XML 131 R23.htm IDEA: XBRL DOCUMENT v3.22.0.1
Non-controlling Interests
 12 Months Ended
Dec. 31, 2021
Noncontrolling Interest [Abstract]  
Non-controlling Interests Non-controlling Interests
Operating Partnership
Non-controlling interests include the Convertible Non-controlling Interests in the Operating Partnership owned by an affiliate of our Manager, our directors, and certain current and former Ellington employees and their related parties in the form of OP LTIP Units. Income allocated to Convertible Non-controlling Interests is based on the non-controlling interest owners' ownership percentage of the Operating Partnership during the period, calculated using a daily weighted average of all shares of common stock of the Company and Convertible Non-controlling Interests outstanding during the period. Holders of Convertible Non-controlling Interests are entitled to receive the same distributions that holders of shares of common stock of the Company receive. Convertible Non-controlling Interests are non-voting with respect to matters as to which holders of common stock of the Company are entitled to vote.
On March 2, 2020, certain related parties of current Ellington employees converted 129,516 OP Units into shares of common stock.
On November 12, 2021, certain related parties of current Ellington employees converted 1,025 OP Units into shares of common stock.
On November 16, 2021, certain related parties of current Ellington employees converted 1,024 OP Units into shares of common stock.
As of December 31, 2021, the Convertible Non-controlling Interests consisted of the outstanding 675,813 OP LTIP Units and 46,360 OP Units, and represented an interest of approximately 1.0% in the Operating Partnership. As of December 31, 2020, the Convertible Non-controlling Interests consisted of the outstanding 612,538 OP LTIP Units and 48,409 OP Units, and represented an interest of approximately 1.3% in the Operating Partnership. As of December 31, 2021 and 2020, non-controlling interests related to all outstanding Convertible Non-controlling Interests was $13.4 million and $11.7 million, respectively.
Joint Venture Interests
Non-controlling interests also include the interests of joint venture partners in various consolidated subsidiaries of the Company. These subsidiaries hold the Company's investments in certain commercial mortgage loans and REO. The joint venture partners participate in the income, expense, gains and losses of such subsidiaries as set forth in the related operating agreements of the subsidiaries. The joint venture partners make capital contributions to the subsidiaries as new approved investments are purchased by the subsidiaries, and are generally entitled to distributions when investments are sold or otherwise disposed of. As of December 31, 2021 and 2020, the joint venture partners' interests in subsidiaries of the Company were $18.7 million and $24.5 million, respectively.
The joint venture partners' interests are not convertible into shares of common stock of the Company or OP Units, nor are the joint venture partners entitled to receive distributions that holders of shares of common stock of the Company receive.
Share-based Payment Arrangement Long-Term Incentive Plan Units
OP LTIP Units subject to the Company's incentive plans are generally exercisable by the holder at any time after vesting. Each OP LTIP Unit is convertible into an OP Unit on a one-for-one basis. Subject to certain conditions, the OP Units are redeemable by the holder for an equivalent number of shares of common stock of the Company or for the cash value of such shares of common stock, at the Company's election. Costs associated with the OP LTIP Units issued under the Company's incentive plans are measured as of the grant date and expensed ratably over the vesting period. Total expense associated with OP LTIP Units issued under the Company's incentive plans for the years ended December 31, 2021, 2020, and 2019 was $1.0 million, $0.7 million, and $0.5 million, respectively.
On March 3, 2021, the Company's Board of Directors authorized the issuance of 17,231 OP LTIP Units to certain of Ellington's personnel dedicated to the Company pursuant to the Company's 2017 Equity Incentive Plan.
On September 14, 2021, the Company's Board of Directors authorized the issuance of 16,264 OP LTIP Units to certain of its directors pursuant to the Company's 2017 Equity Incentive Plan.
On December 16, 2021, the Company's Board of Directors authorized the issuance of 35,490 OP LTIP Units to certain of Ellington's personnel dedicated to the Company pursuant to the Company's 2017 Equity Incentive Plan.
The below table details unvested OP LTIP Units as of December 31, 2021:
Grant RecipientNumber of OP LTIP Units GrantedGrant Date
Vesting Date(1)
Directors:
16,264 September 14, 2021September 13, 2022
Dedicated or partially dedicated personnel:
14,598 December 17, 2020December 17, 2022
13,534 March 3, 2021December 31, 2022
19,701 December 16, 2021December 16, 2022
15,789 December 16, 2021December 16, 2023
Total unvested OP LTIP Units at December 31, 202179,886 
(1)Date at which such OP LTIP Units will vest and become non-forfeitable.
The following tables summarize issuance and exercise activity of OP LTIP Units for the years ended December 31, 2021, 2020, and 2019:
Year Ended December 31,
202120202019
ManagerDirector/
Employee		TotalManagerDirector/
Employee		TotalManagerDirector/
Employee		Total
OP LTIP Units Outstanding
(12/31/2020, 12/31/2019, and 1/1/2019, respectively)
365,518 247,020 612,538 365,518 180,198 545,716 375,000 146,371 521,371 
Granted— 68,985 68,985 — 70,460 70,460 — 37,437 37,437 
Exercised— (5,710)(5,710)— (3,638)(3,638)(9,482)(3,610)(13,092)
OP LTIP Units Outstanding (12/31/2021, 12/31/2020, and 12/31/2019, respectively)365,518 310,295 675,813 365,518 247,020 612,538 365,518 180,198 545,716 
OP LTIP Units Unvested and Outstanding (12/31/2021, 12/31/2020, and 12/31/2019, respectively)— 79,886 79,886 — 75,550 75,550 — 46,128 46,128 
OP LTIP Units Vested and Outstanding (12/31/2021, 12/31/2020, and 12/31/2019, respectively)365,518 230,409 595,927 365,518 171,470 536,988 365,518 134,070 499,588 
There were an aggregate of 1,654,854 and 1,761,212 shares of common stock of the Company underlying awards, including OP LTIP Units, available for future issuance under the Company's 2017 Equity Incentive Plan as of December 31, 2021 and 2020, respectively.