Investment in Mortgage Notes

Investment in mortgage notes, including related accrued interest receivable, at December 31, 2017 and 2016 consists of the following (in thousands):



		2017		2016
(1)	Mortgage note and related accrued interest receivable, borrower exercised option to convert to lease on December 22, 2017	—		1,637
(2)	Mortgage note and related accrued interest receivable, 10.25%, prepaid in full December 28, 2017	—		3,508
(3)	Mortgage note and related accrued interest receivable, 9.00%, due March 11, 2018	1,454		1,454
(4)	Mortgage note and related accrued interest receivable, 7.00%, due July 31, 2018	1,474		1,375
(5)	Mortgage note and related accrued interest receivable, 7.50%, due January 6, 2019	9,056		—
(6)	Mortgage notes and related accrued interest receivable, 7.00% and 10.00%, due May 1, 2019	174,265		164,743
(7)	Mortgage note, 7.00%, due December 20, 2021	57,890		70,304
(8)	Mortgage notes, 8.50%, due April 6, 2022	249,213		—
(9)	Mortgage note and related accrued interest receivable, 7.85%, due December 28, 2026	5,803		5,635
(10)	Mortgage note and related accrued interest receivable, 7.85%, due January 3, 2027	10,880		—
(11)	Mortgage note and related accrued interest receivable, 9.25%, due June 28, 2032	31,105		36,032
(12)	Mortgage note and related accrued interest receivable, 9.00%, due December 31, 2032	5,173		5,327
(13)	Mortgage notes and related accrued interest receivable, 9.50%, due April 30, 2033	33,269		30,849
(14)	Mortgage note, 11.31%, due July 1, 2033	12,249		12,530
(15)	Mortgage note and related accrued interest receivable, 8.50% to 9.15%, due June 30, 2034	8,711		7,230
(16)	Mortgage note and related accrued interest receivable, 9.50%, due August 31, 2034	12,564		12,473
(17)	Mortgage note, 11.26%, due December 1, 2034	51,050		51,250
(18)	Mortgage notes, 10.43%, due December 1, 2034	37,562		37,562
(19)	Mortgage note, 10.88%, due December 1, 2034	4,550		4,550
(20)	Mortgage note, 8.14%, due January 5, 2036	21,000		21,000
(21)	Mortgage note, 10.25%, due May 31, 2036	17,505		17,505
(22)	Mortgage note and related accrued interest receivable, 9.95%, due July 31, 2036	6,304		6,083
(23)	Mortgage note, 9.75%, due August 1, 2036	18,068		18,219
(24)	Mortgage note and related accrued interest receivable, 9.75%, due December 31, 2036	9,838		4,712
(25)	Mortgage note and related accrued interest receivable, 8.50%, due April 30, 2037	4,717		—
(26)	Mortgage note and related accrued interest receivable, 8.75%, due June 30, 2037	4,111		—
(27)	Mortgage note and related accrued interest receivable, 8.50%, due July 31, 2037	4,235		—
(28)	Mortgage note, 8.75%, due August 31, 2037	11,330		—
(29)	Mortgage note and related accrued interest receivable, 10.14%, due September 30, 2037	2,500		—
(30)	Mortgage note and related accrued interest receivable, 8.80%, due September 30, 2037	11,684		—
(31)	Mortgage note and related accrued interest receivable, 8.50%, due November 30, 2037	9,631		—
(32)	Mortgage note and related accrued interest receivable, 7.50%, due October 27, 2038	658		—
(33)	Mortgage notes, 7.25%, due November 30, 2041	142,900		100,000
	Total mortgage notes and related accrued interest receivable	$	970,749	$	613,978

(1) The Company's first mortgage loan agreement with Miramesa Star LLC was secured by a theatre development project in Cypress, Texas. On December 22, 2017, per the terms of the mortgage note agreement, the borrower exercised its option to convert the mortgage note agreement to a 15-year triple-net lease agreement. As a result, the Company recorded the carrying value of the investment into rental property, which approximated the fair value of the property on the conversion date. There was no gain or loss recognized on this transaction.

(2) The Company's first mortgage loan agreement with UME Preparatory Academy that was secured by 28 acres of land and a public charter school property located in Dallas, Texas was prepaid on December 28, 2017. In connection with the full payoff of this note, the Company received a prepayment fee of $0.6 million, included in mortgage and other financing income, and wrote off $58 thousand of prepaid mortgage fees to costs associated with loan refinancing or payoff.

(3) The Company's first mortgage loan agreement with LBE Investments, Ltd. is secured by approximately 12 acres of land located in Queen Creek, Arizona. At December 31, 2017, the face amount of the mortgage note was $1.4 million. The note bears interest at a fixed rate of 9.00%. The note requires accrued interest and principal to be paid at maturity.

(4) The Company's first mortgage loan agreement with HighMark Land, LLC (HighMark) is secured by approximately 20 acres of land located in Lincoln, California. At December 31, 2017, the face amount of the mortgage note was $1.5 million. The note bears interest at a fixed rate of 7.00% and requires accrued interest and principal to be paid at maturity.

(5) The Company's first mortgage loan agreement with I-90 Bellevue Investments II, LLC, is secured by real estate in Bellevue, Washington. At December 31, 2017, the face amount of the mortgage note was $9.0 million. The note bears interest at a fixed rate of 7.50% and requires monthly interest payments.

(6) The Company’s mortgage loan agreements with SVVI, LLC (SVVI) are secured by one waterpark and adjacent land in Kansas City, Kansas as well as two other waterparks located in New Braunfels and South Padre Island, Texas. At December 31, 2017, the face amount of the mortgage notes were $173.6 million. The mortgage notes have cross-default and cross-collateral provisions. On March 1, 2017, the Company funded an additional amount under its loan to SVVI. SVVI used these proceeds to pay off their seasonal line of credit secured by the Texas parks. As a result of the payoff, the Company became the first mortgage holder on these two properties. The note accrues monthly interest payments and SVVI is required to fund a debt service reserve for off-season interest payments (those due from September to May). The reserve is to be funded by equal monthly installments during the months of June, July and August. Monthly interest payments are transferred to the Company from this debt service reserve. The mortgage loan agreements also contain certain participating interest and note pay-down provisions. During the years ended December 31, 2017, 2016 and 2015, the Company recognized $0.7 million, $0.8 million and $1.5 million of participating interest income, respectively. SVVI is a VIE, but it was determined that the Company was not the primary beneficiary of this VIE. The Company’s maximum exposure to loss associated with SVVI is limited to the Company’s outstanding mortgage note and related accrued interest receivable. At December 31, 2017, the weighted average interest rate was 7.33%.

(7) The Company's first mortgage loan agreement with Imagine Schools Non-Profit, Inc. and affiliates (Imagine) is secured by 8 charter school properties located in Indiana, Ohio, South Carolina, and Pennsylvania. At December 31, 2017, the face amount of the mortgage note was $57.9 million. The note bears interest at a fixed rate of 7.00%. The note requires monthly principal and interest payments of $608 thousand and additional principal pay downs if certain events occur including property sales. See Note 6 for further discussion.

(8) The Company's mortgage loan agreement with Och-Ziff Real Estate (OZRE) is secured by 14 ski properties located in New Hampshire, Washington, Utah, Tennessee, Maine, Colorado, Vermont, Massachusetts, California and British Columbia, Canada. The Company received a $3.0 million origination fee upon closing. At December 31, 2017, the face amount of the mortgage notes were $250.3 million. The note bears interest at a fixed rate of 8.50% and requires monthly interest payments. Interest income on the notes and the origination fee are being recognized using the effective interest method. The note has an effective interest rate of approximately 8.60%. During the year ended December 31, 2017, the Company received a partial prepayment of $0.7 million and a prepayment premium of $0.2 million that is included in mortgage and other financing income.

(9) The Company's first mortgage loan agreement with Genesis Health Clubs of Omaha, Sports West LLC, is secured by a health club facility located in Omaha, Nebraska. At December 31, 2017, the face amount of the mortgage note was $5.8 million. The note bears interest at 7.85% in years one to six and LIBOR plus 6.85% in years seven to ten. The note requires monthly interest payments.

(10) The Company's first mortgage loan agreement with Genesis Health Clubs Cass Street LLC is secured by a health club facility located in Omaha, Nebraska. At December 31, 2017, the face amount of the mortgage note was $10.8 million. The note bears interest at 7.85% in years one to six and LIBOR plus 6.85% in years seven to ten. The note requires monthly interest payments.

(11) The Company's first mortgage loan agreement with Montparnasse 56 USA is secured by the observation deck of the John Hancock building in Chicago, Illinois. At December 31, 2017, the face amount of the mortgage note was $32.0 million. This note requires monthly interest payments. On December 22, 2016, the Company entered into an amendment to the loan agreement with the borrower which eliminated the full prepayment option with penalty in 2017 per the original agreement and replaced it with partial prepayment options in 2017 and 2027 with penalty. This amendment also reduced the interest rate to 9.25% which began on July 1, 2017. The Company received a partial prepayment during the year ended December 31, 2017 of $4.0 million and a prepayment premium of $0.8 million. This premium is being recognized through the effective interest method over the remaining life of the note due to the related amendment to the loan agreement.

(12) The Company's first mortgage loan agreement with LBE Investments, Ltd. is secured by a charter school property located in Queen Creek, Arizona. At December 31, 2017, the face amount of the mortgage note was $5.1 million. The note bears interest at a fixed rate of 9.00%. The note is fully amortizing and requires monthly principal and interest payments of $52 thousand.

(13) The Company's first mortgage loan agreements with LBE Investments, Ltd. are secured by three charter school properties located in Gilbert and Queen Creek, Arizona. At December 31, 2017, the face amount of the mortgage notes were $32.1 million. The notes bear interest beginning at 9.50% with increases of 0.50% every five years. The notes are fully amortizing and require monthly payments of principal and interest. The notes have a weighted average effective interest rate of approximately 9.79%.

(14) The Company's first mortgage loan agreement with Topgolf USA Austin is secured by a golf entertainment complex located in Austin, Texas. At December 31, 2017, the face amount of the mortgage note was $12.2 million. The note bears interest at a fixed rate of 11.31%. The note is fully amortizing and requires monthly principal and interest payments of $141 thousand.

(15) The Company's first mortgage loan agreement with 169 Jenks is secured by a public charter school property located in St. Paul, Minnesota. At December 31, 2017, the face amount of the mortgage note was $8.6 million. The note bears interest beginning at 8.50% which increases annually based on a formula of the rate multiplied by 1.025%. Construction on this note was completed in three phases. At December 31, 2017, the phases bear interest at 9.15%, 8.71% and 8.50%. The note requires monthly interest payments. The note has a weighted average effective interest rate of approximately 10.33%.

(16) The Company's first mortgage loan agreement with Beloved Community Charter School, Inc. is secured by a charter school property located in Jersey City, New Jersey. At December 31, 2017, the face amount of the mortgage note was $12.2 million. The note bears interest beginning at 9.50% with increases of 0.50% every five years and requires monthly interest payments. The note has an effective interest rate of approximately 9.50%, which is net of a servicer fee to HighMark.

(17) The Company's first mortgage loan agreement with Peak Resorts, Inc. (Peak) is secured by one ski property located in Vermont. Mount Snow is approximately 588 acres and is located in both West Dover and Wilmington, Vermont. At December 31, 2017, the face amount of the mortgage note was $51.1 million. The note requires monthly interest payments and Peak is required to fund a debt service reserve for off-season interest payments (those due from April to December). The reserve is to be funded by equal monthly installments during the months of January, February and March. Monthly interest payments are transferred to the Company from this debt service reserve. Annually, this interest rate increases based on a formula dependent in part on increases in the CPI. At December 31, 2017, the interest rate was 11.26%.

(18) The Company's first mortgage loan agreements with Peak are secured by four ski properties located in Ohio and Pennsylvania with a total of approximately 510 acres. At December 31, 2017, the face amount of the mortgage notes were $37.6 million. The notes require monthly interest payments and Peak is required to fund a debt service reserve for off-season interest payments (those due from April to December). The reserve is to be funded by equal monthly installments during the months of January, February and March. Monthly interest payments are transferred to the Company from this debt service reserve. Annually, this interest rate increases based on a formula dependent in part on increases in the CPI. At December 31, 2017, the interest rate was 10.43%.

(19) The Company's first mortgage loan agreement with Peak is secured by a ski property located in Chesterland, Ohio with approximately 135 acres. At December 31, 2017, the face amount of the mortgage note was $4.6 million. The note requires monthly interest payments and Peak is required to fund a debt service reserve for off-season interest payments (those due from April to December). The reserve is to be funded by equal monthly installments during the months of January, February and March. Monthly interest payments are transferred to the Company from this debt service reserve. Annually, this interest rate increases based on a formula dependent in part on increases in the CPI. At December 31, 2017, the interest rate was 10.88%.

(20) The Company's first mortgage loan agreement with Peak is secured by a ski property located in Hunter, New York with approximately 240 acres. At December 31, 2017, the face amount of the mortgage note was $21.0 million. The note requires monthly interest payments and Peak is required to fund a debt service reserve for off-season interest payments (those due from April to December). The reserve is to be funded by equal monthly installments during the months of January, February and March. Monthly interest payments are transferred to the Company from this debt service reserve. Annually, this interest rate increases based on a formula dependent in part on increases in the CPI. At December 31, 2017, the interest rate was 8.14%.

(21) The Company's first mortgage loan agreement with Topgolf USA Midvale, LLC is secured by a golf entertainment complex located in Midvale, Utah. On November 1, 2016, this note was amended and restated to change the maturity date to May 31, 2036. At December 31, 2017, the face amount of the mortgage note was $17.5 million. The note bears interest at a fixed rate of 10.25% and requires monthly interest payments.

(22) The Company's first mortgage loan agreement with Friends of Millville Public Charter School is secured by a public charter school property located in Millville, New Jersey. At December 31, 2017, the face amount of the mortgage note was $6.2 million. The note bears interest beginning at 9.75% with annual increases by a factor of approximately 2% and requires monthly interest payments. At December 31, 2017, the interest rate was 9.95%. The note has an effective interest rate of approximately 10.40%, which is net of a servicer fee to HighMark.

(23) The Company's first mortgage loan agreement with Topgolf USA West Chester, LLC is secured by a golf entertainment complex located in West Chester, Ohio. At December 31, 2017, the face amount of the mortgage note was $18.1 million. The note bears interest at a fixed rate of 9.75% and requires monthly interest payments.

(24) The Company's first mortgage loan agreement with Friends of Vineland Public Charter School is secured by a public charter school property located in Vineland, New Jersey. At December 31, 2017, the face amount of the mortgage note was $9.8 million. The note bears interest beginning at 9.75% with annual increases by a factor of approximately 2% and requires monthly interest payments. Interest income will be recognized using the effective interest method upon completion of construction.

(25) The Company's first mortgage loan agreement with The SAE School, Inc. is secured by a private school property located in Mableton, Georgia. At December 31, 2017, the face amount of the mortgage note was $4.7 million. The note bears interest beginning at 8.50% with annual increases by a factor of approximately 2% and requires monthly interest payments. The note has an effective interest rate of approximately 9.80%.

(26) The Company's first mortgage loan agreement with International Charter School of Atlanta, Inc. is secured by a public charter school property located in Roswell, Georgia. At December 31, 2017, the face amount of the mortgage note was $4.1 million. The note bears interest beginning at 8.75% with annual increases by a factor of approximately 2% and requires monthly interest payments. Interest income will be recognized using the effective interest method upon completion of construction.

(27) The Company's first mortgage loan agreement with Genesis Innovation Academy, Inc. is secured by a public charter school property located in Atlanta, Georgia. At December 31, 2017, the face amount of the mortgage note was $4.2 million. The note bears interest beginning at 8.50% with annual increases by a factor of approximately 2% and requires monthly interest payments. Interest income will be recognized using the effective interest method upon completion of construction.

(28) The Company's first mortgage loan agreement with CG Educational Holding Corp., is secured by a public charter school property located in Bronx, New York. At December 31, 2017, the face amount of the mortgage note was $11.3 million. The note bears interest beginning at 8.75% with annual increases by a factor of approximately 2% and requires monthly interest payments. Interest income will be recognized using the effective interest method upon completion of construction.

(29) The Company's first mortgage loan agreement with Friends of Bridgeton Public Charter School, is secured by a public charter school property located in Bridgeton, New Jersey. At December 31, 2017, the face amount of the mortgage note was $2.6 million. The note bears interest beginning at 10.14% with annual increases by a factor of approximately 2% and requires monthly interest payments. The note has an effective interest rate of approximately 10.70%, which is net of a servicer fee to HighMark.

(30) The Company's first mortgage loan agreement with Colorado Military Academy Building Corporation is secured by a public charter school property located in Colorado Springs, Colorado. At December 31, 2017, the face amount of the mortgage note was $11.6 million. The note bears interest beginning at 8.80% with annual increases by a factor of approximately 2% and requires monthly interest payments. Interest income will be recognized using the effective interest method upon completion of construction.

(31) The Company's first mortgage loan agreement with SAIL: School for Arts-Infused Learning, Inc. is secured by a public charter school property located in Evans, Georgia. At December 31, 2017, the face amount of the mortgage note was $9.8 million. The note bears interest beginning at 8.50% with annual increases by a factor of approximately 2% and requires monthly interest payments. The note has an effective interest rate of approximately 9.70%.

(32) The Company's first mortgage loan agreement with Ladybird Fish Hawk LLC is secured by an early childhood education property located in Lithia, Florida. At December 31, 2017, the face amount of the mortgage note was $0.7 million. The note bears interest beginning at 7.50% during construction and increases to 8.25% at commencement with annual increases by a factor of approximately 2%. The note requires monthly interest payments upon completion of construction. Interest income will be recognized using the effective interest method upon completion of construction.

(33) The Company's first mortgage loan agreements with Endeavor Schools are secured by 28 education facilities including both early education and private school properties located in California, Florida, Georgia, Minnesota, Nevada, North Carolina, Ohio and Texas. At December 31, 2017, the face amount of the mortgage notes were $142.9 million. The notes bear interest beginning at 7.25% with increases every three years by a multiple of 1.0625 and require monthly interest payments. The notes contain prepayment provisions which allow the borrower to prepay with a premium based on a multiple of the remaining loan balance. In addition, the notes contain a loan to lease conversion option in which the borrower has the right to put the underlying real estate assets to the Company and become the tenant under a lease structure. Interest income on the notes is being recognized using the effective interest method without the fixed interest rate increases due to these prepayment and conversion options. Subsequent to December 31, 2017, the borrower exercised its put option to convert the mortgage note agreement to a lease agreement. As a result, in 2018, the Company recorded the rental property at fair value, which approximated the carrying value of its investment on the conversion date. There was no gain or loss recognized on this transaction. The properties are leased pursuant to a triple-net master-lease with a 25-year term.