v3.20.4

Non-controlling Interests | 12 Months Ended
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Dec. 31, 2020
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. On December 31, 2018, the Company redeemed 503,988 outstanding long term incentive plan units of the Company and exchanged them on a one-for-one basis for 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. As 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 December 31, 2019, the Convertible Non-controlling Interests consisted of the outstanding 545,716 OP LTIP Units and 177,925 OP Units, and represented an interest of approximately 1.6% in the Operating Partnership. As of December 31, 2020 and 2019, non-controlling interests related to all outstanding Convertible Non-controlling Interests was $11.7 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, 2020 and 2019, the joint venture partners' interests in subsidiaries of the Company were $24.5 million and $25.9 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 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. These interests consist of OP Units and OP LTIP Units. On January 1, 2013, 212,000 OP Units were purchased by the initial non-controlling interest member. On December 11, 2018, the Company issued 17,383 OP LTIP Units to certain officers of the Company. On December 31, 2018, the Company redeemed 503,988 LTIP Units and distributed 503,988 OP LTIP Units to non-controlling interest members pursuant to the Redemption Transaction. Income allocated to these non-controlling interests is based on the non-controlling interest owners' ownership percentage of the Operating Partnership during the quarter, calculated using a daily weighted average of all common shares and convertible units outstanding during the quarter. Holders of OP Units and OP LTIP Units are entitled to receive the same distributions that holders of common shares receive, and OP Units are convertible into common shares on a one-for-one basis, subject to specified limitations. Each OP LTIP Unit is convertible into an OP Unit on a one-for-one basis. OP Units and OP LTIP Units are non-voting with respect to matters as to which common shareholders are entitled to vote. As December 31, 2018, the Convertible Non-controlling Interests consisted of the outstanding 521,371 OP LTIP Units and 212,000 OP Units, and represented an interest of approximately 2.4% in the Operating Partnership. As of December 31, 2018 non-controlling interests related to the outstanding 521,371 OP LTIP Units and the outstanding 212,000 OP Units was $13.9 million. Joint Venture Interests Non-controlling interests also include the interests of joint venture partners in various consolidated subsidiaries of the Company. The subsidiaries hold the Company's investments in certain commercial mortgage loans and REO. These 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. These 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, 2018 these joint venture partners' interests in subsidiaries of the Company were $17.3 million. These joint venture partners' interests are not convertible into common shares of the Company or OP Units, nor are these joint venture partners entitled to receive distributions that holders of common shares 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, 2020 and 2019 was $0.7 million and $0.5 million, respectively. On March 4, 2020, the Company's Board of Directors authorized the issuance of 14,811 OP LTIP Units to certain of Ellington's personnel dedicated to the Company pursuant to the Company's 2017 Equity Incentive Plan. On September 10, 2020, the Company's Board of Directors authorized the issuance of 22,840 OP LTIP Units to certain of its directors pursuant to the Company's 2017 Equity Incentive Plan. On December 17, 2020, the Company's Board of Directors authorized the issuance of 32,809 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, 2020:
Grant Recipient |  | Number of OP LTIP Units Granted |  | Grant Date |  | Vesting Date(1)
Directors: |  |  |  |  |  |
|  | 22,840 |  |  | September 10, 2020 |  | September 9, 2021
Dedicated or partially dedicated personnel: |  |  |  |  |  |
|  | 10,067 |  |  | December 13, 2019 |  | December 13, 2021
|  | 18,211 |  |  | December 17, 2020 |  | December 17, 2021
|  | 9,834 |  |  | March 4, 2020 |  | December 31, 2021
|  | 14,598 |  |  | December 17, 2020 |  | December 17, 2022
Total unvested OP LTIP Units at December 31, 2020 |  | 75,550 |  |  |  |  |
(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, 2020 and 2019:
|  | Year Ended
|  | December 31, 2020 |  | December 31, 2019
|  | Manager |  | Director/ Employee |  | Total |  | Manager |  | Director/ Employee |  | Total
OP LTIP Units Outstanding (December 31, 2019 and January 1, 2019, respectively) |  | 365,518 |  |  | 180,198 |  |  | 545,716 |  |  | 375,000 |  |  | 146,371 |  |  | 521,371 |
Granted |  | — |  |  | 70,460 |  |  | 70,460 |  |  | — |  |  | 37,437 |  |  | 37,437 |
Exercised |  | — |  |  | (3,638) |  |  | (3,638) |  |  | (9,482) |  |  | (3,610) |  |  | (13,092) |
OP LTIP Units Outstanding (December 31, 2020 and 2019, respectively) |  | 365,518 |  |  | 247,020 |  |  | 612,538 |  |  | 365,518 |  |  | 180,198 |  |  | 545,716 |
OP LTIP Units Unvested and Outstanding (December 31, 2020 and 2019, respectively) |  | — |  |  | 75,550 |  |  | 75,550 |  |  | — |  |  | 46,128 |  |  | 46,128 |
OP LTIP Units Vested and Outstanding (December 31, 2020 and 2019, respectively) |  | 365,518 |  |  | 171,470 |  |  | 536,988 |  |  | 365,518 |  |  | 134,070 |  |  | 499,588 |
There were an aggregate of 1,761,212 and 1,832,309 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, 2020 and 2019, respectively. Long-Term Incentive Plan Units LTIP Units and OP LTIP Units held pursuant to the Company's incentive plans are generally exercisable by the holder at any time after vesting. Each LTIP Unit is convertible into one common share. 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 common shares of the Company or for the cash value of such common shares, at the Company's election. Costs associated with the LTIP Units and 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 LTIP Units and OP LTIP Units issued under the Company's incentive plans for the year ended December 31, 2018 was $0.4 million. On March 7, 2018, the Company's Board of Directors authorized the issuance of 1,723 LTIP Units to certain of its partially dedicated employees pursuant to the Company's 2017 Equity Incentive Plan. These LTIP Units will vest and become non-forfeitable on March 7, 2019. On September 12, 2018, the Company's Board of Directors authorized the issuance of 14,440 LTIP Units to certain of its directors pursuant to the Company's 2017 Equity Incentive Plan. These LTIP Units will vest and become non-forfeitable on September 11, 2019. On December 11, 2018, the Company's Board of Directors authorized the issuance of 17,383 OP LTIP Units to certain of its partially dedicated employees pursuant to the Company's 2017 Equity Incentive Plan. These OP LTIP Units will vest and become non-forfeitable on December 11, 2019 with respect to 8,692 OP LTIP Units and December 11, 2020 with respect to 8,691 OP LTIP Units. On December 31, 2018, the Company redeemed all 503,988 outstanding LTIP Units which it had originally issued under its incentive plans, with each LTIP unitholder receiving in exchange an equal number of OP LTIP Units (the "Redemption Transaction"). The below table details unvested OP LTIP Units as of December 31, 2018:
Grant Recipient |  | Number of OP LTIP Units |  | Grant Date |  | Vesting Date(1)
Directors: |  |  |  |  |  |
|  | 14,440 |  |  | September 12, 2018 |  | September 11, 2019
Partially dedicated employees: |  |  |  |  |  |
|  | 8,692 |  |  | December 11, 2018 |  | December 11, 2019
|  | 8,691 |  |  | December 11, 2018 |  | December 11, 2020
|  | 1,723 |  |  | March 7, 2018 |  | March 7, 2019
|  | 5,886 |  |  | December 12, 2017 |  | December 12, 2019
Total unvested OP LTIP Units at December 31, 2018 |  | 39,432 |  |  |  |  |
(1)Date at which such OP LTIP Units will vest and become non-forfeitable. The following table summarizes issuance and exercise activity of LTIP Units and OP LTIP Units for the year ended December 31, 2018:
| Year Ended December 31, 2018
| Manager |  | Director/ Employee |  | Total
LTIP Units and OP LTIP Units Outstanding (December 31, 2017) | 375,000 |  |  | 116,159 |  |  | 491,159 |
Granted | — |  |  | 33,546 |  |  | 33,546 |
Exercised | — |  |  | (3,334) |  |  | (3,334) |
LTIP Units and OP LTIP Units Outstanding (December 31, 2018) | 375,000 |  |  | 146,371 |  |  | 521,371 |
LTIP Units and OP LTIP Units Vested and Outstanding (December 31, 2018) | 375,000 |  |  | 106,939 |  |  | 481,939 |
As of December 31, 2018, there were an aggregate of 1,874,223 common shares underlying awards, including OP LTIP Units, available for future issuance under the Company's 2017 Equity Incentive Plan.

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- Definition The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -URI http://asc.fasb.org/topic&trid=2197479 + Details
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