CREATIVE MEDIA & COMMUNITY TRUST CORPORATION

(CMCT)
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Management's Discussion and Analysis of Financial Condition and Results of Operations

05/10/2022 | 06:28pm EDT
This Form 10-Q contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 (the "Exchange Act"), which are intended to be covered by
the safe harbors created thereby. Such forward-looking statements can be
identified by the use of forward-looking terminology such as "may," "will,"
"project," "target," "expect," "intend," "might," "believe," "anticipate,"
"estimate," "could," "would," "continue," "pursue," "potential," "forecast,"
"seek," "plan," or "should" or "goal" or the negative thereof or other
variations or similar words or phrases. Such forward-looking statements include,
among others, statements about CMCT's plans and objectives relating to future
growth and outlook, and the trading liquidity of CMCT's Common Stock. Such
forward-looking statements are based on particular assumptions that management
of CMCT 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 CMCT's management 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 scope, severity and duration of the
current pandemic of COVID-19, and actions taken to contain the pandemic or
mitigate its impact, (ii) the adverse effect of COVID-19 on the financial
condition, results of operations, cash flows and performance of CMCT and its
tenants and business partners, the real estate market and the global economy and
financial markets, among others, (iii) the timing, form and operational effects
of CMCT's development activities, (iv) the ability of CMCT to raise in place
rents to existing market rents and to maintain or increase occupancy levels, (v)
fluctuations in market rents, including as a result of COVID-19, (vi) the
effects of inflation and higher interest rates on the operations and
profitability of CMCT and (vii) general economic, market and other conditions.
Additional important factors that could cause CMCT's actual results to differ
materially from CMCT's expectations are discussed under the section "Risk
Factors" in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission ("SEC") on March 16, 2022 (the "2021 Form 10-K"). The
forward-looking statements included herein are based on current expectations and
there can be no assurance that these expectations will be attained. Assumptions
relating to the foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond CMCT's control. Although we believe that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and, therefore, there can be no assurance that
the forward-looking statements included in this Form 10-Q will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by CMCT or any other person that
CMCT's objectives and plans will be achieved. Readers are cautioned not to place
undue reliance on forward-looking statements. Forward-looking statements speak
only as of the date they are made. CMCT does not undertake to update them to
reflect changes that occur after the date they are made.

The following discussion of our financial condition as of March 31, 2022 and
results of operations for the three months ended March 31, 2022 and 2021 should
be read in conjunction with the 2021 Form 10-K. For a more detailed description
of the risks affecting our financial condition and results of operations, see
"Risk Factors" in Part I, Item 1A of the 2021 Form 10-K and in Part II, Item 1A
of this Quarterly Report. Capitalized terms used herein, but not otherwise
defined, shall have the meaning ascribed to those terms in "Part I - Financial
Information" of this Quarterly Report on Form 10-Q, including the notes to the
consolidated financial statements contained therein. The terms "we," "us," "our"
and the "Company" refer to Creative Media & Community Trust Corporation and its
subsidiaries.

Definitions

We use certain defined terms throughout this Quarterly Report on Form 10-Q that have the following meanings:

The phrase "ADR" represents average daily rate. It is calculated as trailing 3-month room revenue divided by the number of rooms occupied. For sold properties, ADR is presented for the Company's period of ownership only.


The phrase "annualized rent" represents gross monthly base rent, or gross
monthly contractual rent under parking and retail leases, multiplied by 12. This
amount reflects total cash rent before abatements. Where applicable, annualized
rent has been grossed up by adding annualized expense reimbursements to base
rent.

The phrase "RevPAR" represents revenue per available room. It is calculated as
trailing 3-month room revenue divided by the number of available rooms. For sold
properties, RevPAR is presented for the Company's period of ownership only.
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Executive Summary

Business Overview

Creative Media & Community Trust Corporation (formerly known as CIM Commercial
Trust Corporation) is a Maryland corporation and REIT. We primarily own and
operate Class A and creative office real assets in vibrant and improving
metropolitan communities throughout the United States. We seek to acquire,
operate and develop premier multifamily and creative office assets that cater to
rapidly growing industries such as technology, media and entertainment in
vibrant and emerging communities throughout the United States. We seek to apply
the expertise of CIM Group to the acquisition, development and operation of
top-tier multifamily properties situated in dynamic markets with similar
business and employment characteristics to its creative office investments. All
of our real estate assets are and will generally be located in communities
qualified by CIM Group as described further below. These communities are located
in areas that include traditional downtown areas and suburban main streets,
which have high barriers to entry, high population density, positive population
trends and a propensity for growth. We believe that the critical mass of
redevelopment in such areas creates positive externalities, which enhance the
value of real estate assets in the area. We believe that these assets will
provide greater returns than similar assets in other markets, as a result of the
population growth, public commitment and significant private investment that
characterize these areas. We intend that no investment will exceed 10% of our
gross asset value at the time of investment but management may ultimately
determine to execute on more significant acquisitions.

We are operated by affiliates of CIM Group. CIM is a community-focused real
estate and infrastructure owner, operator, lender and developer. CIM is
headquartered in Los Angeles, CA, with offices in Atlanta, GA, Bethesda, MD,
Chicago, IL, Dallas, TX, New York, NY, Orlando, FL, Phoenix, AZ, and Tokyo,
Japan. CIM also maintains additional offices across the United States, as well
as in Korea, Hong Kong and the United Kingdom to support its platform.

COVID-19


In March 2020, the World Health Organization declared the outbreak of COVID-19 a
pandemic. Since then, COVID-19 has spread worldwide, causing significant
disruptions to the U.S. and world economies. Additionally, the spread of
COVID-19 in the United States and the resulting restrictions on travel, meetings
and social gatherings that have been implemented from time to time have
impacted, and may continue to impact, the operations of our hotel in Sacramento,
California. For the three months ended March 31, 2022, our hotel segment net
operating income was $2.4 million, which was lower than the comparable
pre-COVID-19 period. As a result, the net operating income of our hotel for 2022
may be lower as compared to pre-COVID-19 years and contributions by the hotel to
our funds from operations may be diminished in 2022 when compared to
pre-COVID-19 years.

Our loans originated and serviced under the SBA 7(a) Small Business Loan Program
through March 31, 2022 consist primarily of loans to borrowers in the limited
service hospitality sector. Certain of our borrowers experienced significant
reductions in cash flows as COVID-19 caused reductions in travel. However, the
substantial majority of our borrowers received relief under the Coronavirus Aid,
Relief and Economic Security Act (the "CARES Act") during the year ended
December 31, 2020 through subsidy in the form of six months of monthly loan
payments made on the borrower's behalf pursuant to Section 1112 of the CARES
Act. Section 1112 of the CARES Act was extended and, beginning February 1, 2021,
the CARES Act provided up to an additional five months of subsidy of scheduled
principal and interest payments (up to $9,000 per month, per loan). Those
subsidies were not extended further.

The extent to which COVID-19 will continue to impact our operations and those of
our tenants, business partners and borrowers will depend on future developments,
which are highly uncertain and cannot be predicted with confidence, including
the scope, severity and duration of any new outbreaks involving variants of
COVID-19 and actions taken to contain or mitigate such outbreaks, the
distribution and acceptance of vaccines, the impacts on the U.S. and
international economies and the extent to which federal, state and local
governments provide relief or assistance to those affected by COVID-19. We
cannot predict the significance, extent or duration of any adverse impact of
COVID-19 on our business, financial condition, results of operations, cash flow
or our ability to satisfy our debt service obligations or to maintain our level
of distributions on its Common Stock or Preferred Stock. However, our business,
financial condition, results of operations, and liquidity have been adversely
affected and may continue to be adversely affected during 2022.

Properties


As of March 31, 2022, our real estate portfolio consisted of 16 assets, all of
which were fee-simple properties, including one office property which we own
through our investment in an unconsolidated joint venture (the "Unconsolidated
Joint Venture"). As of March 31, 2022, our 12 office properties, totaling
approximately 1.4 million rentable square feet, were 78.9% occupied and our one
hotel with an ancillary parking garage, which has a total of 503 rooms, had
RevPAR of $119.78
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for the three months ended March 31, 2022. Additionally, as of March 31, 2022, we had two development sites (one being used as a parking lot),

Strategy

We are a Maryland corporation and REIT. Our portfolio of investments currently
consists of Class A and creative office real assets in vibrant and improving
metropolitan communities throughout the United States. We also own one hotel in
northern California and a lending platform that originates loans under the Small
Business Administration ("SBA") 7(a) loan program. We seek to acquire, operate
and develop premier multifamily and creative office assets that cater to rapidly
growing industries such as technology, media and entertainment in vibrant and
emerging communities throughout the United States. We seek to apply the
expertise of CIM Group to the acquisition, development and operation of top-tier
multifamily properties situated in dynamic markets with similar business and
employment characteristics to its creative office investments. All of our
multifamily and creative office assets are and will generally be located in
communities qualified by CIM Group as described further below. These communities
are located in areas that include traditional downtown areas and suburban main
streets, which have high barriers to entry, high population density, positive
population trends and a propensity for growth. We believe that the critical mass
of redevelopment in such areas creates positive externalities, which enhance the
value of real estate assets in the area. We believe that these assets will
provide greater returns than similar assets in other markets, as a result of the
population growth, public commitment and significant private investment that
characterize these areas.

Our investments in multifamily and creative office assets may take different
forms, including direct equity or preferred investments, real estate development
activities, side-by-side investments or co-investments with vehicles managed or
owned by CIM Group and/or originating loans that are secured directly or
indirectly by properties primarily located in qualified communities ("Qualified
Communities") that meet our strategy. We intend that no investment will exceed
10% of our gross asset value at the time of investment but management may
ultimately determine to execute on more significant acquisitions.

We intend to dispose of assets that do not fit into our strategy over time and
opportunistically (i.e., we do not have any specific time frame with respect to
such dispositions). Further, as a matter of prudent management, we regularly
evaluate each asset within our portfolio as well as our strategy. Such review
may result in dispositions when, among other things, we believe the proceeds
generated from the sale of an asset can be redeployed in one or more assets that
will generate better returns, or the market value of such asset is equal to or
exceeds our view of its intrinsic value. If we dispose of any of these assets,
we intend to reinvest the proceeds in assets that fit our strategy.

CIM Group Operations


CIM Group believes that a vast majority of the risks associated with acquiring
real estate are mitigated by accumulating local market knowledge of the
community where the asset is located. As a result, CIM Group typically spends
significant resources over a period of between six months and five years
evaluating communities prior to making any acquisitions. The distinct districts
that CIM Group identifies through this process as targets for acquisitions are
referred to as "Qualified Communities". Qualified Communities typically have
dedicated resources to become, or are currently, vibrant communities where
people can live, work, shop and be entertained, all within walking distance or
close proximity to public transportation. These areas, which include traditional
downtown areas and suburban main streets, generally have high barriers to entry,
high population density, positive population trends, a propensity for growth and
support for investment. CIM Group believes that the critical mass of
redevelopment in such Qualified Communities creates positive externalities,
which enhance the value of real estate assets in the area. CIM Group targets
acquisitions of diverse types of real estate assets, including retail,
residential, office, parking, hotel, signage and mixed-use through CIM Group's
extensive network and its current opportunistic activities.

CIM Group seeks to maximize the value of its holdings through active onsite
property management and leasing. CIM Group has extensive in-house research,
acquisition, credit analysis, development, finance, leasing and onsite property
management capabilities, which leverage its deep understanding of metropolitan
communities to position properties for multiple uses and to maximize operating
income. As a vertically-integrated owner and operator, CIM Group has in-house
onsite property management and leasing capabilities. Property managers prepare
annual capital and operating budgets and monthly operating reports, monitor
results and oversee vendor services, maintenance and capital improvement
schedules. In addition, they ensure that revenue objectives are met, lease terms
are followed, receivables are collected, preventative maintenance programs are
implemented, vendors are evaluated and expenses are controlled. In addition, CIM
Group's real assets management committee (the "Real Assets Management
Committee") reviews and approves strategic plans for each asset, including
financing, leasing, marketing and property positioning, as well as hold/sell
analyses and performance tracking relative to the overall business plan. CIM
Group's organizational structure provides for continuity through
multi-disciplinary teams responsible for an asset from the time of the original
investment recommendation, through the implementation of the asset's business
plan, and any repositions or ultimate disposition activities.

CIM Group's Investments and Development teams are separate groups that work very
closely together on transactions requiring development or redevelopment. While
the Investments team is ultimately responsible for acquisition analysis, both
the Investments and Development teams perform due diligence, evaluate and
determine underwriting assumptions and participate
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in the development management and ongoing asset management of CIM Group's assets
under development. The Development team is also responsible for the oversight
and or execution of securing entitlements and the development/repositioning
process. In instances where CIM Group is not the lead developer, CIM Group's
in-house Development team continues to provide development and construction
oversight to co-sponsors through a shadow team that oversees the progress of the
development from beginning to end to ensure adherence to the budgets, schedules,
quality and scope of the project in order to maintain CIM Group's vision for the
final product. Both the Investments and Development teams interact as a cohesive
team when sourcing, underwriting, acquiring, executing and managing the business
plan of an opportunistic acquisition.

Financing Strategy


We may finance our future activities through one or more of the following
methods: (i) offerings of shares of our common stock, par value $0.001 per share
("Common Stock"), preferred stock or other equity and or debt securities of the
Company; (ii) credit facilities and term loans; (iii) the addition of senior
recourse or non-recourse debt using target acquisitions as well as existing
assets as collateral; (iv) the sale of existing assets; and or (v) cash flows
from operations.

Rental Rate Trends

Office Statistics:  The following table sets forth occupancy rates and
annualized rent per occupied square foot across our office portfolio as of the
specified periods (includes property partially owned through the Unconsolidated
Joint Venture):

                                                         As of March 31,
                                                        2022          2021
Occupancy (1)                                           78.9  %       78.7  %

Annualized rent per occupied square foot (1)(2) $ 53.05 $ 51.88

______________________

(1)The information presented in this table represents historical information as of the date indicated without giving effect to any property sales occurring thereafter.


(2)Represents gross monthly base rent under leases commenced as of the specified
periods, multiplied by 12. This amount reflects total cash rent before
abatements. Total abatements, representing lease incentives in the form of free
rent, for the twelve months ended March 31, 2022 and 2021 were approximately
$1.8 million and $1.3 million, respectively. 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.

Over the next four quarters, we expect to see expiring cash rents as set forth
in the table below (includes property partially owned through the Unconsolidated
Joint Venture):

                                                                           For the Three Months Ended
                                                                      

September 30, December 31,

                                                 June 30, 2022              2022                 2022             March 31, 2023
Expiring Cash Rents:
Expiring square feet (1)                               50,166               56,717               56,726                  30,673
Expiring rent per square foot (2)              $        49.06          $     45.77          $     43.01          $        51.67


______________________

(1)Month-to-month tenants occupying a total of 9,376 square feet are included in the expiring leases in the first quarter listed.


(2)Represents gross monthly base rent, as of March 31, 2022, under leases
expiring during the periods above, multiplied by 12. This amount reflects total
cash rent before abatements. Where applicable, annualized rent has been grossed
up by adding annualized expense reimbursements to base rent.
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During the three months ended March 31, 2022, we executed leases with terms
longer than 12 months totaling 21,478 square feet. The table below sets forth
information on certain of our executed leases during the three months ended
March 31, 2022, excluding space that was vacant for more than one year,
month-to-month leases, leases with an original term of less than 12 months,
related party leases, and space where the previous tenant was a related party:

                                                                                          Expiring
                                                                          New Cash          Cash
                                                          Rentable       Rents per       Rents per
                                         Number of         Square          Square          Square
                                         Leases (1)         Feet          Foot (2)        Foot (2)
Three months ended March 31, 2022            7             14,971       $    61.58      $    62.14


______________________

(1)Based on the number of tenants that signed leases.


(2)Cash rents represent gross monthly base rent, 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.

Fluctuations in submarkets, buildings and terms of leases cause large variations
in these numbers and make predicting the changes in rent in any specific period
difficult. Our rental and occupancy rates are impacted by general economic
conditions, including the pace of regional and economic growth, and access to
capital. Therefore, we cannot give any assurance that leases will be renewed or
that available space will be re-leased at rental rates equal to or above the
current market rates. Additionally, decreased demand and other negative trends
or unforeseeable events that impair our ability to timely renew or re lease
space could have a material adverse effect on our business, financial condition,
results of operations, cash flow or our ability to satisfy our debt service
obligations or to maintain our level of distributions on our Common Stock or
Preferred Stock.

Hotel Statistics: The following table sets forth the occupancy, ADR and RevPAR for our hotel in Sacramento, California for the specified periods:

                   For the Three Months
                     Ended March 31,
                   2022            2021
Occupancy            69.2  %        29.8  %
ADR            $   173.14       $ 116.21
RevPAR         $   119.78       $  34.60


Seasonality

Our revenues and expenses for our hotel property are subject to seasonality
during the year. Generally, our hotel revenues are greater in the first and
second quarters than the third and fourth quarters. This seasonality can be
expected to cause quarterly fluctuations in revenues, segment net operating
income, net income and cash provided by operating activities. In addition, the
hotel industry is cyclical and demand generally follows, on a lagged basis, key
macroeconomic factors.

Lending Segment

Through our loans originated under the SBA 7(a) Program, we are a national
lender that primarily originates loans to small businesses. We identify loan
origination opportunities through personal contacts, internet referrals,
attendance at trade shows and meetings, direct mailings, advertisements in trade
publications and other marketing methods. We also generate loans through
referrals from real estate and loan brokers, franchise representatives, existing
borrowers, lawyers and accountants. In addition, as an SBA 7(a) licensee, we
originated loans as an authorized lender under the Paycheck Protection Program
("PPP"), which was enacted during the year ended December 31, 2020 and completed
during 2021. While originations under the PPP have ended, we still had $3.4
million outstanding in PPP loans as of March 31, 2022.

The SBA 7(a) Loan Program is the SBA's most common loan program and is
considered to be the best SBA assisted loan option when real estate is part of a
business purchase. The maximum loan amount for an SBA 7(a) loan is $5.0 million.
Key eligibility factors are based on what the business does to generate its
income, its credit history, and where the business operates. We assist in the
identification of which type of loan is best suited for a potential borrower's
needs. Our SBA 7(a) term loans have monthly repayment terms of principal and
interest and are originated with variable interest rates based on the prime
rate. Most of our SBA 7(a) loans have maturities of approximately 25 years.
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The PPP provides lenders who originated loans under the program with a 100%
guaranty of repayment (provided certain conditions are met) and provides small
businesses with uncollateralized and unguaranteed loans at an interest rate of
1.00%. Loans originated under the PPP will be fully forgiven, subject to certain
limitations, when used by the borrower for payroll costs, interest on mortgages,
rent, and utilities. For those loans that are forgiven, the SBA will remit 100%
of the remaining outstanding principal plus accrued interest to us. For those
loans whose borrowers do not meet the criteria required for forgiveness, the
borrower is required to repay the remaining obligation. Upon a borrower default
of any remaining balance due, if any, the SBA will remit the balance due to us.
The loans that we originated under the PPP have a two-year term if originated
prior to June 5, 2020 and have a five-year term if originated after June 5,
2020. We obtained all funds to originate loans under the PPP from the Federal
Reserve on a basis that correlated to the outstanding principal balance due from
our borrowers pursuant to the PPP on a dollar-for-dollar basis with a cost of
funds of 0.35%.

While we have focused on originating real estate loans almost exclusively to the
limited service and mid-scale hospitality industry, we intend to increase our
efforts to originate other real estate collateralized loans. These loans are
anticipated to be concentrated in industries in which we previously had positive
experience, including convenience store, RV park and single purpose building
owner-occupied restaurant operations and may include owner-occupied industrial
operations/warehouse buildings.

Property Concentration


Kaiser Foundation Health Plan, Incorporated ("Kaiser"), which occupied space in
one of our Oakland, California properties, accounted for 29.4% of our annualized
rental income for the three months ended March 31, 2022.

2021 Results of Operations


Comparison of the Three Months Ended March 31, 2022 to the Three Months Ended
March 31, 2021

Net Income (Loss) and FFO

                              Three Months Ended March 31,                    Change
                                   2022                    2021           $            %
                                               (dollars in thousands)
Total revenues         $        24,782                  $ 18,879      $ 5,903         31.3  %
Total expenses         $        22,293                  $ 22,176      $   117          0.5  %

Net income (loss)      $         2,302                  $ (3,671)     $ 5,973       (162.7) %


Net income (loss) increased to $2.3 million, or by $6.0 million, for the three
months ended March 31, 2022, compared to a net loss of $3.7 million for the
three months ended March 31, 2021. The increase is primarily attributable to an
increase of $3.1 million in our segment net operating income primarily as a
result of increases in hotel segment and office segment net operating income as
well as a decrease in asset management and other fees to related parties of $1.3
million and a decrease in general and administrative expenses of $904,000.

Funds from Operations


We believe that funds from operations ("FFO"), a non-GAAP measure, 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 GAAP, which reflects the deduction of redeemable
preferred stock dividends accumulated, excluding gains (or losses) from sales of
real estate, impairment of real estate, and real estate depreciation and
amortization. We calculate FFO in accordance with the standards established by
the National Association of Real Estate Investment Trusts (the "NAREIT").

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

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

Three Months Ended March 31,

                                                                                  2022                  2021
Net loss attributable to common stockholders(1)                            $        (2,811)         $   (8,206)
Depreciation and amortization                                                        5,004               5,037

FFO attributable to common stockholders(1)                                 

$ 2,193 $ (3,169)



(1)During the three months ended March 31, 2022 and 2021, we recognized $74,000
and $13,000, respectively, of redeemable preferred stock redemptions and $15,000
and $57,000, respectively, of redeemable preferred stock deemed dividends. Such
amounts are included in, and have the effect of reducing, net (loss)
attributable to common stockholders and FFO attributable to common stockholders,
because redeemable preferred stock redemptions are not an adjustment prescribed
by NAREIT.

FFO attributable to common stockholders was $2.2 million for the three months
ended March 31, 2022, an increase of $5.4 million compared to a loss of $3.2
million for the three months ended March 31, 2021. The increase in FFO is
primarily attributable to an increase of $3.1 million in our segment net
operating income, primarily as a result of increases in hotel segment net
operating income as well as a decrease in asset management and other fees to
related parties of $1.3 million and a decrease in general and administrative
expenses of $904,000.

Summary Segment Results

During the three months ended March 31, 2022 and 2021, we operated in three
segments: office and hotel properties and lending. Set forth and described below
are summary segment results for our operating segments (dollar amounts in
thousands).

                                                         Three Months Ended March 31,                         Change
                                                            2022                  2021                $                   %
Revenues:
Office                                               $        14,105          $  13,527          $     578                  4.3  %
Hotel                                                $         7,793          $   1,878          $   5,915                315.0  %
Lending                                              $         2,884          $   3,474          $    (590)               (17.0) %

Expenses:
Office                                               $         6,211          $   5,740          $     471                  8.2  %
Hotel                                                $         5,399          $   2,685          $   2,714                101.1  %
Lending                                              $         1,136          $   1,368          $    (232)               (17.0) %

Income From Unconsolidated Entity
Office                                               $           120          $       -          $     120                100.0  %

Non-Segment Revenue and Expenses:


Asset management and other fees to related                                                       $   1,338                (59.2) %
parties                                              $          (921)         $  (2,259)
Expense reimbursements to related parties -                                                      $     183                (30.2) %
corporate                                            $          (422)         $    (605)
Interest expense                                     $        (2,063)         $  (2,441)         $     378                (15.5) %
General and administrative                           $        (1,137)         $  (2,041)         $     904                (44.3) %

Depreciation and amortization                        $        (5,004)         $  (5,037)         $      33                 (0.7) %

Provision for income taxes                           $          (307)         $    (374)         $      67                (17.9) %


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Revenues


Office Revenue: Office revenue includes rental revenue, expense reimbursements
and lease termination income from office properties. Office revenue increased to
$14.1 million, or by 4.3%, for the three months ended March 31, 2022 compared to
$13.5 million for the three months ended March 31, 2021. The increase is
primarily due to increased rental revenue at an office property in Austin, Texas
as a result of higher occupancy for the three months ended March 31, 2022 as
compared to the three months ended March 31, 2021.

Hotel Revenue: Hotel revenue increased to $7.8 million, or by 315.0%, for the
three months ended March 31, 2022, compared to $1.9 million for the three months
ended March 31, 2021, primarily due to an increase in occupancy, average daily
rate, and food, beverage, and other sundry hotel services during the first
quarter of 2022 as compared to the first quarter of 2021 as a result of the
easing of government restrictions associated with COVID-19.

Lending Revenue: Lending revenue represents revenue from our lending
subsidiaries, including interest income on loans and other loan related fee
income. Lending revenue decreased to $2.9 million, or by 17.0%, for the three
months ended March 31, 2022, compared to $3.5 million for the three months ended
March 31, 2021. The decrease is primarily due to lower premium income as a
result of lower loan sale volume during the three months ended March 31, 2022,
compared to the three months ended March 31, 2021.

Expenses


Office Expenses: Office expenses increased to $6.2 million, or by 8.2%, for the
three months ended March 31, 2022, compared to $5.7 million for the three months
ended March 31, 2021. The increase is primarily due to an increase in operating
expenses at an office property in Austin, Texas and an office property in
Oakland, California for the three months ended March 31, 2022 as compared to the
three months ended March 31, 2021.

Hotel Expenses: Hotel expenses increased to $5.4 million, or by 101.1%, for the
three months ended March 31, 2022, compared to $2.7 million for the three months
ended March 31, 2021, primarily as a result of increased occupancy at the hotel
as compared to the first quarter of 2021 as a result of the easing of government
restrictions associated with COVID-19.

Lending Expenses: Lending expenses represent expenses from our lending
subsidiaries, including interest expense, general and administrative expenses
and fees to related parties. Lending expenses decreased to $1.1 million, or by
17.0%, for the three months ended March 31, 2022, compared to $1.4 million for
the three months ended March 31, 2021. The decrease was primarily due to a
decrease in interest expense as a result of net paydowns of SBA 7(a) loans
receivable and PPP loans which resulted in corresponding paydowns on our
borrowings under our SBA 7(a) loan-backed notes and the PPPLF.

Income From Unconsolidated Entity: Income from our unconsolidated entity
included in office segment net operating income was $120,000 for the three
months ended March 31, 2022. As our investment in the unconsolidated entity was
made in February 2022, there was no comparable income for the three months ended
March 31, 2021.

Asset Management and Other Fees to Related Parties: Asset management fees and
other fees to related parties, which have not been allocated to our operating
segments, were $921,000 for the three months ended March 31, 2022, a decrease of
59.2%, compared to $2.3 million for the three months ended March 31, 2021. The
decrease was a result of the Fee Waiver which became effective January 1, 2022
and replaced the previous asset management fee with a new Base Fee calculated at
an annual rate of 1% (or 0.25% per quarter) of the average net asset value
attributable to common stockholders at the beginning and end of the period.

Expense Reimbursements to Related Parties-Corporate: The Administrator receives
compensation and or reimbursement for performing certain services for the
Company and its subsidiaries that are not covered by the Incentive Fee. Expense
reimbursements to related parties-corporate were $422,000 for the three months
ended March 31, 2022, a decrease of 30.2%, compared to $605,000 for the three
months ended March 31, 2021. The decrease was primarily due to reductions in
allocated payroll.

Interest Expense: Interest expense, which has not been allocated to our
operating segments, was $2.1 million for the three months ended March 31, 2022,
a decrease of 15.5% compared to $2.4 million for the three months ended March
31, 2021. The decrease is primarily due to a lower average outstanding principal
balance on our 2018 Revolving Credit Facility compared to the three months ended
March 31, 2021.

General and Administrative Expenses: General and administrative expenses, which
have not been allocated to our operating segments, were $1.1 million for the
three months ended March 31, 2022, a decrease of 44.3% compared to $2.0 million
for the three months ended March 31, 2021. The decrease is primarily due to a
decrease in legal fees.
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Depreciation and Amortization Expense: Depreciation and amortization expense was
consistent at $5.0 million for the both three months ended March 31, 2022 and
2021.

Provision for Income Taxes: Provision for income taxes was $307,000 for the
three months ended March 31, 2022 as compared to a $374,000 for the three months
ended March 31, 2021. The decrease in provision for income taxes is due to a
decrease in taxable income at our taxable REIT subsidiaries, largely due to the
operations of the lending division during the three months ended March 31, 2022
as compared to the three months ended March 31, 2021.

Cash Flow Analysis


Our cash flows from operating activities are primarily dependent upon the real
estate assets owned, occupancy level of our real estate assets, the rental rates
achieved through our leases, the occupancy and ADR of our hotel, the
collectability of rent and recoveries from our tenants, and loan related
activity. Our cash flows from operating activities are also impacted by
fluctuations in operating expenses and other general and administrative costs.
Net cash provided by operating activities increased by $4.0 million for the
three months ended March 31, 2022, as compared to the same period in 2021.The
increase was primarily due to an increase in net income adjusted for
depreciation and amortization expense and write-offs of uncollectible
receivables of $5.3 million, primarily as a result of increases in hotel and
office segment net operating income, partially offset by a $1.2 million decrease
in net proceeds from sale of guaranteed loans net of loan fundings, held for
sale.

Our cash flows from investing activities are primarily related to property
acquisitions and dispositions, expenditures for the development or repositioning
of properties, capital expenditures and cash flows associated with loans
originated at our lending segment. Net cash used in investing activities
increased by $29.5 million for the three months ended March 31, 2022, as
compared to the same period in 2021. The increase in cash used in investing
activities was primarily due to an increase of $4.3 million in additions to
investments in real estate and acquisitions of real estate and a cash outlay of
$22.4 million related to the Unconsolidated Joint Venture, the investment that
was made during the three months ended March 31, 2022, as compared to the same
period in 2021.

Our cash flows from financing activities are generally impacted by borrowings
and capital activities. Net cash provided by financing activities was $21.4
million during the three months ended March 31, 2022, compared to net cash used
in financing activities of $231,000 in the same period in 2021. The change was
primarily due to an increase of $19.8 million in net proceeds from debt,
primarily due to an increase in net borrowings under our 2018 Revolving Credit
Facility, and an increase of $3.0 million in proceeds from issuance of preferred
stock, net of redemptions, partially offset by an increase of $1.2 million in
payments of common stock and preferred stock dividends during the three months
ended March 31, 2022, as compared to the same period in 2021.

Liquidity and Capital Resources

General


On a short-term basis, our principal demands for funds will be for the
acquisition of assets, development or repositioning of properties, or re-leasing
of space in existing properties, capital expenditures, interest and principal on
current and any future debt financings, SBA 7(a) loan originations, and paying
distributions on our Preferred Stock and Common Stock. We may finance our future
activities through one or more of the following methods: (i) offerings of shares
of Common Stock, preferred stock or other equity and or debt securities of the
Company; (ii) credit facilities and term loans; (iii) the addition of senior
recourse or non-recourse debt using target acquisitions as well as existing
assets as collateral; (iv) the sale of existing assets; and or (v) cash flows
from operations. With respect to the $90.0 million outstanding under the 2018
Revolving Credit Facility as of May 3, 2022 that is scheduled to mature in
October 2022, we expect to extend its maturity to October 2023, subject to
satisfying certain conditions, and/or refinance such indebtedness. Based on our
projected performance and current capital market conditions, we expect that we
will be able to implement either or both options. In November 2022, holders of
the Series L Preferred Stock will have the right to require us to redeem all or
any of the shares of Series L Preferred Stock held by such holders. At the same
time, we will also have the right to redeem any or all shares of our Series L
Preferred Stock. The redemption price, whether the redemption is at the request
of a holder or by us, will be equal to 100% of the stated value of the Series L
Preferred Stock plus any accumulated and unpaid dividends. We can pay the
redemption price, at our option and in our sole discretion, either in cash or in
equal value through the issuance of shares of our Common Stock. We do not know
whether holders of Series L Preferred Stock will exercise their redemption
rights and, if so, in what amounts. We are currently actively evaluating our
options with respect to whether we will exercise our redemption right with
respect to any or all shares of Series L Preferred Stock as well as other
alternatives.

Our long-term liquidity needs will consist primarily of funds necessary for
acquisitions of assets, development or repositioning of properties, or
re-leasing of space in existing properties, capital expenditures, refinancing of
indebtedness, SBA 7(a) loan originations, paying distributions on our Preferred
Stock or any other preferred stock we may issue, any future
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repurchase and or redemption of our Preferred Stock (if we choose, or are
required, to pay the redemption price in cash instead of in shares of our Common
Stock) and distributions on our Common Stock. Additionally, our outstanding
commitments to fund loans were $16.4 million as of March 31, 2022, substantially
all of which reflect prime-based loans to be originated by our subsidiary
engaged in SBA 7(a) Small Business Loan Program lending. The majority of these
commitments have government guarantees of 90% (although the government guarantee
has now reverted to 75%) and we believe that we will be able to sell the
guaranteed portion of these loans in a liquid secondary market upon fully
funding these loans. Since some commitments are expected to expire without being
drawn upon, total commitment amounts do not necessarily represent future cash
requirements.

We may not have sufficient funds on hand or may not be able to obtain additional
financing to cover all of our long-term cash requirements. The nature of our
business, and the requirements imposed by REIT rules that we distribute a
substantial majority of our REIT taxable income on an annual basis in the form
of dividends, may cause us to have substantial liquidity needs over the
long-term. While we will seek to satisfy such needs through one or more of the
methods described in the first paragraph of this section, our ability to take
such actions is highly uncertain and cannot be predicted, and could be affected
by various risks and uncertainties, including, but not limited to, the effects
of COVID-19 and other risks detailed in "Risk Factors" in Part I, Item 1A of the
2021 Form 10-K. If we cannot obtain funding for our long-term liquidity needs,
our assets may generate lower cash flows or decline in value, or both, which may
cause us to sell assets at a time when we would not otherwise do so which could
have a material adverse effect on our business, financial condition, results of
operations, cash flow or our ability to satisfy our debt service obligations or
to maintain our level of distributions on our Common Stock or Preferred Stock.

Sources and Uses of Funds

Mortgages

We have one mortgage loan agreement with an outstanding balance of $97.1 million as of March 31, 2022.


Revolving Credit Facilities

In October 2018, we entered into the 2018 Revolving Credit Facility that, as
amended, allows us to borrow up to $209.5 million, subject to a borrowing base
calculation. As of March 31, 2022 and December 31, 2021, the variable interest
rate was 2.49% and 2.15%, respectively. The 2018 revolving credit facility
matures in October 2022 and provides for one one-year extension option under
certain conditions, including providing notice of the election and paying an
extension fee of 0.15% of each lender's commitment being extended on the
effective date of such extension. We expect to extend its maturity to October
2023, subject to satisfying certain conditions, and/or refinance such
indebtedness. Based on our projected performance and current capital market
conditions, we expect that we will be able to implement either or both options.
As of May 3, 2022, March 31, 2022, and December 31, 2021, $90.0 million, $90.0
million and $60.0 million, respectively, was outstanding under the 2018
revolving credit facility and approximately $106.2 million, $106.2 million, and
$117.6 million, respectively, was available for future borrowings.

In May 2020, we entered into the 2020 unsecured revolving credit facility (the
"2020 Credit Facility") pursuant to which we can borrow up to a maximum of $10.0
million. Outstanding advances under the 2020 Credit Facility bore interest at
the rate of 1.00%. As of and March 31, 2022, no amounts were outstanding under
the 2020 Credit Facility. The 2020 Credit Facility matured on May 1, 2022.

In June 2020, we commenced borrowing funds from the Federal Reserve through the
PPPLF. Advances under the PPPLF carry an interest rate of 0.35%, are made on a
dollar-for-dollar basis based on the amount of loans originated under the PPP
and are secured by loans made by us under the PPP. The PPPLF contains customary
covenants but is not subject to any financial covenants. The maturity date of
PPPLF borrowings is the same as the maturity date of the loans pledged to secure
the extension of credit, generally two years. At maturity, both principal and
accrued interest are due. The maturity date of a PPPLF borrowing will be
accelerated if, among other things, we have been reimbursed by the SBA for a
loan forgiveness (to the extent of the forgiveness), we have received payment
from the SBA representing exercise of the loan guarantee or we have received
payment from the underlying borrower (to the extent of the payment received). We
borrowed money under the PPPLF to finance all the loans we originated under the
PPP. As of March 31, 2022, $3.7 million was outstanding under the PPPLF.
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Other Financing Activity


On May 30, 2018, we completed a securitization of the unguaranteed portion of
certain of our SBA 7(a) loans receivable with the issuance of $38.2 million of
unguaranteed SBA 7(a) loan-backed notes. The SBA 7(a) loan-backed notes mature
on March 20, 2043, with monthly payments due as payments on the collateralized
loans are received. Based on the anticipated repayments of our collateralized
SBA 7(a) loans, at issuance, we estimated the weighted average life of the SBA
7(a) loan-backed notes to be approximately two years. The SBA 7(a) loan-backed
notes bear interest at the lower of the one-month LIBOR plus 1.40% or the prime
rate less 1.08%. The outstanding balance of SBA 7(a) loan-backed notes on May 3,
2022, March 31, 2022, and December 31, 2021, was $5.1 million, $6.2 million and
$7.7 million, respectively.

We have junior subordinated notes with a variable interest rate that resets
quarterly based on the three-month LIBOR plus 3.25%, with quarterly
interest­only payments. The junior subordinated balance is due at maturity on
March 30, 2035. The junior subordinated notes may be redeemed at par at our
option. The aggregate principal balance of the junior subordinated notes was
$27.1 million as of March 31, 2022.

As an SBA 7(a) licensee, we are an authorized lender under the PPP and
originated loans under the program. As of March 31, 2022, we had $3.4 million
outstanding in PPP loans. We expect that all of the outstanding PPP loans will
be forgiven, either in part or in full, by the SBA or be repaid by the borrower,
including both principal and accrued interest.

Securities Offerings


We conducted a continuous public offering of Series A Preferred Units from
October 2016 through January 2020, where each Series A Preferred Unit consisted
of one share of Series A Preferred Stock and one Series A Preferred Warrant.
During the tenure of the offering, we issued 4,603,287 Series A Preferred Units
and received net proceeds of $105.2 million after commissions, fees and
allocated costs.

The Series A Preferred Warrants are exercisable beginning on the first
anniversary of the date of their original issuance until and including the fifth
anniversary of the date of such issuance. At the time of issuance, the exercise
price of each Series A Preferred Warrant was equal to a 15.0% premium to the per
share estimated NAV of our Common Stock most recently published and designated
as the applicable NAV by us at the time of issuance. However, in accordance with
the terms of the Series A Preferred Warrants, the exercise price of each Series
A Preferred Warrant issued prior to the Reverse Stock Split was automatically
adjusted to reflect the effect of the Reverse Stock Split and, in the discretion
of our Board of Directors, the exercise price and the number of shares issuable
upon exercise of each Series A Preferred Warrant issued prior to the Special
Dividend was adjusted to reflect the effect of the Special Dividend. As of March
31, 2022, there were 4,458,589 Series A Preferred Warrants to purchase 1,156,393
shares of Common Stock outstanding.

Since February 2020, we have conducted a continuous public offering of up to
approximately $785.0 million of our Series A Preferred Stock and Series D
Preferred Stock. We intend to use the net proceeds from the offering for general
corporate purposes, acquisitions of shares of our Common Stock and Preferred
Stock, whether through one or more tender offers, share repurchases or
otherwise, and acquisitions consistent with our acquisition and asset management
strategies. As of March 31, 2022, we had issued 7,949,521 shares of Series A
Preferred Stock and 56,857 shares of Series D Preferred Stock and received
aggregate net proceeds of $181.0 million after commissions, fees and allocated
costs.

On March 16, 2020, we established an "at the market" ("ATM") program through
which we may, from time to time in our discretion, offer and sell shares of
Common Stock having an aggregate offering price of up to $25.0 million through
an investment banking firm acting as the sales agent. Sales of Common Stock
under the ATM program may be made directly on or through Nasdaq, among other
methods. We intend to use the net proceeds from shares sold under the ATM
program, if any, for general corporate purposes, acquisitions of shares of our
Preferred Stock, whether through one or more tender offers, share repurchases or
otherwise, and acquisitions consistent with our acquisition and asset management
strategies. As of May 3, 2022, no sales of Common Stock have been made under the
ATM program.

Dividends on and Redemptions of Preferred Stock


Holders of Series A Preferred Stock, Series D Preferred Stock and Series L
Preferred Stock are entitled to receive, if, as and when authorized by our Board
of Directors, and declared by us out of legally available funds, cumulative cash
dividends on each share at an annual rate of 5.50% of the Series A Preferred
Stock Stated Value (i.e., the equivalent of $0.34375 per share per quarter),
5.65% of the Series D Preferred Stock Stated Value (i.e., the equivalent of
$0.35313 per share per quarter), and 5.50% of the Series L Preferred Stock
Stated Value (i.e., the equivalent of $1.56035 per share per year),
respectively. However, if we fail to timely declare distributions or fail to
timely pay any distribution on the Series L Preferred Stock, the annual dividend
rate of the Series L Preferred Stock will temporarily increase by 1.00% per
year, up to a maximum annual rate of 8.50% of the Series L Preferred Stock
Stated Value. Dividends on each share of Preferred Stock begin accruing on, and
are
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cumulative from, the date of issuance. Prior to the payment of any distributions
on Series L Preferred Stock in respect of a given year, we must first declare
and pay dividends on the Common Stock in respect of such year in an aggregate
amount equal to the Initial Dividend announced by our Board of Directors at the
end of the prior fiscal year. On December 29, 2021, we announced an Initial
Dividend on shares of our Common Stock for fiscal year 2022 in the aggregate
amount of $7,010,799, of which $1,986,000 had been paid as of March 31, 2022.

We expect to pay dividends on the Series A Preferred Stock and Series D
Preferred Stock in arrears on a monthly basis, and on the Series L Preferred
Stock in arrears on a yearly basis, unless our results of operations, our
general financing conditions, general economic conditions, applicable
requirements of the MGCL or other factors make it imprudent to do so. The timing
and amount of dividends declared and paid on our Preferred Stock will be
determined by our Board of Directors, in its sole discretion, and may vary from
time to time.

Holders of our Common Stock are entitled to receive dividends, if, as and when
authorized by the Board of Directors and declared by us out of legally available
funds. In determining our dividend policy, the Board of Directors considers many
factors including the amount of cash resources available for dividend
distributions, capital spending plans, cash flow, our financial position,
applicable requirements of the MGCL, any applicable contractual restrictions,
and future growth in NAV and cash flow per share prospects. Consequently, the
dividend rate on a quarterly basis does not necessarily correlate directly to
any individual factor.

From the date of issuance until the fifth anniversary of the date of issuance,
holders of Series A Preferred Stock and Series D Preferred Stock may require us
to redeem such shares at a discount to the Series A Preferred Stated Value and
Series D Preferred Stated Value, respectively. From and after the fifth
anniversary of the date of original issuance of any share of our Preferred
Stock, we generally (subject to certain conditions) have the right (but not the
obligation) to redeem, and the holder of such share may require us to redeem,
such share at a redemption price equal to 100% of the stated value of such
share, plus any accrued but unpaid dividends in respect of such share as of the
effective date of the redemption. The redemption price in respect of any share
of Preferred Stock, whether redeemed at our option or at the option of a holder,
may be paid in cash or in shares of Common Stock in our sole discretion. During
the three months ended March 31, 2022, we redeemed 49,341 shares of Series A
Preferred Stock and no shares of Series D Preferred Stock or Series L Preferred
Stock.

Off-Balance Sheet Arrangements

As of March 31, 2022, we did not have any off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

Our recently issued accounting pronouncements are described in Note 2 to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

                                    Item 3.

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