XML 111 R100.htm IDEA: XBRL DOCUMENT v3.19.2
Related Party Transactions (Details)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2019
USD ($)
Jun. 30, 2018
USD ($)
Jun. 30, 2019
USD ($)
period
Jun. 30, 2018
USD ($)
period
Dec. 31, 2018
USD ($)
Related Party Transaction [Line Items]          
Incentive Fee Expense   $ 291   $ 291  
Annual base management fee percentage     1.50% 1.50%  
Base management fee to affiliate $ 1,661 [1] 2,021 [2] $ 3,383 [1] $ 4,000 [2]  
Base management fee, gross 2,200   4,400    
Management Fee Expense, Rebates [1] 500   $ 1,000    
Incentive fee rate     25.00% 25.00%  
Incentive Fee, Loss Carryforward 0   $ 0   $ 2,100
Incentive fee hurdle rate fixed     9.00% 9.00%  
Incentive fee hurdle rate floating     3.00% 3.00%  
Minimum percentage of incentive fee to be paid in share     10.00% 10.00%  
Termination Fee, Number Of Periods | period     2 2  
Termination Fee, Period     12 months 12 months  
Expense Reimbursement Period     60 days 60 days  
Expense Reimbursement - Manager     $ 6,000 $ 3,800  
Accounts payable and accrued expenses 6,281 [3]   6,281 [3]   5,723
Fair Value         2,939,311
Real estate owned [3] 47,621   47,621    
Investment in unconsolidated entities, at fair value [3] 69,676   69,676    
Securities, at fair value 1,668,677   1,668,677    
Non-controlling interests 30,644 [3]   30,644 [3]   31,337
Reverse repurchase agreements 1,715,506   1,715,506   1,498,849
Management fee rebate   $ 300   $ 527  
Other assets 3,495 [3]   3,495 [3]   15,536
Face amount of investments purchased from related party         $ 2,900
Management Fee, description         The Operating Partnership pays the Manager 1.50% per annum of total equity of the Operating Partnership calculated in accordance with U.S. GAAP as of the end of each fiscal quarter (before deductions for base management fees and incentive fees payable with respect to such fiscal quarter), provided that total equity is adjusted to exclude one-time events pursuant to changes in U.S. GAAP, as well as non-cash charges after discussion between the Manager and the Company's independent directors, and approval by a majority of the Company's independent directors in the case of non-cash charges.
Incentive fee, description         The Manager is entitled to receive a quarterly incentive fee equal to the positive excess, if any, of (i) the product of (A) 25% and (B) the excess of (1) Adjusted Net Income (described below) for the Incentive Calculation Period (which means such fiscal quarter and the immediately preceding three fiscal quarters) over (2) the sum of the Hurdle Amounts (described below) for the Incentive Calculation Period, over (ii) the sum of the incentive fees already paid or payable for each fiscal quarter in the Incentive Calculation Period preceding such fiscal quarter. For purposes of calculating the incentive fee, "Adjusted Net Income" for the Incentive Calculation Period means the net increase in equity from operations of the Operating Partnership, after all base management fees but before any incentive fees for such period, and excluding any non-cash equity compensation expenses for such period, as reduced by any Loss Carryforward (as described below) as of the end of the fiscal quarter preceding the Incentive Calculation Period. For purposes of calculating the incentive fee, the "Loss Carryforward" as of the end of any fiscal quarter is calculated by determining the excess, if any, of (1) the Loss Carryforward as of the end of the immediately preceding fiscal quarter over (2) the Company's net increase in equity from operations (expressed as a positive number) or net decrease in equity from operations (expressed as a negative number) of the Operating Partnership for such fiscal quarter. As of December 31, 2018, there was a Loss Carryforward of $2.1 million. For purposes of calculating the incentive fee, the "Hurdle Amount" means, with respect to any fiscal quarter, the product of (i) one-fourth of the greater of (A) 9% and (B) 3% plus the 10-year U.S. Treasury rate for such fiscal quarter, (ii) the sum of (A) the weighted average gross proceeds per share of all common share and OP Unit issuances since inception of the Company and up to the end of such fiscal quarter, with each issuance weighted by both the number of shares and OP Units issued in such issuance and the number of days that such issued shares and OP Units were outstanding during such fiscal quarter, using a first-in first-out basis of accounting (i.e. attributing any share and OP Unit repurchases to the earliest issuances first) and (B) the result obtained by dividing (I) retained earnings attributable to common shares and OP Units at the beginning of such fiscal quarter by (II) the average number of common shares and OP Units outstanding for each day during such fiscal quarter, (iii) the sum of (x) the average number of common shares and LTIP Units outstanding for each day during such fiscal quarter, and (y) the average number of OP Units and OP LTIP Units outstanding for each day during such fiscal quarter. For purposes of determining the Hurdle Amount, issuances of common shares, OP LTIP Units, and OP Units (a) as equity incentive awards, (b) to the Manager as part of its base management fee or incentive fee and (c) to the Manager or any of its affiliates in privately negotiated transactions, are excluded from the calculation. The payment of the incentive fee will be in a combination of common shares and cash, provided that at least 10% of any quarterly payment will be made in common shares.
Termination fee, description         The Management Agreement requires the Company to pay a termination fee to the Manager in the event of (1) the Company's termination or non-renewal of the Management Agreement without cause or (2) the Company's termination of the Management Agreement based on unsatisfactory performance by the Manager that is materially detrimental to the Company or (3) the Manager's termination of the Management Agreement upon a default by the Company in the performance of any material term of the Management Agreement. Such termination fee will be equal to the amount of three times the sum of (i) the average annual Quarterly Base Management Fee Amounts paid or payable with respect to the two 12-month periods ending on the last day of the latest fiscal quarter completed on or prior to the date of the notice of termination or non-renewal and (ii) the average annual Quarterly Incentive Fee Amounts paid or payable with respect to the two 12-month periods ending on the last day of the latest fiscal quarter completed on or prior to the date of the notice of termination or non-renewal.
Unpaid Principal Balance 1,100,062   1,100,062    
Commercial mortgage loans and REO          
Related Party Transaction [Line Items]          
Fair Value 8,900   8,900   $ 25,300
Real estate owned 17,000   17,000    
Reverse repurchase agreements 182,700   182,700   77,000
Corporate equity securities          
Related Party Transaction [Line Items]          
Fair Value         43,793
Secured notes          
Related Party Transaction [Line Items]          
Fair Value         10,917
Corporate debt securities          
Related Party Transaction [Line Items]          
Fair Value         22,392
Affiliated Entity [Member]          
Related Party Transaction [Line Items]          
Accounts payable and accrued expenses [3] 2,000   2,000    
Mortgage Originator          
Related Party Transaction [Line Items]          
Warehouse facility, monetary amount $ 5,000   $ 5,000   $ 5,000
Interest rate 15.00%   15.00%   15.00%
Advances made under warehouse facility $ 0   $ 0   $ 0
Related Party-Consumer Loans Titled in Name of Related Party          
Related Party Transaction [Line Items]          
Fair value of loans held in related party trust 24,300   24,300   21,900
Purchasing Entity          
Related Party Transaction [Line Items]          
Fair value of loans held in related party trust 160,500   160,500   181,500
Consumer loans purchased through affiliate     51,500   166,300
Estimated remaining contingent purchase obligations 133,300   133,300   263,500
Related party trust - Residential Mortgage Loans and REO          
Related Party Transaction [Line Items]          
Fair value of loans held in related party trust 162,000   162,000   498,100
Non-controlling interest of joint venture partner | Unrelated third party joint venture interest | Commercial mortgage loans and REO          
Related Party Transaction [Line Items]          
Non-controlling interests 1,500   1,500   1,400
Non-controlling interest of joint venture partner | Related party joint venture interest | Commercial mortgage loans and REO          
Related Party Transaction [Line Items]          
Non-controlling interests 4,200   4,200   4,100
Mortgage-related Commercial | Corporate equity securities          
Related Party Transaction [Line Items]          
Fair Value 18,000   18,000   $ 1,100
Ownership percentage of limited liability company held as investment         15.00%
Jepson Holdings Limited          
Related Party Transaction [Line Items]          
Investment in unconsolidated entities, at fair value 1,800   1,800    
Corporate loan [Member]          
Related Party Transaction [Line Items]          
Unpaid Principal Balance 5,000   $ 5,000    
Corporate loan [Member] | Mortgage Originator          
Related Party Transaction [Line Items]          
Rate     15.00%    
Unpaid Principal Balance 5,000   $ 5,000    
Long          
Related Party Transaction [Line Items]          
Securities, at fair value 1,668,677   1,668,677    
Long | Non-Agency RMBS          
Related Party Transaction [Line Items]          
Securities, at fair value 181,331   181,331    
Long | Non-Agency RMBS | Investment purchased from related party          
Related Party Transaction [Line Items]          
Securities, at fair value 4,900   4,900    
Loan receivable from affiliated entity related to warehouse facility          
Related Party Transaction [Line Items]          
Other assets 10,900   10,900   $ 11,600
Participation in multi-borrower financing facility          
Related Party Transaction [Line Items]          
Outstanding debt of related party $ 333,600   $ 333,600   149,000
Investment purchased from related party | Corporate debt securities          
Related Party Transaction [Line Items]          
Fair Value         $ 1,600
[1] See Note 13 for further details on management fee rebates.
[2] See Note 9 for further details on management fee rebates.
[3] Ellington Financial Inc.'s Condensed Consolidated Balance Sheet includes assets and liabilities of variable interest entities it has consolidated. See Note 9 for additional details on Ellington Financial Inc.'s consolidated variable interest entities.