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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 17, 2023
Commission File Number 1-13610
CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Maryland75-6446078
(State or Other Jurisdiction of
Incorporation or Organization)		(I.R.S. Employer
Identification No.)
17950 Preston Road, Suite 600, Dallas, TX 75252
(972) 349-3200
(Address of Principal Executive Offices)(Registrant's telephone number)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 Par ValueCMCT
Nasdaq Global Market
Common Stock, $0.001 Par ValueCMCT-L
Tel Aviv Stock Exchange
Series L Preferred Stock, $0.001 Par ValueCMCTP
Nasdaq Global Market
Series L Preferred Stock, $0.001 Par ValueCMCTP
Tel Aviv Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐


Item 1.01 Entry into a Material Definitive Agreement
The information set forth under Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets
As part of its asset-light investment approach, on February 17, 2023, an indirect wholly owned subsidiary of Creative Media & Community Trust Corporation (“CMCT”) announced the closing of a co-investment transaction pursuant to which three international co-investors, Kanden Realty & Development America LLC, Taisei USA, LLC and TO-4750 Wilshire Co-Investor, LP, committed to acquire an 80% interest in a property owned by CMCT located at 4750 Wilshire Blvd in Los Angeles (“4750 Wilshire”) for an aggregate purchase price of approximately $34.4 million, excluding transaction costs. The general partner of TO-4750 Wilshire Co-Investor, LP is an indirect wholly-owned subsidiary of CMCT.
CMCT intends to use part of the proceeds from the three co-investors and a mortgage loan that CMCT is in the process of obtaining from a bank to finance the conversion of two out of the three floors of 4750 Wilshire into for-lease multifamily units.
The conversion is expected to cost approximately $31.0 million. Pursuant to the co-investment agreement, each co-investor will pay an on-going management fee to CMCT. In addition, CMCT may earn incentive fees from co-investors based on the performance of 4750 Wilshire after conversion. The co-investment agreement contains terms and conditions customary of a transaction of this nature. The foregoing description of the co-investment agreement is only a summary and is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Explanatory Note
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company is providing the pro forma financial information required by Item 9.01 related to the sale of 4750 Wilshire Boulevard.
The accompanying unaudited pro forma consolidated balance sheet of the Company as of September 30, 2022 is presented as if the completion of the sale of the 80% interest in 4750 Wilshire (the “Co-Investment”) had occurred on September 30, 2022. The accompanying unaudited pro forma consolidated statements of operations of the Company for the nine months ended September 30, 2022 and for the year ended December 31, 2021 are presented as if the Co-Investment had occurred on January 1, 2021.
The accompanying unaudited pro forma consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the pro forma financial position and results of operations of the Company as of and for the periods indicated; however, the accompanying unaudited pro forma consolidated financial statements are not intended to be indicative of the financial position or results of operations that would have actually occurred nor do they purport to represent the financial position or results of operations for future periods. The retrospectively adjusted financial position and results of operations for the indicated periods when reported in the post-sale periodic reports may differ from the pro forma financial statements presented herein. The unaudited pro forma consolidated financial statements should be read in conjunction with the historical consolidated financial statements and notes accompanying the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2022 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The unaudited pro forma consolidated statements of operations do not include the impact of any strategies that management may have considered in order to efficiently manage the Company's operations had the sale occurred on January 1, 2021. Pro forma adjustments have not been made in the accompanying pro forma consolidated statements of operations of the Company for the estimated gain on disposition resulting from the sale, for any reimbursements or payments resulting from the sale, or for the use of proceeds resulting from the sale.


Exhibit NumberExhibit Description
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET
As of September 30, 2022
(in thousands, except share and per share amounts) (Unaudited)
 As ReportedDisposition Transaction Accounting AdjustmentsPro Forma
(a)(b)
ASSETS  
Investments in real estate, net$503,790 $(40,770)$463,020 
Investment in unconsolidated entity 12,149 8,485 (c)20,634 
Cash and cash equivalents14,794 34,400 (d)49,194 
Restricted cash12,006 — 12,006 
Loans receivable, net66,627 — 66,627 
Accounts receivable, net3,930 — 3,930 
Deferred rent receivable and charges, net36,408 (2,354)34,054 
Other intangible assets, net4,665 — 4,665 
Other assets11,228 (117)11,111 
TOTAL ASSETS$665,597 $(356)$665,241 
LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY 
LIABILITIES: 
Debt, net$216,442 $— $216,442 
Accounts payable and accrued expenses24,339 (773)23,566 
Intangible liabilities, net78 — 78 
Due to related parties3,984 (45)3,939 
Other liabilities19,537 — 19,537 
Total liabilities264,380 (818)263,562 
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK: Series A cumulative redeemable preferred stock, $0.001 par value; liquidation preference of $25.00 per share, subject to adjustment
29,073 — 29,073 
EQUITY: 
Series A cumulative redeemable preferred stock, $0.001 par value; liquidation preference of $25.00 per share, subject to adjustment
178,287 — 178,287 
Series A1 cumulative redeemable preferred stock, $0.001 par value; liquidation preference of $25.00 per share, subject to adjustment
69,490 — 69,490 
Series D cumulative redeemable preferred stock, $0.001 par value; liquidation preference of $25.00 per share, subject to adjustment
1,396 — 1,396 
Series L cumulative redeemable preferred stock, $0.001 par value; liquidation preference of $28.37 per share, subject to adjustment
83,745 — 83,745 
Common stock, $0.001 par value.
23 — 23 
Additional paid-in capital862,360 — 862,360 
Distributions in excess of earnings(823,523)462 (e)(823,061)
Total stockholders’ equity371,778 462 372,240 
Noncontrolling interests366 — 366 
Total equity372,144 462 372,606 
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY$665,597 $(356)$665,241 
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2022
(in thousands, except share and per share amounts) (Unaudited)
 Nine Months Ended September 30, 2022
As Reported		Disposition Transaction Accounting AdjustmentsNine Months Ended September 30, 2022
Pro Forma
 (a)(b)
REVENUES:  
Rental and other property income$42,484 $(1,127)$41,357 
Hotel income24,476 — 24,476 
Interest and other income9,078 — 9,078 
Total Revenues76,038 (1,127)74,911 
EXPENSES: 
Rental and other property operating37,557 (1,147)36,410 
Asset management and other fees to related parties          2,757 — (c)2,757 
Expense reimbursements to related parties—corporate1,459 — 1,459 
Expense reimbursements to related parties—lending segment1,612 — 1,612 
Interest6,766 — 6,766 
General and administrative4,975 (15)4,960 
Transaction costs201 — 201 
Depreciation and amortization15,071 (865)14,206 
Total Expenses70,398 (2,027)68,371 
Income (loss) from unconsolidated entity176 (180)(d)(4)
INCOME BEFORE PROVISION FOR INCOME TAXES5,816 720 6,536 
Provision for income taxes815 — 815 
NET INCOME5,001 720 5,721 
Net income attributable to noncontrolling interests(19)— (19)
NET INCOME ATTRIBUTABLE TO THE COMPANY4,982 720 5,702 
Redeemable preferred stock dividends declared or accumulated(16,763)— (16,763)
Redeemable preferred stock deemed dividends(19)— (19)
Redeemable preferred stock redemptions(5,044)— (5,044)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS$(16,844)$720 $(16,124)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE: 
Basic$(0.72)$(0.69)
Diluted$(0.72)$(0.69)
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: 
Basic23,303 23,303 
Diluted23,303 23,303 
   The accompanying notes are an integral part of these consolidated financial statements.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2021
(in thousands, except share and per share amounts) (Unaudited)
Year Ended December 31, 2021
As Reported		Disposition Transaction Accounting AdjustmentsYear Ended December 31, 2021
Pro Forma
(a)(b)
REVENUES:
Rental and other property income$52,838 $(1,480)$51,358 
Hotel income16,722 — 16,722 
Interest and other income21,366 — 21,366 
Total Revenues90,926 (1,480)89,446 
EXPENSES:
Rental and other property operating39,272 (1,539)37,733 
Asset management and other fees to related parties9,030 (366)(c)8,664 
Expense reimbursements to related parties—corporate2,050 — 2,050 
Expense reimbursements to related parties—lending segment1,921 — 1,921 
Interest9,413 — 9,413 
General and administrative6,844 (17)6,827 
Transaction costs143 — 143 
Depreciation and amortization20,112 (1,164)18,948 
Total Expenses88,785 (3,086)85,699 
Income (loss) from unconsolidated entity— (248)(d)(248)
INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES2,141 1,358 3,499 
Provision for income taxes2,992 — 2,992 
NET LOSS(851)1,358 507 
Net loss (income) attributable to noncontrolling interests1 — 1 
NET LOSS ATTRIBUTABLE TO THE COMPANY(850)1,358 508 
Redeemable preferred stock dividends declared or accumulated(18,763)— (18,763)
Redeemable preferred stock deemed dividends(253)— (253)
Redeemable preferred stock redemptions(113)— (113)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS$(19,979)$1,358 $(18,621)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE:
Basic$(1.04)$(0.97)
Diluted$(1.04)$(0.97)
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic19,187 19,187 
Diluted19,187 19,187 

The accompanying notes are an integral part of these consolidated financial statements.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
TRANSACTION ACCOUNTING ADJUSTMENTS
The transaction accounting adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma consolidated financial information:
Adjustments to the Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2022
(a)Reflects the Company’s historical unaudited consolidated balance sheet as of September 30, 2022, which was included in the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 14, 2022.
(b)Reflects an 80% share of Company’s property-level historical financial position related to 4750 Wilshire as of September 30, 2022, except for certain of the pro forma adjustments described below that are a direct result of the transaction.
Investment in unconsolidated entity
(c)Reflects the Company’s retained 20% interest in 4750 Wilshire as of September 30, 2022 accounted for as an equity-method investment which will be consistent with the Company’s accounting treatment for its retained 20% interest in 4750 Wilshire following the Co-Investment.
Cash and cash equivalents
(d)Reflects the $34.4 million cash consideration to be received under the Co-Investment.
Distributions in excess of earnings
(e)Reflects the excess of the net cash proceeds from the sale of the Co-Investment over the carrying value, as of September 30, 2022, of the assets net of liabilities of the 4750 Wilshire. This amount has not been reflected in the pro forma consolidated statements of operations as it is considered to be nonrecurring in nature.
Adjustments to the Unaudited Pro Forma Consolidated Statements of Operations for the Nine Months Ended September 30, 2022 and the Year Ended December 31, 2021
(a)Reflects the historical unaudited consolidated statements of operations for the nine months ended September 30, 2022 and the year ended December 31, 2021, which were included in the Quarterly Report on Form 10-Q, as filed with the SEC on November 14, 2022, and the Annual Report on Form 10-K, as filed with the SEC on March 16, 2022, respectively.
(b)Reflects an 80% share of the Company’s property-level historical results of operations related to 4750 Wilshire for the nine months ended September 30, 2022 and for the year ended December 31, 2021, except the pro forma adjustments described below that are a direct result of the transaction.
Asset management and other fees to related parties
(c)For the year ended December 31, 2021, asset management fees were calculated as a percentage of the daily average gross fair value of assets, which would have resulted in a pro forma decrease of the asset management fee for the Co-Investment for the year ended December 31, 2021 of $366,000. Because of the application of the fee waiver dated as of January 1, 2022, the asset management fee has been calculated for pro forma purposes as a percentage of the net asset value applicable to common shareholders for the nine months ended September 30, 2022, which resulted in no pro forma adjustment of the asset management fee for the Co-Investment for this period.
Income (loss) from unconsolidated entity
(d)     Reflects the Company’s retained 20% share of 4750 Wilshire’s net income for the nine months ended September 30, 2022 and for the year ended December 31, 2021 accounted for as an equity-method investment which will be consistent with the Company’s accounting treatment for its retained 20% interest in 4750 Wilshire following the Co-Investment.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
Dated: February 23, 2023 By: 
/s/ David Thompson
David Thompson
Chief Executive Officer

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