Exhibit 99.1
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On March 28, 2017, CIM Commercial Trust Corporation (“the Company”) sold a 100% fee-simple interest in 211 Main Street (“211 Main”), a property located in San Francisco, California to BPP 211 Main Owner LLC, an unrelated third party.
The following unaudited pro forma consolidated financial statements of the Company have been prepared to reflect the effect of the sale as described in Item 2.01 of the Current Report on Form 8-K with which this Exhibit 99.1 is filed. The unaudited pro forma consolidated balance sheet as of December 31, 2016 is based on the balance sheet of the Company, and gives effect to the sale as if it occurred on December 31, 2016. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2016 is based on the historical consolidated statement of operations of the Company, and gives effect to the sale as if it had occurred on January 1, 2016.
The unaudited pro forma consolidated financial statements presented below are based on assumptions and adjustments set forth in the notes thereto. The unaudited pro forma adjustments made in the compilation of the unaudited pro forma consolidated financial statements were directly attributable to the sale, are factually supportable, and based upon available information and assumptions that the Company considers reasonable, and have been made solely for purposes of developing such unaudited pro forma consolidated financial statements for illustrative purposes in compliance with the disclosure requirements of the Securities and Exchange Commission (“SEC”). The unaudited pro forma consolidated financial statements are presented for informational purposes only and should not be considered indicative of actual results that would have been achieved had the sale actually been consummated on the dates indicated and does not purport to be indicative of the financial condition as of any future date or results of operation for any future period.
The unaudited pro forma consolidated financial statements, and the accompanying notes, should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 16, 2017.
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Balance Sheet
As of December 31, 2016
(in thousands, except share and per share data)
| | As Reported | | Pro Forma | | | |
| | (A) | | Adjustments (B) | | Pro Forma | |
ASSETS | | | | | | | |
Investments in real estate, net | | $ | 1,606,942 | | $ | (94,082 | ) | $ | 1,512,860 | |
Cash and cash equivalents | | 144,449 | | 263,720 | (C) | 408,169 | |
Restricted cash | | 32,160 | | — | | 32,160 | |
Accounts receivable, net | | 13,086 | | (10 | ) | 13,076 | |
Deferred rent receivable and charges, net | | 116,354 | | (9,186 | ) | 107,168 | |
Other intangible assets, net | | 17,623 | | (35 | ) | 17,588 | |
Other assets | | 92,270 | | (93 | ) | 92,177 | |
TOTAL ASSETS | | $ | 2,022,884 | | $ | 160,314 | | $ | 2,183,198 | |
LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY | | | | | | | |
LIABILITIES: | | | | | | | |
Debt | | $ | 967,886 | | $ | (26,827 | )(D) | $ | 941,059 | |
Accounts payable and accrued expenses | | 39,155 | | (4,920 | ) | 34,235 | |
Intangible liabilities, net | | 3,576 | | (1,914 | ) | 1,662 | |
Due to related parties | | 10,196 | | (32 | ) | 10,164 | |
Other liabilities | | 34,056 | | — | | 34,056 | |
Total liabilities | | 1,054,869 | | (33,693 | ) | 1,021,176 | |
COMMITMENTS AND CONTINGENCIES | | | | | | | |
REDEEMABLE PREFERRED STOCK: Series A, $0.001 par value; 36,000,000 shares authorized; 61,435 shares issued and outstanding; liquidation preference of $25.00 per share | | 1,426 | | — | | 1,426 | |
EQUITY: | | | | | | | |
Common stock, $0.001 par value; 900,000,000 shares authorized; 84,048,081 shares issued and outstanding | | 84 | | — | | 84 | |
Additional paid-in capital | | 1,566,073 | | — | | 1,566,073 | |
Accumulated other comprehensive income (loss) | | (509 | ) | — | | (509 | ) |
Distributions in excess of earnings | | (599,971 | ) | 194,007 | (E) | (405,964 | ) |
Total stockholders’ equity | | 965,677 | | 194,007 | | 1,159,684 | |
Noncontrolling interests | | 912 | | — | | 912 | |
Total equity | | 966,589 | | 194,007 | | 1,160,596 | |
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY | | $ | 2,022,884 | | $ | 160,314 | | $ | 2,183,198 | |
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2016
(in thousands, except per share data)
| | As Reported | | Pro Forma | | | |
| | (F) | | Adjustments (G) | | Pro Forma | |
REVENUES: | | | | | | | |
Rental and other property income | | $ | 241,413 | | $ | (12,352 | ) | $ | 229,061 | |
Expense reimbursements | | 12,502 | | (2,238 | ) | 10,264 | |
Interest and other income | | 12,016 | | — | | 12,016 | |
| | 265,931 | | (14,590 | ) | 251,341 | |
EXPENSES: | | | | | | | |
Rental and other property operating | | 124,703 | | (3,919 | ) | 120,784 | |
Asset management and other fees to related parties | | 33,882 | | (2,324 | )(H) | 31,558 | |
Interest | | 34,385 | | (1,404 | ) | 32,981 | |
General and administrative | | 7,961 | | (48 | ) | 7,913 | |
Transaction costs | | 340 | | — | | 340 | |
Depreciation and amortization | | 71,968 | | (4,341 | ) | 67,627 | |
| | 273,239 | | (12,036 | ) | 261,203 | |
Gain on sale of real estate | | 39,666 | | — | | 39,666 | |
INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | | 32,358 | | (2,554 | ) | 29,804 | |
Provision for income taxes | | 1,646 | | — | | 1,646 | |
NET INCOME FROM CONTINUING OPERATIONS | | 30,712 | | (2,554 | ) | 28,158 | |
NET INCOME FROM DISCONTINUED OPERATIONS- Income from operations of assets held for sale | | 3,853 | | — | | 3,853 | |
NET INCOME | | 34,565 | | (2,554 | ) | 32,011 | |
Net income attributable to noncontrolling interests | | (18 | ) | — | | (18 | ) |
NET INCOME ATTRIBUTABLE TO THE COMPANY | | 34,547 | | (2,554 | ) | 31,993 | |
Redeemable preferred stock dividends | | (9 | ) | — | | (9 | ) |
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | | $ | 34,538 | | $ | (2,554 | ) | $ | 31,984 | |
BASIC AND DILUTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE: | | | | | | | |
Continuing operations | | $ | 0.34 | | | | $ | 0.31 | |
Discontinued operations | | $ | 0.04 | | | | $ | 0.04 | |
Net income | | $ | 0.38 | | | | $ | 0.35 | |
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: | | | | | | | |
Basic | | 91,328 | | | | 91,328 | |
Diluted | | 91,328 | | | | 91,328 | |
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Pro Forma Adjustments
(A) Reflects the Company’s consolidated balance sheet as of December 31, 2016, as contained in the financial statements presented in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2017.
(B) Represents the elimination of the assets and liabilities associated with 211 Main. These adjustments also include actual cash received at closing on March 28, 2017.
(C) Represents net proceeds received by the Company upon sale of 211 Main, which is net of repayment of property level debt, prorations and adjustments, and transaction costs.
(D) Represents property level debt associated with 211 Main which was repaid in conjunction with the sale of the property.
(E) Represents the excess of the proceeds from the sale of the property less estimated closing costs and other adjustments associated with the sale over the carrying value, as of December 31, 2016, of the assets net of liabilities of 211 Main. This amount has not been reflected in the pro forma consolidated statement of operations as it is considered to be nonrecurring in nature.
(F) Reflects the consolidated results of operations of the Company for the year ended December 31, 2016, as contained in the financial statements presented in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2017.
(G) Represents revenues and expenses associated with 211 Main for the year ended December 31, 2016.
(H) Represents the impact to asset management fees assuming the sale of 211 Main occurred on January 1, 2016. Asset management fees are calculated as a percentage of the daily average gross fair value of investments.
