CIM Commercial Trust Corporation Reports 2019 Second Quarter Results

DALLAS–(BUSINESS WIRE)–CIM Commercial Trust Corporation (NASDAQ: CMCT and TASE: CMCT-L) (“we”, “our”, “CMCT”, “CIM Commercial”, or the “Company”), a real estate investment trust (“REIT”) that primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving metropolitan communities throughout the United States, today reported operating results for the three and six months ended June 30, 2019.

On August 8, 2019, we announced a 1-for-3 reverse stock split on our common stock, to be effective on September 3, 2019. None of the share or per share amounts in this release reflect the effect of such reverse stock split.

Second Quarter 2019 Highlights

  • Annualized rent per occupied square foot1 on a same-store2 basis increased 8.1% to $48.94 as of June 30, 2019 compared to $45.27 as of June 30, 2018; annualized rent per occupied square foot1 across all properties was $48.94 as of June 30, 2019.
  • Our same-store2 office portfolio was 88.2% leased as of June 30, 2019 compared to 92.9% as of June 30, 2018.
  • During the second quarter of 2019, we executed 24,115 square feet of leases with terms longer than 12 months, of which 17,821 square feet were recurring leases executed at our same-store2 office portfolio, representing same-store2 cash rent growth per square foot of 6.0%.
  • Net income attributable to common stockholders was $48,260,000, or $1.07 per diluted share, for the second quarter of 2019 compared to net loss attributable to common stockholders of $(1,876,000), or $(0.04) per diluted share, for the second quarter of 2018.
  • Same-store2 office segment net operating income3 (“NOI”) decreased 5.0%, while same-store2 office cash NOI3 decreased 5.5%, for the second quarter of 2019 as compared to the corresponding period in 2018.
  • Funds from operations (“FFO”) attributable to common stockholders4 was $3,024,000, or $0.07 per diluted share, for the second quarter of 2019, inclusive of $4,911,000, or $0.11 per diluted share, in loss on early extinguishment of debt, compared to $11,449,000, or $0.26 per diluted share, for the second quarter of 2018.

_____________________________

1

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

 

2

Please see our definition of “same-store properties” on page 12.

 

3

Please see our reconciliations of office, hotel, lending, and total segment NOI to net income attributable to the Company starting on page 13.

 

4

Please see page 9 for a reconciliation of net income (loss) attributable to common stockholders to FFO attributable to common stockholders and a discussion of the benefits and limitations of FFO as a supplemental measure of operating performance.

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

As described in a separate release, our Board of Directors declared a special cash dividend of $14.00 per share of common stock primarily funded by the net proceeds (after the repayment of debt) received from the sale of 10 properties during 2019 and borrowings on our revolving credit facility.

We have also been informed that approximately 31.9 million of the shares of our common stock held by our principal stockholder (the “Fund”), representing approximately 72.8% of the outstanding shares of our common stock, will be distributed to approximately 19 members of the Fund by the end of August 2019. Such distribution will increase the public float of our common stock, which we believe will in turn increase the trading liquidity of our common stock and improve our access to capital, benefiting both preferred and common stockholders. Following such distribution, the Fund is expected to own approximately 16.9% of the outstanding shares of our common stock.

No further property sales will be made under the program to unlock embedded value in our portfolio and improve the trading liquidity of our common stock. Our remaining portfolio, after the sale of two office properties and one development site, all in Washington, D.C., in July 2019, consists of approximately 1.3 million rentable square feet of office space in Los Angeles, San Francisco and Oakland, California, and Austin, Texas and a 503-room hotel and ancillary parking garage in Sacramento, California. Three properties in Oakland and Sacramento, California, and Austin, Texas include additional development opportunities.

Guidance

We are initiating guidance for 2019 NOI and net income (loss) attributable to common stockholders as follows:

2019 Outlook

 

 

Low

 

High

 

 

(Unaudited, estimated and in millions)

Cash NOI from retained properties and lending activities

 

$

 

47.1

 

 

$

 

48.1

 

Non-cash adjustments from retained properties and lending activities

 

 

4.1

 

 

 

4.1

 

Segment NOI from retained properties and lending activities

 

 

51.2

 

 

 

52.2

 

Segment NOI from sold properties

 

 

16.0

 

 

 

16.0

 

Total Segment NOI

 

 

67.2

 

 

 

68.2

 

Asset management and other fees to related parties and G&A

 

 

(21.0

)

 

 

(20.5

)

Depreciation and amortization, interest expense, non-segment interest and other

income, provision for income taxes, redeemable preferred stock dividends

declared or accumulated, and net income attributable to noncontrolling interests

 

 

(52.2

)

 

 

(52.2

)

Gain on sale of real estate, impairment of real estate, loss on early

extinguishment of debt, and transaction costs

 

 

333.6

 

 

 

333.6

 

Net income attributable to common stockholders

 

$

 

327.6

 

 

$

 

329.1

 

Key 2019 Assumptions

  • No acquisitions or additional dispositions after the sale of two office properties and one development site, all in Washington, D.C., on July 30, 2019, occur during the remainder of 2019.
  • No future transaction costs, offerings or share repurchases have been assumed, except for continued monthly issuances of Series A preferred units.

Financial Highlights

As of June 30, 2019, our real estate portfolio consisted of 14 assets, all of which are fee-simple properties. The portfolio included 12 office properties (including two development sites, one of which is being used as a parking lot), totaling approximately 1.9 million rentable square feet, and one hotel, with an ancillary parking garage, which has 503 rooms. Two of such properties and one development site in Washington, D.C. were sold in July 2019. We also own and operate a lending business.

Second Quarter 2019

Net income attributable to common stockholders was $48,260,000, or $1.07 per diluted share of common stock, for the three months ended June 30, 2019, compared to net loss attributable to common stockholders of $(1,876,000), or $(0.04) per diluted share of common stock, for the three months ended June 30, 2018. The increase is primarily attributable to the gain on sale of real estate of $55,221,000, a decrease of $6,140,000 in depreciation and amortization, a decrease of $4,497,000 in interest expense not allocated to our operating segments, a decrease of $1,767,000 in asset management and other fees to related parties not allocated to our operating segments, an increase of $1,499,000 in interest and other income not allocated to our operating segments, and a decrease of $406,000 in general and administrative expense not allocated to our operating segments, partially offset by a decrease of $11,340,000 in net operating income5 of our operating segments, a $4,911,000 loss on early extinguishment of debt, a $2,800,000 impairment of real estate, and an increase of $488,000 in redeemable preferred stock dividends declared or accumulated.

FFO attributable to common stockholders6 was $3,024,000, or $0.07 per diluted share of common stock, for the three months ended June 30, 2019, compared to $11,449,000, or $0.26 per diluted share of common stock, for the three months ended June 30, 2018. The decrease in FFO attributable to common stockholders6 is primarily attributable to a decrease of $11,340,000 in the NOI5 of our operating segments, a $4,911,000 loss on early extinguishment of debt, and an increase of $488,000 in redeemable preferred stock dividends declared or accumulated, partially offset by a decrease of $4,497,000 in interest expense not allocated to our operating segments, a decrease of $1,767,000 in asset management and other fees to related parties not allocated to our operating segments, an increase of $1,499,000 in interest and other income not allocated to our operating segments, and a decrease of $406,000 in general and administrative expense not allocated to our operating segments.

Year to Date 2019

Net income attributable to common stockholders was $335,891,000, or $7.36 per diluted share of common stock, for the six months ended June 30, 2019, compared to net loss attributable to common stockholders of $(4,902,000), or $(0.11) per diluted share of common stock, for the six months ended June 30, 2018.

FFO attributable to common stockholders6 was $(11,096,000), or $(0.25) per diluted share of common stock, for the six months ended June 30, 2019, compared to $21,571,000, or $0.49 per diluted share of common stock, for the six months ended June 30, 2018.

____________________________

5

Please see our reconciliations of office, hotel, lending, and total segment NOI to net income attributable to the Company starting on page 13.

 

6

Please see page 9 for a reconciliation of net income (loss) attributable to common stockholders to FFO attributable to common stockholders and a discussion of the benefits and limitations of FFO as a supplemental measure of operating performance.

Segment Information

Our reportable segments during the three months ended June 30, 2019 and 2018 consisted of two types of commercial real estate properties, namely, office and hotel, as well as a segment for our lending business. Net income attributable to common stockholders was $48,260,000, or $1.07 per diluted share of common stock, for the three months ended June 30, 2019, compared to net loss attributable to common stockholders of $(1,876,000), or $(0.04) per diluted share of common stock, for the three months ended June 30, 2018, which represents an increase of $50,136,000, or $1.11 per diluted share of common stock. Total segment NOI7 was $18,012,000 for the three months ended June 30, 2019, compared to $29,352,000 for the three months ended June 30, 2018.

Office

Same-Store8

Same-store8 office segment NOI7 decreased 5.0% on a GAAP basis and decreased 5.5% on a cash basis for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. The decrease in same-store8 office segment NOI7 is primarily due to lower revenues at an office property in Los Angeles, California that is being repositioned into vibrant, collaborative office space after the expiration in April 2019 of a lease agreement for 100% of such property, which space has been partially occupied by a related party since May 2019. This was partially offset by increases in rental revenue at certain of our properties due to increases in rental rates as a result of leasing activity.

At June 30, 2019, the Company’s same-store8 office portfolio was 88.1% occupied, a decrease of 460 basis points year-over-year on a same-store8 basis, and 88.2% leased, a decrease of 470 basis points year-over-year on a same-store8 basis. The annualized rent per occupied square foot9 on a same-store8 basis was $48.94 at June 30, 2019 compared to $45.27 at June 30, 2018. For the three months ended June 30, 2019, the Company executed 17,821 square feet of recurring leases at our same-store8 office portfolio, representing same-store8 cash rent growth per square foot of 6.0%.

____________________________

7

Please see our reconciliations of office, hotel, lending, and total segment NOI to net income attributable to the Company starting on page 13.

 

8

Please see our definition of “same-store properties” on page 12.

 

9

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

Total

Office segment NOI10 decreased to $12,935,000 for the three months ended June 30, 2019, from $23,863,000 for the three months ended June 30, 2018. The decrease is primarily attributable to the sale of three office properties and a parking garage in Oakland, California, the sale of an office property in Washington, D.C., and the sale of an office property in San Francisco, California, all of which were consummated in March 2019, the sale of an office property in Oakland, California, which was consummated in May 2019, and lower revenues at an office property in Los Angeles, California that is being repositioned into vibrant, collaborative office space after the expiration in April 2019 of a lease agreement for 100% of such property, which space has been partially occupied by a related party since May 2019, partially offset by increases in rental revenue at certain of our properties due to increases in rental rates as a result of leasing activity.

Hotel

Hotel segment NOI10 was $3,522,000 for the three months ended June 30, 2019, compared to $4,110,000 for the three months ended June 30, 2018. The decrease is primarily due to lower food and beverage revenue during the three months ended June 30, 2019.

Lending

Our lending segment primarily consists of our SBA 7(a) lending platform, which is a national lender that primarily originates loans to small businesses in the hospitality industry. Lending segment NOI10 was $1,555,000 for the three months ended June 30, 2019, compared to $1,379,000 for the three months ended June 30, 2018. The increase was primarily due to higher revenue as a result of the recognition of accretion of discounts related to increased prepayments on our loans and increases in the prime rate, partially offset by an increase in interest expense as a result of the issuance of the SBA 7(a) loan-backed notes in May 2018.

Debt and Equity

During the three months ended June 30, 2019, we issued 455,464 Series A preferred units, with each Series A preferred unit consisting of one share of Series A preferred stock and one warrant to purchase 0.25 shares of our common stock, resulting in net proceeds of approximately $10,415,000. Net proceeds represent gross proceeds offset by costs specifically identifiable to the offering of the Series A preferred units, such as commissions, dealer manager fees, and other offering fees and expenses.

On May 16, 2019, one mortgage loan with an outstanding principal balance of $39,500,000 at such time, was legally defeased in connection with the sale of the related property in Oakland, California.

Dispositions

On May 16, 2019, we sold a 100% fee-simple interest in one office property in San Francisco, California to an unrelated third-party and recognized a gain of $55,221,000.

Dividends

On June 4, 2019, we declared a quarterly cash dividend of $0.125 per share of our common stock, which was paid on June 27, 2019 to stockholders of record at the close of business on June 14, 2019.

Further, we declared a quarterly cash dividend of $0.34375 per share of our Series A preferred stock, or portion thereof for issuances during the period from April 1, 2019 to June 30, 2019, which was paid on July 15, 2019 to stockholders of record at the close of business on July 5, 2019.

____________________________

10

Please see our reconciliations of office, hotel, lending, and total segment NOI to net income attributable to the Company starting on page 13.

About CIM Commercial

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

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements about CIM Commercial’s outlook for net income (loss), NOI and derivations thereof. Such forward-looking statements are based on particular assumptions that management of CIM Commercial has made in light of its experience, as well as its perception of expected future developments and other factors that it believes are appropriate under the circumstances. Forward-looking statements are necessarily estimates reflecting the judgment of CIM Commercial and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include those associated with (i) the timing, manner and extent, if any, of the distribution of shares of common stock held by the principal stockholder of CMCT to its members, (ii) the timing, manner and extent, if any, of repurchases of Series L preferred stock by the Company, and (iii) general economic, market and other conditions. For a further list and description of the risks and uncertainties inherent in forward-looking statements, see CIM Commercial’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and the Registration Statement on Form S-11 (No. 333-210880) relating to the Series A preferred stock.

Forward-looking statements are not guarantees of performance or results and speak only as of the date such statements are made. CIM Commercial undertakes no obligation to publicly update or release any revisions to its forward-looking statements, whether to reflect new information, future events, changes in assumptions or circumstances or otherwise, except as required by law.

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

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

 

 

June 30, 2019

 

December 31, 2018

ASSETS

 

 

 

 

Investments in real estate, net

 

$

 

504,302

 

 

$

 

1,040,937

 

Cash and cash equivalents

 

 

373,665

 

 

 

54,931

 

Restricted cash

 

 

10,824

 

 

 

22,512

 

Loans receivable, net

 

 

72,485

 

 

 

83,248

 

Accounts receivable, net

 

 

4,821

 

 

 

6,640

 

Deferred rent receivable and charges, net

 

 

33,158

 

 

 

84,230

 

Other intangible assets, net

 

 

8,252

 

 

 

9,531

 

Other assets

 

 

10,069

 

 

 

18,197

 

Assets held for sale, net

 

 

178,927

 

 

 

22,175

 

TOTAL ASSETS

 

$

 

1,196,503

 

 

$

 

1,342,401

 

LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY

 

 

 

 

LIABILITIES:

 

 

 

 

Debt, net

 

$

 

162,337

 

 

$

 

588,671

 

Accounts payable and accrued expenses

 

 

13,288

 

 

 

41,598

 

Intangible liabilities, net

 

 

1,938

 

 

 

2,872

 

Due to related parties

 

 

6,775

 

 

 

10,951

 

Other liabilities

 

 

9,357

 

 

 

16,535

 

Liabilities associated with assets held for sale, net

 

 

3,245

 

 

 

28,766

 

Total liabilities

 

 

196,940

 

 

 

689,393

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

REDEEMABLE PREFERRED STOCK: Series A, $0.001 par value; 36,000,000

shares authorized; 1,460,245 and 1,459,045 shares issued and outstanding,

respectively, at June 30, 2019 and 1,566,386 and 1,565,346 shares issued and

outstanding, respectively, at December 31, 2018; liquidation preference of $25.00

per share, subject to adjustment

 

 

33,303

 

 

 

35,733

 

EQUITY:

 

 

 

 

Series A cumulative redeemable preferred stock, $0.001 par value; 36,000,000

shares authorized; 2,154,248 and 2,142,676 shares issued and outstanding,

respectively, at June 30, 2019 and 1,287,169 and 1,281,804 shares issued and

outstanding, respectively, at December 31, 2018; liquidation preference of $25.00

per share, subject to adjustment

 

 

53,327

 

 

 

31,866

 

Series L cumulative redeemable preferred stock, $0.001 par value; 9,000,000

shares authorized; 8,080,740 shares issued and outstanding at June 30, 2019 and

December 31, 2018; liquidation preference of $28.37 per share, subject to

adjustment

 

 

229,251

 

 

 

229,251

 

Common stock, $0.001 par value; 900,000,000 shares authorized; 43,805,741 and

43,795,073 shares issued and outstanding at June 30, 2019 and December 31,

2018, respectively

 

 

44

 

 

 

44

 

Additional paid-in capital

 

 

788,655

 

 

 

790,354

 

Accumulated other comprehensive income

 

 

 

 

1,806

 

Distributions in excess of earnings

 

 

(105,634

)

 

 

(436,883

)

Total stockholders’ equity

 

 

965,643

 

 

 

616,438

 

Noncontrolling interests

 

 

617

 

 

 

837

 

Total equity

 

 

966,260

 

 

 

617,275

 

TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY

 

$

 

1,196,503

 

 

$

 

1,342,401

 

 

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited and in thousands, except per share amounts)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2019

 

2018

 

2019

 

2018

REVENUES:

 

 

 

 

 

 

 

 

Rental and other property income

 

$

 

22,419

 

 

$

 

37,825

 

 

$

 

56,000

 

 

$

 

72,969

 

Hotel income

 

 

9,549

 

 

 

10,160

 

 

 

19,353

 

 

 

19,849

 

Interest and other income

 

 

4,888

 

 

 

3,559

 

 

 

8,780

 

 

 

7,020

 

 

 

 

36,856

 

 

 

51,544

 

 

 

84,133

 

 

 

99,838

 

EXPENSES:

 

 

 

 

 

 

 

 

Rental and other property operating

 

 

15,658

 

 

 

20,765

 

 

 

35,911

 

 

 

38,681

 

Asset management and other fees to related parties

 

 

4,288

 

 

 

6,143

 

 

 

10,174

 

 

 

12,354

 

Interest

 

 

2,550

 

 

 

6,811

 

 

 

6,595

 

 

 

13,444

 

General and administrative

 

 

1,621

 

 

 

1,915

 

 

 

3,409

 

 

 

5,291

 

Transaction costs

 

 

216

 

 

 

344

 

 

 

260

 

 

 

344

 

Depreciation and amortization

 

 

7,185

 

 

 

13,325

 

 

 

16,815

 

 

 

26,473

 

Loss on early extinguishment of debt

 

 

4,911

 

 

 

 

 

29,982

 

 

 

Impairment of real estate

 

 

2,800

 

 

 

 

 

69,000

 

 

 

 

 

 

39,229

 

 

 

49,303

 

 

 

172,146

 

 

 

96,587

 

Gain on sale of real estate

 

 

55,221

 

 

 

 

 

432,802

 

 

 

INCOME BEFORE PROVISION FOR INCOME TAXES

 

 

52,848

 

 

 

2,241

 

 

 

344,789

 

 

 

3,251

 

Provision for income taxes

 

 

281

 

 

 

292

 

 

 

599

 

 

 

680

 

NET INCOME

 

 

52,567

 

 

 

1,949

 

 

 

344,190

 

 

 

2,571

 

Net (income) loss attributable to noncontrolling interests

 

 

(1

)

 

 

(12

)

 

 

173

 

 

 

(16

)

NET INCOME ATTRIBUTABLE TO THE COMPANY

 

 

52,566

 

 

 

1,937

 

 

 

344,363

 

 

 

2,555

 

Redeemable preferred stock dividends declared or

accumulated

 

 

(4,302

)

 

 

(3,814

)

 

 

(8,464

)

 

 

(7,459

)

Redeemable preferred stock redemptions

 

 

(4

)

 

 

1

 

 

 

(8

)

 

 

2

 

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON

STOCKHOLDERS

 

$

 

48,260

 

 

$

 

(1,876

)

 

$

 

335,891

 

 

$

 

(4,902

)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON

STOCKHOLDERS PER SHARE:

 

 

 

 

 

 

 

 

Basic

 

$

 

1.10

 

 

$

 

(0.04

)

 

$

 

7.67

 

 

$

 

(0.11

)

Diluted

 

$

 

1.07

 

 

$

 

(0.04

)

 

$

 

7.36

 

 

$

 

(0.11

)

WEIGHTED AVERAGE SHARES OF COMMON

STOCK OUTSTANDING:

 

 

 

 

 

 

 

 

Basic

 

 

43,791

 

 

 

43,791

 

 

 

43,793

 

 

 

43,788

 

Diluted

 

 

45,853

 

 

 

43,791

 

 

 

45,804

 

 

 

43,788

 

 

CIM COMMERCIAL TRUST CORPORATION AND SUBSIDIARIES

Funds from Operations

(Unaudited and in thousands, except per share amounts)

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

Contacts

For CIM Commercial Trust Corporation

Media Relations:

Bill Mendel, 212-397-1030

bill@mendelcommunications.com

or

Shareholder Relations:

Steve Altebrando, 646-652-8473

shareholders@cimcommercial.com

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