XML 128 R25.htm IDEA: XBRL DOCUMENT v3.22.4
Non-controlling Interests
12 Months Ended
Dec. 31, 2022
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.
As of December 31, 2022, the Convertible Non-controlling Interests consisted of the outstanding 769,573 OP LTIP Units and 46,360 OP Units, and represented an interest of approximately 1.0% in the Operating Partnership. 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, 2022 and 2021, non-controlling interests related to all outstanding Convertible Non-controlling Interests was $12.4 million and $13.4 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, 2022 and 2021, the joint venture partners' interests in subsidiaries of the Company were $10.0 million and $18.7 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.
Non-Controlling Interests in Longbridge
As of December 31, 2022, the Company owned 99.5% of Longbridge; the remaining 0.5% relates to units held by various executives at Longbridge (the "Longbridge Executive Unit Holders") and stock options issued to various Longbridge employees (collectively, the "Longbridge Minority Holders"). Units held by the Longbridge Executive Unit Holders and exercised stock options participate in the income, expense, gains and losses of Longbridge but do not participate in the income, expense, gains and losses of the Operating Partnership. The Longbridge Minority Holders' interests are not convertible into shares of common stock of the Company or OP Units, nor are the Longbridge Minority Holders' entitled to receive distributions that holders of shares of common stock of the Company receive. As of December 31, 2022, the Longbridge Minority Holders' interests in Longbridge were $2.4 million.
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, 2022, 2021, and 2020 was $1.4 million, $1.0 million, and $0.7 million, respectively.
On March 7, 2022, the Company's Board of Directors authorized the issuance of 40,254 OP LTIP Units to certain of Ellington's personnel dedicated to the Company pursuant to the Company's 2017 Equity Incentive Plan.
On September 13, 2022, the Company's Board of Directors authorized the issuance of 24,796 OP LTIP Units to certain of its directors pursuant to the Company's 2017 Equity Incentive Plan. These OP LTIP Units will vest and become non-forfeitable on September 12, 2023.
On December 15, 2022, the Company's Board of Directors authorized the issuance of 32,776 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, 2022:
Grant RecipientNumber of OP LTIP Units GrantedGrant Date
Vesting Date(1)
Directors:
24,796 September 13, 2022September 12, 2023
Dedicated or partially dedicated personnel:
15,789 December 16, 2021December 16, 2023
40,254 March 7, 2022December 31, 2023
18,068 December 15, 2022December 15, 2023
14,708 December 15, 2022December 15, 2024
Total unvested OP LTIP Units at December 31, 2022113,615 
(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, 2022, 2021, and 2020:
Year Ended December 31,
202220212020
ManagerDirector/
Employee
TotalManagerDirector/
Employee
TotalManagerDirector/
Employee
Total
OP LTIP Units Outstanding
(12/31/2021, 2020, and 2019, respectively)
365,518 310,295 675,813 365,518 247,020 612,538 365,518 180,198 545,716 
Granted— 97,826 97,826 — 68,985 68,985 — 70,460 70,460 
Exercised— (4,066)(4,066)— (5,710)(5,710)— (3,638)(3,638)
OP LTIP Units Outstanding (12/31/2022, 2021, and 2020, respectively)365,518 404,055 769,573 365,518 310,295 675,813 365,518 247,020 612,538 
OP LTIP Units Unvested and Outstanding (12/31/2022, 2021, and 2020, respectively)— 113,615 113,615 — 79,886 79,886 — 75,550 75,550 
OP LTIP Units Vested and Outstanding (12/31/2022, 2021, and 2020, respectively)365,518 290,440 655,958 365,518 230,409 595,927 365,518 171,470 536,988 
There were an aggregate of 1,509,481 and 1,626,401 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, 2022 and 2021, respectively.