reference into the Form 10-K[775](index=775&type=chunk)[776](index=776&type=chunk) [Item 16. Form 10-K Summary](index=74&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary was provided - None[754](index=754&type=chunk) Financial Statements and Notes [Notes to Consolidated Financial Statements](index=85&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed financial information including real estate acquisitions, unconsolidated joint ventures, lending portfolio concentration, debt refinancing, preferred stock activity, related-party transactions, segment performance, and subsequent events [Note 3. Investments in Real Estate](index=94&type=section&id=Note%203.%20Investments%20in%20Real%20Estate) Purchase Price Allocation for Acquisitions (in thousands) | Asset Component | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Land | $10,491 | $1,839 | | Buildings and improvements | $164 | $1,061 | | Other | $132 | $33 | | **Net assets acquired** | **$10,787** | **$2,933** | [Note 4. Investment in Unconsolidated Entity](index=96&type=section&id=Note%204.%20Investment%20in%20Unconsolidated%20Entity) - In February 2022, the company invested approximately **$22.4 million** to acquire a **44%** interest in an unconsolidated joint venture that purchased an office property in Los Angeles for a gross price of **$51.0 million**[241](index=241&type=chunk)[242](index=242&type=chunk) [Note 5. Loans Receivable](index=97&type=section&id=Note%205.%20Loans%20Receivable) Loans Receivable, Net (in thousands) | Category | Dec 31, 2022 ($) | Dec 31, 2021 ($) | | :--- | :--- | :--- | | SBA 7(a) loans receivable, subject to credit risk | $56,116 | $42,103 | | SBA 7(a) loans receivable, subject to loan-backed notes | $0 | $18,050 | | Other loans receivable | $6,244 | $13,107 | | **Total Loans Receivable, Net** | **$62,547** | **$73,543** | - As of December 31, 2022, **99.9%** of the company's loans subject to credit risk were concentrated in the hospitality industry[252](index=252&type=chunk) [Note 7. Debt](index=99&type=section&id=Note%207.%20Debt) Total Debt, Net (in thousands) | Category | Dec 31, 2022 ($) | Dec 31, 2021 ($) | | :--- | :--- | :--- | | Mortgage Payable | $97,006 | $96,980 | | Secured Borrowings | $6,237 | $6,976 | | Other Debt | $81,024 | $97,189 | | **Total Debt, Net** | **$184,267** | **$201,145** | - In December 2022, the company refinanced its 2018 credit facility with a new 2022 credit facility, which includes a **$56.2 million** term loan and a **$150.0 million** revolver, maturing in December 2025[262](index=262&type=chunk) [Note 10. Redeemable Preferred Stock](index=103&type=section&id=Note%2010.%20Redeemable%20Preferred%20Stock) - In September 2022, the company repurchased **2,435,284** shares of its Series L Preferred Stock for **$70.1 million**[943](index=943&type=chunk) - On December 23, 2022, the company announced it would redeem all remaining outstanding shares of Series L Preferred Stock for **$83.8 million**, which was completed on January 25, 2023[609](index=609&type=chunk)[948](index=948&type=chunk) [Note 13. Related-Party Transactions](index=109&type=section&id=Note%2013.%20Related-Party%20Transactions) Fees and Reimbursements to Related Parties (in thousands) | Fee/Expense Type | FY 2022 ($) | FY 2021 ($) | | :--- | :--- | :--- | | Asset management fees | $3,570 | $9,030 | | Property management fees & reimbursements | $5,777 | $4,716 | | Expense reimbursements - corporate | $1,925 | $2,050 | | Expense reimbursements - lending segment | $1,929 | $1,921 | | Offering-related fees | $2,685 | $796 | [Note 17. Segment Disclosure](index=116&type=section&id=Note%2017.%20Segment%20Disclosure) Segment Net Operating Income (in thousands) | Segment | FY 2022 ($) | FY 2021 ($) | | :--- | :--- | :--- | | Office | $29,330 | $29,511 | | Hotel | $11,114 | $1,880 | | Lending | $6,380 | $15,670 | | **Total Segment NOI** | **$46,824** | **$47,061** | Segment Assets (in thousands) | Segment | Dec 31, 2022 ($) | Dec 31, 2021 ($) | | :--- | :--- | :--- | | Office | $471,677 | $449,843 | | Hotel | $99,082 | $101,308 | | Lending | $76,148 | $96,729 | [Note 18. Subsequent Events](index=119&type=section&id=Note%2018.%20Subsequent%20Events) - In January and March 2023, the company acquired significant interests in two large multifamily properties in Oakland, California for a combined purchase price of over **$260 million**, including assumed debt[286](index=286&type=chunk)[318](index=318&type=chunk) - In February 2023, the company closed a co-investment transaction for its 4750 Wilshire property, selling an **80%** interest to three international co-investors for approximately **$34.4 million** to fund its conversion to multifamily units[317](index=317&type=chunk) - On March 9, 2023, the lending division completed a securitization of SBA 7(a) loans, issuing **$54.1 million** of loan-backed notes[287](index=287&type=chunk)

Financial Data and Key Metrics Changes - The core FFO per share was negative $0.07 in Q3 2022, a decrease from positive $0.08 in the prior year period, primarily due to a reduction in segment NOI and increased preferred stock distributions [6][23]. - Segment operations NOI decreased to $10.1 million from $13.3 million year-over-year, with a notable reduction in the lending segment NOI by $3.7 million [23][24]. Business Line Data and Key Metrics Changes - The lending division NOI decreased to $1.2 million in Q3 2022 from $4.9 million in the prior year, attributed to the end of government support for SBA loans [24]. - The office segment NOI decreased to $6.5 million from $7.5 million, with a loss from a joint venture investment contributing to the decline [25]. - The hotel segment NOI increased to $2.4 million from approximately $900,000, driven by improved occupancy rates and average daily rates [26]. Market Data and Key Metrics Changes - The stabilized portfolio was 86.5% leased at the end of Q3 2022, with approximately 59,000 square feet leased during the quarter [18]. - Cash lease spreads for recurring leases decreased slightly to negative 1.2% through the first nine months of 2022 [18]. Company Strategy and Development Direction - The company is focused on balancing its portfolio between creative office and multifamily assets, with a significant pipeline of multifamily development opportunities [8][31]. - The strategy includes co-investing in value-add and development assets to enhance diversification and generate fee income [8][34]. - The company aims to maintain financial flexibility and reduce costs, including a reduction in management fees [33][34]. Management's Comments on Operating Environment and Future Outlook - Management noted strong leasing activity and a positive outlook for 2023, particularly in the hotel segment due to increased group bookings [5][6]. - The company anticipates challenges in development due to rising borrowing costs and reduced credit availability, but expects development costs may decrease [16][31]. Other Important Information - The company repurchased approximately $4.7 million of common stock and $67 million of Series L preferred stock at a discount, which is seen as accretive for common shareholders [20][27]. - The company raised approximately $57 million from preferred stock issued in Q3 2022, enhancing financial flexibility [29]. Q&A Session Summary Question: Development pipeline and capital expansion for multifamily - Management indicated that while cap rates have increased, continued rent growth and potential decreases in development costs could still yield meaningful value [38][39]. Question: Uses of cash generated from preferred stock raise - The cash will be used to pay down outstanding amounts under the revolving credit facility and potentially redeem Series L preferred stock [40][41]. Question: Multifamily development in Oakland - The land in Oakland is being converted to multifamily due to a saturated office market, with entitlement expected to be completed in 18 to 24 months [42][43].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One): ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-13610 CREATIVE MEDIA & COMMUNITY TRUST CORPORATION (Exact name of registrant as specified in its charter) M ...