0001558370-22-008171.txt : 20220510 0001558370-22-008171.hdr.sgml : 20220510 20220510171357 ACCESSION NUMBER: 0001558370-22-008171 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 66 CONFORMED PERIOD OF REPORT: 20220331 FILED AS OF DATE: 20220510 DATE AS OF CHANGE: 20220510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDUS REALTY TRUST, INC. CENTRAL INDEX KEY: 0001037390 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 060868486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 22910987 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122187910 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: GRIFFIN INDUSTRIAL REALTY, INC. DATE OF NAME CHANGE: 20150515 FORMER COMPANY: FORMER CONFORMED NAME: GRIFFIN LAND & NURSERIES INC DATE OF NAME CHANGE: 19970408 10-Q 1 indt-20220331x10q.htm 10-Q
http://fasb.org/us-gaap/2021-01-31#OtherAssetshttp://fasb.org/us-gaap/2021-01-31#OtherAssets101861430001037390--12-312022Q1false101837300001037390us-gaap:OverAllotmentOptionMember2021-03-152021-03-150001037390indt:PublicOfferingMember2021-03-052021-03-050001037390us-gaap:RetainedEarningsMember2022-03-310001037390us-gaap:AdditionalPaidInCapitalMember2022-03-310001037390us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-310001037390us-gaap:RetainedEarningsMember2021-12-310001037390us-gaap:AdditionalPaidInCapitalMember2021-12-310001037390us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001037390us-gaap:RetainedEarningsMember2021-03-310001037390us-gaap:AdditionalPaidInCapitalMember2021-03-310001037390us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310001037390us-gaap:RetainedEarningsMember2020-12-310001037390us-gaap:AdditionalPaidInCapitalMember2020-12-310001037390us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001037390us-gaap:CommonStockMember2022-01-012022-03-310001037390us-gaap:CommonStockMember2022-03-310001037390us-gaap:CommonStockMember2021-12-310001037390us-gaap:CommonStockMember2021-03-310001037390us-gaap:CommonStockMember2020-12-310001037390indt:PublicOfferingMember2021-03-050001037390indt:VestedOptionsMember2022-01-012022-03-310001037390indt:StockOptionPlan2009Member2022-01-012022-03-310001037390indt:StockOptionPlan2009Memberindt:RangeOfExercisePricesFromDollars32.00To47.00Member2022-01-012022-03-310001037390indt:StockOptionPlan2009Memberindt:RangeOfExercisePricesFromDollars28.00To32.00Member2022-01-012022-03-310001037390indt:StockOptionPlan2009Memberindt:RangeOfExercisePricesFromDollars23.00To28.00Member2022-01-012022-03-310001037390indt:StockOptionPlan2009Memberindt:RangeOfExercisePricesFromDollars32.00To47.00Member2022-03-310001037390indt:StockOptionPlan2009Memberindt:RangeOfExercisePricesFromDollars28.00To32.00Member2022-03-310001037390indt:StockOptionPlan2009Memberindt:RangeOfExercisePricesFromDollars23.00To28.00Member2022-03-310001037390indt:VestedOptionsMember2022-03-310001037390indt:StockOptionPlan2009Member2022-03-310001037390indt:IncentiveAwardPlan2020Member2022-01-012022-03-310001037390indt:IncentiveAwardPlan2020Member2021-01-012021-03-310001037390us-gaap:PerformanceSharesMember2022-03-310001037390indt:TimeBasedRestrictedStockUnitsMember2022-03-310001037390us-gaap:PerformanceSharesMember2021-12-310001037390indt:TimeBasedRestrictedStockUnitsMember2021-12-310001037390us-gaap:PerformanceSharesMember2021-03-310001037390indt:TimeBasedRestrictedStockUnitsMember2021-03-310001037390us-gaap:PerformanceSharesMember2021-01-012021-03-310001037390indt:TimeBasedRestrictedStockUnitsMember2021-01-012021-03-310001037390us-gaap:PerformanceSharesMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2022-01-012022-03-310001037390indt:TimeBasedRestrictedStockUnitsMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMember2022-01-012022-03-310001037390indt:TimeBasedRestrictedStockUnitsMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2022-01-012022-03-310001037390us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-03-310001037390srt:MinimumMemberus-gaap:LandImprovementsMember2022-01-012022-03-310001037390srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2022-01-012022-03-310001037390srt:MaximumMemberus-gaap:LandImprovementsMember2022-01-012022-03-310001037390srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2022-01-012022-03-3100010373902021-03-052021-03-150001037390indt:SevenEightTwoParagonWayMember2022-01-192022-01-190001037390us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-03-310001037390us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310001037390indt:UnderConstructionIndustrialLogisticPortfolioNashvilleTennesseeMemberindt:ForwardPurchaseAgreementMember2022-03-310001037390us-gaap:RevolvingCreditFacilityMemberindt:SecuredRevolvingCreditFacilityMember2022-04-210001037390indt:ExistingCreditFacilityMember2022-04-210001037390us-gaap:RevolvingCreditFacilityMember2021-03-170001037390indt:AcquisitionCreditLineFacilityMember2021-03-170001037390indt:SecuredRevolvingCreditFacilityMember2022-03-310001037390us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-03-310001037390us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001037390us-gaap:InterestRateSwapMember2022-01-012022-03-310001037390us-gaap:InterestRateSwapMember2021-01-012021-03-310001037390us-gaap:DividendDeclaredMember2021-03-080001037390us-gaap:RetainedEarningsMember2022-01-012022-03-310001037390indt:OfficeFlexPortfolioDivisionDisposalMember2022-01-012022-03-310001037390indt:MortgageDueOnSeptember12025TwoMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnSeptember12025OneMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnSeptember12023Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnNovember172026Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnMay12026Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnMarch12027Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnJuly12030Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnJanuary12030Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnJanuary12025TwoMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnJanuary12025OneMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnFebruary12028Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnAugust12027Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-03-310001037390indt:MortgageDueOnSeptember12025TwoMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnSeptember12025OneMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnSeptember12023Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnNovember172026Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnMay12026Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnMarch12027Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnJuly12030Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnJanuary12030Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnJanuary12025TwoMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnJanuary12025OneMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnFebruary12028Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnAugust12027Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001037390indt:MortgageDueOnSeptember12025TwoMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:MortgageDueOnSeptember12025OneMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:MortgageDueOnSeptember12023Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:MortgageDueOnNovember172026Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:MortgageDueOnMay12026Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:MortgageDueOnMarch12027Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:MortgageDueOnJuly12030Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:MortgageDueOnJanuary12030Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:MortgageDueOnJanuary12025TwoMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:MortgageDueOnJanuary12025OneMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:MortgageDueOnFebruary12028Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:MortgageDueOnAugust12027Memberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001037390indt:DelayedDrawTermLoanFacilityMember2022-04-212022-04-210001037390us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-04-210001037390indt:TermBorrowingsMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-04-210001037390indt:TermBorrowingsMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-04-210001037390us-gaap:EstimateOfFairValueFairValueDisclosureMember2022-03-310001037390us-gaap:CarryingReportedAmountFairValueDisclosureMember2022-03-310001037390us-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001037390us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310001037390us-gaap:MortgagesMember2022-03-310001037390us-gaap:ConstructionLoansMember2022-03-310001037390indt:NonrecourseVariableRateMortgageDueOnNovember172026Member2022-03-310001037390indt:NonrecourseVariableRateMortgageDueOnAugust12027Member2022-03-310001037390indt:NonrecourseVariableRateMortgageDueOn2January2025Member2022-03-310001037390indt:NonrecourseVariableRateMortgageDueOn1May2026Member2022-03-310001037390indt:NonrecourseVariableRateMortgageDueOn1February2028Member2022-03-310001037390indt:NonrecourseMortgage451PercentDue1April2034Member2022-03-310001037390indt:NonrecourseMortgage433PercentDueOn1August2030MortgageLoanMember2022-03-310001037390indt:NonrecourseMortgage397PercentDueOn1September2027GcdMortgageLoanMember2022-03-310001037390indt:NonrecourseMortgage360PercentDueOn2January2030Member2022-03-310001037390indt:NonrecourseMortgage348PercentDueOn1February2030Member2022-03-310001037390indt:NonrecourseMortgage3.50PercentDueOn1July2030MortgageLoanMember2022-03-310001037390us-gaap:MortgagesMember2021-12-310001037390us-gaap:ConstructionLoansMember2021-12-310001037390indt:NonrecourseVariableRateMortgageDueOnNovember172026Member2021-12-310001037390indt:NonrecourseVariableRateMortgageDueOnAugust12027Member2021-12-310001037390indt:NonrecourseVariableRateMortgageDueOn2January2025Member2021-12-310001037390indt:NonrecourseVariableRateMortgageDueOn1May2026Member2021-12-310001037390indt:NonrecourseVariableRateMortgageDueOn1February2028Member2021-12-310001037390indt:NonrecourseMortgage451PercentDue1April2034Member2021-12-310001037390indt:NonrecourseMortgage433PercentDueOn1August2030MortgageLoanMember2021-12-310001037390indt:NonrecourseMortgage397PercentDueOn1September2027GcdMortgageLoanMember2021-12-310001037390indt:NonrecourseMortgage360PercentDueOn2January2030Member2021-12-310001037390indt:NonrecourseMortgage348PercentDueOn1February2030Member2021-12-310001037390indt:NonrecourseMortgage3.50PercentDueOn1July2030MortgageLoanMember2021-12-310001037390indt:SecuredRevolvingCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-04-212022-04-210001037390srt:MaximumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-01-012022-03-310001037390us-gaap:RevolvingCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-03-172021-03-170001037390indt:AcquisitionCreditLineFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-03-172021-03-170001037390srt:MaximumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-01-012021-12-3100010373902022-04-152022-04-1500010373902021-03-3100010373902020-12-310001037390indt:SevenEightTwoParagonWayMember2022-01-190001037390us-gaap:WarrantMember2021-01-012021-03-310001037390us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-310001037390us-gaap:RetainedEarningsMember2021-01-012021-03-310001037390us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001037390us-gaap:DividendDeclaredMember2021-01-132021-01-130001037390us-gaap:CommonStockMember2021-01-012021-03-310001037390us-gaap:PerformanceSharesMember2022-01-012022-03-310001037390indt:TimeBasedRestrictedStockUnitsMember2022-01-012022-03-310001037390indt:RealEstateAssetsHeldForSaleMemberus-gaap:LandMember2022-03-310001037390indt:RealEstateAssetsHeldForSaleMemberus-gaap:LandImprovementsMember2022-03-310001037390indt:RealEstateAssetsHeldForSaleMemberus-gaap:BuildingImprovementsMember2022-03-310001037390indt:RealEstateAssetsHeldForSaleMemberus-gaap:BuildingAndBuildingImprovementsMember2022-03-310001037390indt:RealEstateAssetsHeldForSaleMemberindt:DevelopmentInProcessMember2022-03-310001037390indt:RealEstateAssetsHeldForSaleMemberus-gaap:LandMember2021-12-310001037390indt:RealEstateAssetsHeldForSaleMemberus-gaap:LandImprovementsMember2021-12-310001037390indt:RealEstateAssetsHeldForSaleMemberus-gaap:BuildingImprovementsMember2021-12-310001037390indt:RealEstateAssetsHeldForSaleMemberus-gaap:BuildingAndBuildingImprovementsMember2021-12-310001037390indt:RealEstateAssetsHeldForSaleMemberindt:DevelopmentInProcessMember2021-12-310001037390indt:IndustrialAndOrLogisticsBuildingMember2022-03-310001037390us-gaap:InterestRateSwapMember2022-03-3100010373902021-02-020001037390indt:DelayedDrawTermLoanFacilityMember2022-04-2100010373902022-04-212022-04-210001037390indt:SecuredRevolvingCreditFacilityMember2022-04-210001037390indt:RealEstateAssetsHeldForSaleMember2022-03-310001037390indt:RealEstateAssetsHeldForSaleMember2021-12-310001037390us-gaap:RestrictedStockUnitsRSUMember2022-03-3100010373902021-01-012021-03-310001037390indt:SecuredRevolvingCreditFacilityMember2022-04-212022-04-210001037390indt:DebtInstrumentCovenantsConditionsThroughMarch312023Memberindt:SecuredRevolvingCreditFacilityMember2022-04-212022-04-210001037390indt:DebtInstrumentCovenantsConditionsThroughDecember312022Memberindt:SecuredRevolvingCreditFacilityMember2022-04-212022-04-210001037390indt:DebtInstrumentCovenantsConditionsThroughDecember312023Memberindt:SecuredRevolvingCreditFacilityMember2022-04-210001037390indt:DebtInstrumentCovenantsConditionsThroughDecember312022Memberindt:SecuredRevolvingCreditFacilityMember2022-04-210001037390indt:DebtInstrumentCovenantsConditionsFromDecember312022ToDecember312023Memberindt:SecuredRevolvingCreditFacilityMember2022-04-210001037390indt:DebtInstrumentCovenantsConditionsThroughDecember312023Memberindt:ExistingCreditFacilityMember2021-08-050001037390indt:DebtInstrumentCovenantsConditionsThroughDecember312022Memberindt:ExistingCreditFacilityMember2021-08-050001037390indt:DebtInstrumentCovenantsConditionsFromDecember312022ToDecember312023Memberindt:ExistingCreditFacilityMember2021-08-050001037390indt:DebtInstrumentCovenantsConditionsThroughMarch312022Memberindt:SecuredRevolvingCreditFacilityMember2022-04-212022-04-210001037390indt:DebtInstrumentCovenantsConditionsThroughJune302022Memberindt:SecuredRevolvingCreditFacilityMember2022-04-212022-04-210001037390indt:DebtInstrumentCovenantsConditionsThroughDecember312023Memberindt:SecuredRevolvingCreditFacilityMember2022-04-212022-04-210001037390indt:DebtInstrumentCovenantsConditionsFromJune302021ToDecember312023Memberindt:SecuredRevolvingCreditFacilityMember2022-04-212022-04-210001037390srt:OfficeBuildingMemberindt:SaleAsPerCurrentTermsOfAgreementMember2022-03-012022-03-310001037390indt:IndustrialAndOrLogisticsBuildingMemberindt:SaleAsPerCurrentTermsOfAgreementMember2022-03-012022-03-310001037390indt:IndustrialAndOrLogisticsBuildingMember2022-03-012022-03-3100010373902022-03-3100010373902021-12-3100010373902022-05-0600010373902022-01-012022-03-31xbrli:sharesiso4217:USDutr:sqftindt:propertyxbrli:pureindt:itemindt:buildingiso4217:USDxbrli:sharesindt:individual

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM              TO             

Commission File Number 1-12879

INDUS REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

06-0868496

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

641 Lexington Avenue, New York, New York

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code (212) 218-7910

______________________________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

INDT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

Number of shares of Common Stock outstanding at May 6, 2022: 10,186,143

INDUS REALTY TRUST, INC.

FORM 10-Q

Index

PART I -

FINANCIAL INFORMATION

ITEM 1

Financial Statements

Consolidated Balance Sheets (unaudited) as of March 31, 2022 and December 31, 2021

3

Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2022 and 2021

4

Consolidated Statements of Comprehensive Income (unaudited) for the Three Months Ended March 31, 2022 and 2021

5

Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three Months Ended March 31, 2022 and 2021

6

Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2022 and 2021

7

Notes to Consolidated Financial Statements (unaudited)

8

ITEM 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

ITEM 3

Quantitative and Qualitative Disclosures About Market Risk

28

ITEM 4

Controls and Procedures

28

PART II -

OTHER INFORMATION

ITEM 1

Legal Proceedings

29

ITEM 1A

Risk Factors

29

ITEM 2

Not Applicable

ITEM 3-5

Not Applicable

ITEM 6

Exhibits

29

SIGNATURES

36

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

INDUS REALTY TRUST, INC.

Consolidated Balance Sheets

(dollars in thousands, except per share data)

(unaudited)

March 31, 2022

December 31, 2021

ASSETS

Real estate assets at cost, net

$ 419,888

$ 387,647

Cash and cash equivalents

125,727

150,263

Restricted cash

665

10,644

Other assets

37,650

34,102

Assets of discontinued operations

7,930

7,990

Total assets

$ 591,860

$ 590,646

LIABILITIES AND STOCKHOLDERS' EQUITY

Mortgage loans and construction loan, net of debt issuance costs

$ 168,950

$ 169,818

Deferred revenue

6,423

7,365

Accounts payable and accrued liabilities

13,183

9,671

Dividends payable

1,630

1,629

Other liabilities

11,216

15,254

Liabilities of discontinued operations

830

832

Total liabilities

202,232

204,569

Stockholders' Equity

Common stock, par value $0.01 per share, 50,000,000 shares authorized, 10,186,143 and 10,183,730 shares issued and outstanding, respectively

102

102

Additional paid-in capital

400,004

399,754

Accumulated deficit

(12,230)

(10,869)

Accumulated other comprehensive income (loss)

1,752

(2,910)

Total stockholders' equity

389,628

386,077

Total liabilities and stockholders' equity

$ 591,860

$ 590,646

See Notes to Consolidated Financial Statements.

3

INDUS REALTY TRUST, INC.

Consolidated Statements of Operations

(dollars in thousands, except per share data)

(unaudited)

For the Three Months Ended

    

March 31, 2022

    

March 31, 2021

Rental revenue

$

11,519

$

9,530

Expenses:

Operating expenses of rental properties

 

1,299

 

1,410

Real estate taxes

1,477

1,367

Depreciation and amortization expense

 

4,156

 

3,106

General and administrative expenses

 

2,934

 

2,970

Total expenses

 

9,866

 

8,853

Other income (expense):

Interest expense

 

(1,519)

 

(1,749)

Change in fair value of financial instruments

260

Gain on sales of real estate assets

20

Investment and other income

21

7

Other expense

(3)

(1,501)

(1,462)

 

Income (loss) from continuing operations

152

(785)

Discontinued operations:

(Loss) income from discontinued operations

(86)

17

Gain on sale of equipment

203

Income from discontinued operations

 

117

 

17

Net income (loss)

$

269

$

(768)

Income (loss) per Common Share-Basic:

Income (loss) from continuing operations

$

0.02

$

(0.12)

Income from discontinued operations

$

0.01

$

-

Net income (loss) per common share

$

0.03

$

(0.12)

Income (loss) per Common Share-Diluted:

Income (loss) from continuing operations

$

0.02

$

(0.12)

Income from discontinued operations

$

0.01

$

-

Net income (loss) per common share

$

0.03

$

(0.12)

Weighted average shares outstanding - basic

10,185

6,236

Weighted average shares outstanding - diluted

10,421

6,236

See Notes to Consolidated Financial Statements.

4

INDUS REALTY TRUST, INC.

Consolidated Statements of Comprehensive Income

(dollars in thousands)

(unaudited)

For the Three Months Ended

March 31, 2022

    

March 31, 2021

Net income (loss)

$

269

$

(768)

Other comprehensive income:

Reclassifications included in net income (loss)

451

488

Unrealized gain on cash flow hedges

 

4,211

 

2,991

Total other comprehensive income

 

4,662

 

3,479

Total comprehensive income

$

4,931

$

2,711

See Notes to Consolidated Financial Statements.

5

INDUS REALTY TRUST, INC.

Consolidated Statements of Changes in Stockholders’ Equity

(dollars in thousands)

(unaudited)

For the Three Months Ended March 31, 2022 and 2021

Shares of

 

 

 

 

Additional

 

 

Accumulated Other

 

 

 

 

 

Common Stock

 

Common

 

Paid-in

 

Accumulated

 

Comprehensive

 

 

 

 

    

Issued

    

Stock

    

Capital

    

Deficit

    

Income (Loss)

    

Total

Balance at December 31, 2021

 

10,183,730

$

102

$

399,754

$

(10,869)

$

(2,910)

$

386,077

Equity awards issued

2,698

Stock-based compensation expense

 

 

 

273

 

 

 

273

Shares acquired to satisfy employee tax withholding requirements on stock awards

(285)

(23)

(23)

Common stock dividend, $0.16 per share

(1,630)

(1,630)

Net income

 

 

 

 

269

 

 

269

Total other comprehensive income, net of tax

4,662

4,662

Balance at March 31, 2022

 

10,186,143

$

102

$

400,004

$

(12,230)

$

1,752

$

389,628

Balance at December 31, 2020

5,663,040

$

57

$

116,732

$

(9,817)

$

(7,855)

$

99,117

Stock-based compensation expense

 

 

 

214

 

 

 

214

Exercise of stock options

233

6

6

Sale of common stock, net

1,927,049

19

108,657

108,676

Special dividend

125,212

1

7,845

(11,250)

(3,404)

Net loss

 

 

 

 

(768)

 

 

(768)

Total other comprehensive income, net of tax

3,479

3,479

Balance at March 31, 2021

 

7,715,534

$

77

$

233,454

$

(21,835)

$

(4,376)

$

207,320

See Notes to Consolidated Financial Statements.

6

INDUS REALTY TRUST, INC.

Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

 

 

For the Three Months Ended

 

    

March 31, 2022

    

March 31, 2021

Net income (loss)

$

269

$

(768)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

 

4,396

 

3,343

Noncash rental revenue including straight-line rents

(983)

(437)

Stock-based compensation expense

 

273

 

214

Amortization of debt issuance costs

 

228

 

166

Gain on sales of equipment

(203)

Change in fair value of financial instruments

(260)

Gain on sales of real estate assets

 

 

(20)

Changes in assets and liabilities:

Other assets

1,051

2,428

Accounts payable and accrued liabilities

 

(225)

 

(423)

Deferred revenue

 

(600)

 

(652)

Other liabilities

 

(239)

 

237

Net cash provided by operating activities

3,967

3,828

Investing activities:

Acquisitions of land and buildings

(24,026)

Additions to real estate assets

 

(8,675)

 

(1,200)

Deposits on building and land acquisitions

(3,375)

Proceeds from sale of equipment, net of expenses

250

Deferred leasing costs and other

(20)

(284)

Proceeds from sales of real estate assets, net of expenses

496

Net cash used in investing activities

 

(35,846)

 

(988)

Financing activities:

Principal payments on mortgage loans

 

(1,076)

 

(1,267)

Dividends paid to stockholders

 

(1,629)

 

(3,404)

Proceeds from mortgage and construction loans

 

69

Proceeds from sale of common stock

108,676

Payment of debt issuance costs

 

 

(260)

Proceeds from exercise of stock options

 

 

6

Net cash (used in) provided by financing activities

 

(2,636)

 

103,751

Net (decrease) increase in cash and cash equivalents and restricted cash

 

(34,515)

 

106,591

Cash and cash equivalents and restricted cash at beginning of period

 

160,907

 

28,124

Cash and cash equivalents and restricted cash at end of period

$

126,392

$

134,715

See Notes to Consolidated Financial Statements.

7

INDUS REALTY TRUST, INC.

Notes to Consolidated Financial Statements

(dollars in thousands unless otherwise noted, except per share data)

(unaudited)

1.    Summary of Significant Accounting Policies

Basis of Presentation

INDUS Realty Trust, Inc., a Maryland corporation, (“INDUS” or the “Company”) is a real estate business that has elected to be taxed as a real estate investment trust (“REIT”) as defined in the Internal Revenue Service Code of 1986, as amended (the “Code”) and is principally engaged in developing, acquiring, managing and leasing high-quality industrial and logistics properties in select supply-constrained markets in the United States. The Company conducts substantially all of its business through its operating partnership, INDUS RT, LP, a Maryland limited partnership (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership. As used herein, the “Company” refers to INDUS Realty Trust, Inc. and its consolidated subsidiaries and partnerships, including the Operating Partnership, except where context otherwise requires.

As of March 31, 2022, INDUS owned 35 industrial/logistics properties aggregating approximately 5.4 million square feet located in Connecticut, Pennsylvania, North Carolina, South Carolina and Florida. INDUS seeks to add to its property portfolio through the acquisition and development of land or the acquisition of modern, market-appropriate logistics buildings in the markets it targets, all of which can serve multiple drivers of demand in the modern supply chain. INDUS also owns undeveloped land parcels, much of which is not consistent with the Company’s core industrial and logistics strategy, and, therefore, the Company sells certain parcels periodically over time.

The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year. Certain amounts from the prior year periods have been reclassified to conform to the current presentation.

INDUS’ consolidated financial statements reflect its accounts and its consolidated subsidiaries. INDUS consolidates the subsidiaries it controls through (i) voting rights or similar rights or (ii) by means other than voting rights if INDUS is the primary beneficiary of a variable interest entity (“VIE”). There have been no VIEs in which INDUS is not a primary beneficiary.

These financial statements have been prepared in conformity with the standards of accounting measurement set forth by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 270, “Interim Reporting” and in accordance with the accounting policies stated in INDUS’ audited consolidated financial statements for the year ended December 31, 2021 included in INDUS’ Annual Report on Form 10-K, filed with the SEC on March 11, 2022. These financial statements should be read in conjunction with the Notes to Consolidated Financial Statements appearing in that report. All adjustments, comprising only normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of results for the interim periods, have been reflected and all intercompany transactions have been eliminated.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The actual results experienced by INDUS may differ materially and adversely from INDUS’ estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

There are various accounting updates recently issued which represent technical corrections to the accounting literature or apply to specific industries. INDUS does not expect the application of any of these other updates to have an impact on its consolidated financial statements.

8

Cash, Cash Equivalents and Restricted Cash

INDUS considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. INDUS’ restricted cash primarily consists of reserves for real estate taxes as required by certain mortgage note obligations as well as proceeds from property sales held by a qualified intermediary to be used for a tax deferred Section 1031 Like-Kind Exchanges (“1031 Like-Kind Exchange”) under the Code.

The following table presents a reconciliation of cash, cash equivalents and restricted cash:

March 31,

December 31,

2022

2021

Cash and cash equivalents

$

125,727

$

150,263

Restricted cash

665

10,644

Total cash, cash equivalents and restricted cash

$

126,392

$

160,907

Discontinued Operations

Operating results and the gain or loss on sale for a component or groups of components, whose disposition represents a strategic shift that has or will have a major effect on the Company’s operations and financial results, are presented as discontinued operations in the statements of operations and the assets and liabilities of the component to be disposed of are classified as held for sale. In March 2022, INDUS commenced the sale process to fully exit its legacy investment in its remaining office/flex properties (“Office/Flex Portfolio). The Office/Flex Portfolio is comprised of seven buildings totaling approximately 175,000 square feet located in Windsor and Bloomfield, Connecticut. Additionally, INDUS intends to sell an approximate 18,000 square foot storage building that had been used in the operations of the Office/Flex Portfolio and is located within the same business park. In March 2022, the Company closed its Landscaping Division which primarily served the Office/Flex Portfolio and recorded a gain on sale of $203 for the three months ended March 31, 2022. The disposition of the Office/Flex Portfolio represents a strategic shift and following the sale, the Company will be positioned as a pure-play industrial/logistics real estate business with a modern portfolio located in select high-growth markets. The Office/Flex Portfolio is recorded as discontinued operations as of March 2022 and for all prior periods presented, the related assets and liabilities are presented as assets and liabilities held for sale on the consolidated balance sheets and the related operating results are presented as income (loss) from discontinued operations on the consolidated statements of operations (see Note 4).

Reclassifications

Reclassifications were made related to discontinued operations as discussed in Discontinued Operations above. These reclassifications did not affect the Company's total financial position, results of operations or cash flows.

2. Sales of Common Stock

Public Offering

On February 2, 2021, INDUS filed a universal shelf registration statement on Form S-3 (the “Universal Shelf”) with the SEC. Under the Universal Shelf, the Company could offer and sell up to $500,000 of a variety of securities including the Company’s common stock (“Common Stock”), preferred stock, warrants, depositary shares, units or any combination of such securities. Under the Universal Shelf, the Company may periodically offer one or more types of securities in amounts, at prices and on terms announced.

On March 5, 2021, under its Universal Shelf, INDUS completed an underwritten public offering of 1,750,000 shares of its Common Stock at a price to the underwriters of $56.85 per share. On March 15, 2021, the underwriters exercised their option to purchase an additional 177,049 shares of common stock from INDUS at the same price. INDUS received net proceeds of $108,676, after expenses, from the aggregate of 1,927,049 shares issued on March 5, 2021, and March 15, 2021. The Company has used the proceeds from the issuance of its Common Stock to finance its acquisition and development pipeline and for other corporate purposes.

9

3.    Fair Value

INDUS applies the provisions of ASC 820, which establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs, when measuring fair value. The categorization of an asset or liability within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value, as follows:

Level 1 applies to assets or liabilities for which there are quoted market prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 assets and liabilities include INDUS’ interest rate swap agreements (see Note 5). These inputs are readily available in public markets or can be derived from information available in publicly quoted markets, therefore, INDUS has categorized these derivative instruments as Level 2 within the fair value hierarchy.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The following are INDUS’ financial assets and liabilities carried at fair value and measured at fair value on a recurring basis:

 

 

March 31, 2022

 

    

Quoted Prices in

    

Significant

    

Significant

 

 

Active Markets for

 

Observable

 

Unobservable

 

 

Identical Assets

 

Inputs

 

Inputs

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

Interest rate swap asset

$

$

1,220

$

Interest rate swap liabilities

$

$

365

$

 

 

December 31, 2021

 

    

Quoted Prices in

    

Significant

    

Significant

 

 

Active Markets for

 

Observable

 

Unobservable

 

 

Identical Assets

 

Inputs

 

Inputs

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

Interest rate swap assets

$

$

188

$

Interest rate swap liabilities

$

$

3,995

$

The amounts included in the consolidated financial statements for cash and cash equivalents, leasing receivables from tenants, accounts payable and accrued liabilities and interest rate swap assets and liabilities approximate their fair values because of the short-term maturities of these instruments. The fair values of the interest rate swaps (used for purposes other than trading) are determined based on discounted cash flow models that incorporate the cash flows of the derivatives as well as the current Overnight Index Swap Rate and swap curve along with other market data, taking into account current interest rates and the credit worthiness of the counterparty for assets and the credit worthiness of INDUS for liabilities.

The fair values of the mortgage loans and construction loan, net of debt issuance costs, are estimated based on current rates offered to INDUS for similar debt of the same remaining maturities and, additionally, INDUS considers its credit worthiness in determining the fair value of its mortgage loans. At March 31, 2022 and December 31, 2021, the carrying values of the mortgage loans and construction loan were $168,950 and $169,818, respectively, and the fair values of the mortgage loans and construction loan were $178,607 and $180,731, respectively.

10

4.    Real Estate Assets and Discontinued Operations

Real estate assets consist of:

Estimated

Useful Lives

March 31, 2022

December 31, 2021

Land

    

    

$

56,572

    

$

55,104

Land improvements

10 to 30 years

65,849

65,520

Buildings and improvements

10 to 40 years

318,619

295,964

Tenant improvements

Shorter of useful life or terms of related lease

32,109

31,576

Construction in progress

31,559

20,799

Development costs

3,799

3,673

508,507

472,636

Accumulated depreciation

(88,619)

(84,989)

$

419,888

$

387,647

Total depreciation expense related to real estate assets was as follows:

For the Three Months Ended

 

March 31, 2022

    

March 31, 2021

Depreciation expense

$

3,637

$

2,679

On January 19, 2022, INDUS closed on the purchase of 782 Paragon Way (“782 Paragon”), an approximately 217,000 square foot fully leased building in the Charlotte, North Carolina market for $24,026, including transaction costs. INDUS determined the fair value of the assets acquired approximated the purchase price, which was allocated to real estate assets.

In March 2022, the Company announced its intention to sell its Office/Flex Portfolio (see Note 1). The Office/Flex Portfolio is comprised of seven buildings totaling approximately 175,000 square feet located in Windsor and Bloomfield, Connecticut. Additionally, INDUS intends to sell an approximate 18,000 square foot storage building that had been used in the operations of the Office/Flex Portfolio and is located within the same business park. The disposition of the Office/Flex Portfolio represents a strategic shift for the Company and, as such, is being treated as a discontinued operation as of March 31, 2022. Accordingly, for all prior periods presented, the related assets and liabilities are presented as assets and liabilities held for sale on the consolidated balance sheets.

Real estate assets in discontinued operations consist of:

March 31, 2022

December 31, 2021

Land

$

31

$

31

Land improvements

1,840

1,840

Buildings and improvements

15,403

15,396

Tenant improvements

3,485

3,485

Construction in progress

555

338

21,314

21,090

Accumulated depreciation

(14,781)

(14,571)

6,533

6,519

Other assets

1,397

1,471

Total assets associated with real estate assets held for sale

$

7,930

$

7,990

Accounts payable and accrued liabilities

$

100

$

67

Deferred revenue

518

620

Other liabilities

212

145

Total liabilities associated with real estate assets held for sale

$

830

$

832

11

5.    Mortgages Loans, Construction Loan and Interest Rate Swaps

INDUS’ nonrecourse mortgage loans and construction loan consist of:

Mortgage loans:

    

March 31, 2022

    

December 31, 2021

4.39%, due January 2, 2025 *

$

17,661

$

17,824

4.17%, due May 1, 2026 *

12,185

12,291

3.79%, due November 17, 2026 *

22,958

23,152

4.39%, due August 1, 2027 *

9,405

9,476

3.97%, due September 1, 2027

11,111

11,174

4.57%, due February 1, 2028 *

17,025

17,145

3.60%, due January 2, 2030 *

6,139

6,182

3.48%, due February 1, 2030

14,186

14,287

3.50%, due July 1, 2030 *

4,881

4,914

4.33%, due August 1, 2030

15,770

15,867

4.51%, due April 1, 2034

13,271

13,356

Mortgage loans

144,592

145,668

Debt issuance costs

(1,677)

(1,745)

Mortgage loans, net of debt issuance costs

142,915

143,923

Construction loan:

One-month LIBOR plus 1.40%, due May 7, 2023

26,342

26,273

Debt issuance costs

(307)

(378)

Construction loan, net of debt issuance costs

26,035

25,895

Mortgage loans and construction loan, net of debt issuance costs

$

168,950

$

169,818

*Variable rate loans for which INDUS entered into interest rate swap agreements to effectively fix the interest rates on these loans to the rates reflected above.

INDUS’ weighted average interest rate on its mortgage loans and its construction loan, including the effect of its interest rate swap agreements, was 3.76% as of March 31, 2022 and December 31, 2021. The Company accounts for its interest rate swap agreements as effective cash flow hedges. Amounts in accumulated other comprehensive income (“AOCI”) will be reclassified into interest expense over the term of the swap agreements to achieve fixed interest rates on each variable rate mortgage. None of the interest rate swap agreements contain any credit risk related contingent features. In the first quarter of 2022 and 2021, INDUS recognized gains, included in other comprehensive income, of $4,662 and $3,479, respectively, on its interest rate swap agreements. As of March 31, 2022, $361 was expected to be reclassified over the next twelve months to AOCI from interest expense. Interest expense related to INDUS’ interest rate swap agreements in the first quarters of 2022 and 2021 was $451 and $488, respectively.

12

The following table summarizes the notional and fair value of our interest rate swaps designated as cash flow hedges at March 31, 2022 and December 31, 2021:

Fair Value of Interest Rate

Current Notional Value

Derivative Assets/(Liabilities)

LIBOR

(in thousands)

(in thousands)

Effective

Maturity

Interest

March 31,

December 31,

March 31,

December 31,

Date

Date

Strike Rate

2022

2021

2022

2021

September 1, 2013

September 1, 2023

(a)

2.840%

$ 7,133

$ 7,204

($ 71)

($ 249)

January 1, 2015

January 1, 2025

(a)

2.260%

8,990

9,068

88

(390)

January 1, 2016

January 1, 2025

(a)

1.932%

1,538

1,552

20

(40)

September 1, 2015

September 1, 2025

(b)

2.118%

2,165

9,608

93

(334)

December 10, 2015

September 1, 2025

(b)

2.015%

9,521

2,185

28

(68)

November 17, 2016

November 17, 2026

(b)

2.085%

11,272

11,359

129

(518)

May 3, 2016

May 1, 2026

1.910%

12,185

12,291

216

(369)

March 15, 2017

March 1, 2027

(c)

2.501%

10,538

10,621

(73)

(641)

February 1, 2018

February 1, 2028

(c)

2.782%

6,487

6,524

(213)

(641)

July 14, 2017

August 1, 2027

4.390%

9,405

9,476

(8)

(526)

January 2, 2020

January 1, 2030

1.849%

6,139

6,182

158

(219)

July 1, 2020

July 1, 2030

0.942%

4,881

4,914

488

188

$ 90,254

$ 90,984

$ 855

($ 3,807)

(a) (b) and (c) represent multiple interest rate swap agreements against a single mortgage

In July 2017, the Financial Conduct Authority in the United Kingdom, which regulates LIBOR, announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after June 30, 2023. INDUS currently expects LIBOR-indexed rates to be available through that date, however, it is possible that they will become unavailable prior to that time. The interest rate on INDUSs floating rate debt under nonrecourse mortgage loans is based on LIBOR, however, INDUS entered into interest rate swap agreements whereby the floating LIBOR rates under all mortgage loans are hedged, effectively fixing the interest rate on those loans. INDUS’ loan documents contain provisions that contemplate alternative methods to determine the base rate applicable to our LIBOR-indexed debt to the extent LIBOR-indexed rates are not available. INDUS will continue to monitor and evaluate the impact, if any, on debt payments and the value of the Company’s floating rate debt.

On April 21, 2022, INDUS entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) for a $250 million secured credit facility (the “New Credit Facility”) (see Note 6), amending and restating the $100 million credit facility executed on August 5, 2021 (the “Existing Credit Facility”) to include the addition of a delayed draw term loan facility (the “DDTL Facility”) of $150 million for a term of five years, pursuant to which up to three separate draws may be made prior to April 21, 2023 (the first two of which must each be in a minimum amount of $25 million). The DDTL will bear interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.15%, based on the Company’s ratio of total indebtedness to total assets. Concurrent with the closing on the DDTL, the Company entered into an interest rate swap agreement to fix the interest rate on the DDTL at an effective rate of 4.15%.

6.     Revolving Credit Agreements

On April 21, 2022, the Credit Agreement was amended and restated to provide for, among other things: (1) the addition of the DDTL Facility of $150 million (see Note 5), pursuant to which up to three separate draws may be made prior to April 21, 2023 (the first two of which must each be in a minimum amount of $25 million), and (2) the transition from London Interbank Offered Rate (“LIBOR”) to SOFR for floating rate borrowings for all purposes under the Credit Agreement. The DDTL Facility will mature on April 21, 2027. The New Credit Facility continues to include a $100 million revolving credit facility (the “Revolving Credit Facility”), however, the maturity of the Revolving Credit Facility has been extended to April 21, 2025. The two one-year extensions at the Company’s option under the Existing Credit Facility remain in place under the New Credit Facility. The New Credit Facility also increases the uncommitted

13

incremental facility, which, as amended, would enable the Company to increase the New Credit Facility by up to $250 million in the aggregate, for a total of $500 million.

Borrowings under the New Credit Facility will continue to bear interest subject to a pricing grid for changes in the Company’s total leverage.  Based on the Company’s current leverage, the initial annual interest rates under the New Credit Facility would be (i) SOFR plus 1.20% for revolving borrowings (the same applicable margin as under the Existing Credit Facility), and (ii) SOFR plus 1.15% for term borrowings (compared with LIBOR plus 1.20% under the Existing Credit Facility). The annual interest rate under the Existing Credit Facility was the one-month LIBOR plus 1.20%.

Under the terms of the New Credit Facility, INDUS must maintain: (i) a consolidated tangible net worth of $319,149 plus 75% of the aggregate increases in stockholders’ equity of the Company by reason of issuance or sale of equity of the Company; (ii) a fixed charge coverage ratio of (a) 1.25 to 1.0 through March 31, 2022, and (b) 1.50 to 1.0 on and after June 30, 2022; (iii) a maximum leverage ratio of total indebtedness to total assets of less than 60% on the last day of any fiscal quarter; (iv) a maximum secured leverage ratio of total secured indebtedness to total asset value of (a) 50% through December 31, 2022, and (b) 40% on and after March 31, 2023; (v) a minimum borrowing base of (a) $75,000 through December 30, 2022 (compared with $30,000 under the Existing Credit Facility), (b) $125,000 from December 31, 2022 through December 30, 2023 (compared with $50,000 under the Existing Credit Facility), and (c) $250,000 on and after December 31, 2023 (compared with $100,000 under the Existing Credit Facility); and (vi) a minimum of (a) five industrial unencumbered properties from June 30, 2021 through December 30, 2023, and (b) eight industrial unencumbered properties on and after December 31, 2023.

As of March 31, 2022, the Company was in compliance with the covenants of the Existing Credit Facility. Based on the collateral in place as of March 31, 2022, $89,631 could be borrowed under the New Credit Facility. There have been no borrowings under the New Credit Facility, however, the New Credit Facility secures certain unused standby letters of credit aggregating $3,899 that are related to INDUS' development activities.

The Existing Credit Facility replaced INDUS’ $35,000 revolving credit line and $15,000 property acquisitions credit line with Webster Bank, N.A.that were scheduled to expire on September 30, 2021. Borrowings under this credit line were at a rate of one-month LIBOR plus 2.50% and one-month LIBOR plus 2.75% under this former revolving credit line and acquisition credit line, respectively.

7.    Stockholders’ Equity

Per Share Results

Basic and diluted per share results were based on the following:

 

 

For the Three Months Ended

 

 

March 31, 2022

    

March 31, 2021

Net income (loss)

$

269

$

(768)

Weighted average shares outstanding for computation of basic per share results

 

10,185,000

 

6,236,000

Incremental shares from assumed exercise of stock options and warrants and the grant of restricted stock units (a)

 

236,000

 

Adjusted weighted average shares for computation of diluted per share results

 

10,421,000

 

6,236,000

(a)Incremental shares from the assumed exercise of INDUS stock options are not included in periods where the inclusion of such shares would be anti-dilutive. The incremental shares from the assumed exercise of stock options for the first quarter of 2021 would have been 95,000. For the first quarter of 2021, there was also a Warrant for the purchase of 515,747 shares of Common Stock that was anti-dilutive.

14

Equity Compensation Plans

Stock Options

There were no stock options granted in either the first quarter of 2022 or the first quarter of 2021.

As of March 31, 2022, the unrecognized compensation expense related to unvested stock options that will be recognized during future periods is as follows:

Balance of 2022

$

272

2023

$

231

2024

$

111

2025

$

15

Number of option holders at March 31, 2022

      

14

A summary of INDUS’ stock option activity is as follows:

For the Three Months Ended

March 31, 2022

March 31, 2021