INDUS REALTY TRUST, INC. - Annual Report: 2022 (Form 10-K)

Table of Contents

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

​

For the transition period from __ to __

Commission file number 1-12879

INDUS REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

​

​

Registrant’s telephone number, including area code (212) 218-7910

​

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

​

Securities registered pursuant to Section 12(g) of the Act: None

​

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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.

​

​

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $462,747,410 based on the closing sales price on The Nasdaq Stock Market LLC on June 30, 2022, the last business day of the registrant’s most recently completed second quarter. Shares of common stock held by each executive officer, director and persons or entities known to the registrant to be affiliates of the foregoing have been excluded in that such persons may be deemed to be affiliates. This assumption regarding affiliate status is not necessarily a conclusive determination for other purposes.

As of February 24, 2023, 10,194,445 shares of common stock were outstanding.

​

DOCUMENTS INCORPORATED BY REFERENCE

​

Portions of the registrant’s definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders expected to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022 are incorporated herein by reference in Part III.

​

​

​

​

Table of Contents

FORWARD-LOOKING STATEMENTS

​

This Annual Report on Form 10-K (the “Annual Report”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For this purpose, any statements contained in this Annual Report that relate to future events or conditions, including without limitation, the statements in Part I, Item 1. “Business” and Item 1A. “Risk Factors” and in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as located elsewhere in this Annual Report regarding the structure, timing, and completion of the proposed merger (the “Merger”) of INDUS Realty Trust, Inc.’s (“INDUS” or the “Company”) with entities affiliated with Centerbridge Partners, L.P. and GIC Real Estate, Inc. (the “Sponsors”); any anticipated effects of the announcement, pendency, or completion of the Merger on INDUS’ business; INDUS’ and the Sponsors’ ability to obtain any required regulatory approvals in connection with the proposed Merger; expenses related to the proposed Merger and any potential future costs; industry prospects or INDUS’ prospective results of operations or financial position, competitive position, objectives and strategy; expectations regarding funding of future growth, potential sales and acquisitions, including the completion and closing dates for outstanding purchase and sale agreements and planned development, construction and acquisition activities; estimated completion dates for current and planned developments; anticipated or targeted stabilization and underwritten stabilized Cash NOI yields (as defined below) for planned development and acquisition activities; stabilization of vacancies in INDUS’ buildings; INDUS’ anticipated future liquidity and capital expenditures, its revolving credit line facility, any potential issuance of securities under the Universal Shelf (as defined below) and anticipated use of any future proceeds from issuances of equity and debt; expectations regarding INDUS’ tax status and ability to avoid the incurrence of certain taxes and penalties, and the impacts to stockholders of INDUS’ organizational structure; expectations regarding the payment of future dividends; INDUS’ environmental, social and governance goals and strategies; and expectations and uncertainties related to COVID-19, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “may” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements represent management’s current expectations and are inherently uncertain. There are a number of important factors that could materially impact the value of the Company’s common stock or cause actual results to differ materially from those indicated by such forward-looking statements. Such factors include: risks related to the proposed Merger, including that the Merger may not be consummated at all or in the anticipated timeframe; the potential for securities class action and derivative lawsuits in connection with the Merger; risks related to the COVID-19 pandemic; adverse economic conditions and credit markets; a downturn in the commercial and residential real estate markets; risks associated with a geographic concentration of real estate holdings; risks associated with the acquisition or development of properties, current portfolio weaknesses and entering new real estate markets; the risk that the Company’s actual full year stabilized cash NOI yields may not be consistent with the underwritten stabilized cash NOI yield ranges in the Company’s disclosures; risks associated with competition with other parties for acquisition of properties; increased operating costs; risks associated with the use of third-party managers for day-to-day property management; risks relating to reliance on lease revenues and events and circumstances impacting our tenants; the potential for declining real estate valuations and related impairment charges; risks associated with debt financing, including restrictive covenants and balloon payment obligations; any failure to effectively hedge interest rate fluctuation; our ability to obtain debt financing or issue equity when needed; risks associated with reliance on key personnel; INDUS’ ability to compete in the industrial/logistics leasing market; increased costs or delays in supply of raw materials, labor and energy; ability to sell properties if necessary; potential environmental liabilities; governmental laws and regulations; inadequate insurance coverage; risks associated with information technology security breaches at INDUS or third parties; risks related to climate change; risks arising from our commitments, goals, targets, initiatives and disclosures associated with environmental, social and governance matters; the increasing focus on environmental sustainability and social initiatives; the potential for INDUS’ properties to contain or develop mold or other air quality issues; risks associated with deficiencies in disclosure controls and procedures or internal control over financial reporting; litigation risks; risks related to the limited rights of INDUS and its stockholders to take action against the Company’s directors and officers; risks related to the Company’s charter and bylaw provisions, and Maryland law, in connection with certain acquisitions or a change of control; risks associated with charter restrictions on the ownership and transfer of INDUS’ stock and the board of directors’ ability to issue additional shares; risks related to INDUS’ bylaws and exclusive forum provisions; risks related to INDUS’ real estate investment trust (“REIT”) structure, including risks associated with INDUS’ failure to remain qualified as a REIT, taxes that INDUS and its subsidiaries

​

Table of Contents

may, or will, owe, INDUS’ ability to obtain capital during unfavorable market conditions, compliance with REIT requirements, ownership limitations and prohibitions on engaging in certain transactions, legislative or regulatory action affecting REITs, and U.S. federal tax reform; risks associated with the E&P Distribution and INDUS’ ability to generate sufficient cash flows to make future distributions; risks related to issuance or sales of common stock; risks related to volatility of common stock; risks of future offerings that are senior to common stock, or preferred stock issuances; and the concentrated ownership of the Company’s common stock by members of the Cullman and Ernst families. These and the important factors discussed under the caption “Risk Factors” in Part I, Item 1A of this Annual Report for the year ended December 31, 2022, among others, could cause actual results to differ materially from those indicated by forward-looking statements made in this Annual Report and presented elsewhere by management from time to time. Any such forward-looking statements represent management’s estimates as of the date of this Annual Report. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause the Company’s views to change. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Annual Report. Additionally, there are additional considerations that should be kept in mind for the Company’s ESG-related disclosures. For more information, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Environmental, Social and Governance Matters – ESG Disclosure Statements.

​

​

​

​

​

​

​

​

Table of Contents

INDUS REALTY TRUST, INC.

FORM 10-K

Index

​

​

​

​

4

Table of Contents

Summary of Principal Risk Factors

​

INDUS’ business is subject to numerous risks and uncertainties, including those described in Part I, Item 1A. “Risk Factors” in this Annual Report. These risks and uncertainties should be carefully considered when investing in INDUS’ common stock. The principal risks and uncertainties affecting INDUS’ business include the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

5

Table of Contents

​

​

6

Table of Contents

PART I

ITEM 1. BUSINESS.

The Company

INDUS Realty Trust, Inc. (“INDUS” or the “Company”) is an acquiror, developer and asset manager of industrial/logistics real estate in select supply-constrained and high-growth markets in the United States (“U.S.”). INDUS’ real estate holdings consist of industrial/logistics properties as well as approximately 1,230 acres of undeveloped land as of December 31, 2022. INDUS also previously owned a limited number of office/flex properties that were sold in 2022. For further information, see Part I, Item 2. “Properties” in this Annual Report.

At December 31, 2022, INDUS’ portfolio consisted of approximately 6.1 million aggregate rentable square feet across 42 buildings with a weighted average building age of 12 years. INDUS’ portfolio is geographically located in the following markets by square footage: 35% in the north submarket of Hartford, Connecticut; 25% in the Lehigh Valley, Pennsylvania; 24% in the greater Charlotte, North Carolina area; 13% in Central and Southern Florida; and 3% in the greater Charleston, South Carolina area. INDUS expects to grow its portfolio through the acquisition of fully or partially leased buildings and development of new properties in its current markets as well as targeted new geographic areas, including the Nashville, Tennessee and Greenville-Spartanburg, South Carolina markets.

INDUS is a Maryland corporation and its corporate headquarters are located in New York, New York, with another principal office located in Bloomfield, Connecticut.

INDUS’ website is www.indusrt.com. The information on INDUS’ website is not incorporated or deemed to be incorporated by reference in, or otherwise a part of, this Annual Report. All reports required to be filed with the Securities and Exchange Commission (“SEC”) are available and can be accessed free of charge through the Investors section of INDUS’ website. INDUS’ common stock is listed on The Nasdaq Stock Market LLC under the ticker symbol “INDT.”

Corporate Structure & History

INDUS traces its history as an independent, publicly-traded company to 1997 when Culbro Corporation (“Culbro”) underwent a corporate reorganization such that each common stockholder of Culbro received one share of common stock of Griffin Land & Nurseries, Inc. (“GL&N”). GL&N was primarily engaged in developing, managing, and leasing industrial and commercial properties and also operated a landscape nursery business through its wholly owned subsidiary, Imperial Nurseries, Inc. (“Imperial”). In 2014, GL&N sold Imperial, and, in 2015, GL&N changed its name to Griffin Industrial Realty, Inc.

On December 30, 2020, pursuant to an Agreement and Plan of Merger, by and among INDUS, Griffin Industrial Realty, Inc., a Delaware corporation (“Griffin”), and Griffin Industrial Maryland, LLC, a Maryland limited liability company and a wholly-owned subsidiary of INDUS, the Company completed an internal merger (the “Griffin Merger”) to reincorporate from a Delaware corporation to a Maryland corporation. On December 31, 2020, following the Griffin Merger and reincorporation, Griffin changed its name from Griffin Industrial Realty, Inc. to INDUS Realty Trust, Inc. On January 4, 2021, INDUS announced that it intends to elect to be taxed as a Real Estate Investment Trust (“REIT”) under sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “REIT Conversion”). As a REIT, INDUS generally will not be subject to U.S. federal income taxes if it distributes 100% of its taxable income for each year to its stockholders. However, any taxable income of any taxable REIT subsidiaries (each a “TRS” and, collectively, “TRSs”) will be subject to U.S. federal, state and local income taxes.

In December 2022, INDUS completed the previously announced sale of its remaining office/flex buildings (the “Office/Flex Portfolio”) and fully exited its legacy investment in office properties. The Company’s real estate holdings now primarily consist of industrial/logistics properties. INDUS also owns undeveloped land parcels.

Unless the context requires otherwise, all references to “Company,” “Griffin,” “INDUS,” “we,” “our,” and “us” mean legacy Griffin, a Delaware corporation, and its consolidated subsidiaries for periods prior to the Griffin Merger and INDUS Realty Trust, Inc., a Maryland corporation, and its consolidated subsidiaries for periods following the Griffin Merger.

7

Table of Contents

Proposed Merger

On February 22, 2023, INDUS, IR Parent, LLC, a Delaware limited liability company (“Parent”), and IR Merger Sub II, Inc., a Maryland corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into INDUS (the “Merger”). Upon completion of the Merger, INDUS will survive as a wholly-owned subsidiary of Parent (the “Surviving Entity”) and the separate corporate existence of Merger Sub will cease, and INDUS will cease to be a publicly traded company on the Nasdaq Stock Market LLC. At the effective time of the Merger (the “Effective Time”), each share of INDUS common stock that is issued and outstanding immediately prior to the Effective Time (other than shares held by the Parent Parties), will be automatically converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). The Merger Consideration will also be increased by an amount per share of INDUS common stock, in cash (rounded to the nearest whole cent), if any, equal to the sum of (1) the cash amount per share of INDUS common stock equal to the most recently declared regular quarterly cash dividend of INDUS permitted by the terms of the Merger Agreement as of the date prior to the closing date of the Merger (the “Closing Date” and such dividend, the “Final Dividend”), if the record date for the Final Dividend is after the closing of the Merger, plus (2)(A) the cash amount per share of INDUS common stock equal to the Final Dividend, multiplied by (B) the number of days between the first day following the end of the quarterly period for which the Final Dividend was declared, if any, and the day prior to the Closing Date, divided by (C) 90, rounded to the nearest whole cent, without duplication for any period.

The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by INDUS to conduct its business in the ordinary course consistent with past practice, subject to certain exceptions, during the period between the execution of the Merger Agreement and the consummation of the Merger. The Merger Agreement also requires INDUS to convene and hold a stockholders’ meeting for the purpose of obtaining the Stockholder Approval (as defined in the Merger Agreement).

The closing of the Merger is subject to customary closing conditions, including, among others, (i) the approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of INDUS common stock entitled to vote on the Merger; (ii) the clearance by the Committee on Foreign Investment in the United States and (iii) the approval by the European Commission under Council Regulation (EC) No. 139/2004 (as amended).  The closing of the Merger is not subject to a financing condition.

The Merger and the other transactions contemplated by the Merger Agreement were approved and declared advisable by the board of directors of INDUS. The Parent Parties are affiliates of Centerbridge Partners, L.P. a private investment management firm, and GIC Real Estate, Inc., a global institutional investor.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which has been filed as Exhibit 2.1 to the Current Report on Form 8-K that INDUS filed with the SEC on February 22, 2023. For additional information regarding the Merger, including associated risks and uncertainties, see Part I, Item 1A – Risk Factors. There is no guarantee that the Merger will be consummated.

Competitive Strengths

INDUS believes that it is well-positioned in its industry and markets due to the quality of its portfolio and tenancy, in addition to its size, track record, and growth opportunities. Summarized below are what management believes to be INDUS’ competitive strengths:

8

Table of Contents

Management Objectives & Strategy

INDUS’ management objectives and investment strategies seek to maximize long-term growth in cash flows, net asset value and total stockholder return. In its pursuit of these objectives, the Company plans to:

9

Table of Contents

Environmental, Social and Governance (“ESG”) Matters

INDUS believes that protecting the environment and supporting the communities it operates in are important measures of corporate responsibility. INDUS strives to support sustainability through its commitment to building environmentally responsible properties. Nearly 100% of its properties feature energy efficient lighting, of which approximately 58% by square footage have LED lighting as of December 31, 2022. To further its commitment to energy efficiency, in 2022 INDUS introduced an LED Lighting Efficiency Program (“LEEP”) to its tenants, to encourage coordination with tenants to implement upgrades and adoption of LED lighting in its portfolio. To date, INDUS has agreed to terms with 1 tenant to upgrade to LED lighting under LEEP.

INDUS has also made the commitment to incorporate energy efficient features in its developments and, since 2012, 100% of its new developments have clerestory windows and all of INDUS’ properties in warm weather states like Florida and North Carolina have white reflective roof decks. More recently, INDUS has also committed to delivering new developments that are able to accommodate solar panels for future renewable energy generation, as well as incorporate electric vehicle charging stations. During 2022, INDUS was approved by the local utility provider in Connecticut to add solar arrays to two buildings in its Hartford, Connecticut portfolio. INDUS continues to seek ways to implement environmentally conscious decisions in the development and management of its industrial/logistics portfolio to create long-term value for the environment, the Company and stockholders.

INDUS participates in various charitable service organizations in its local business communities as part of its commitment to social responsibility. INDUS is also committed to socially-responsible policies and practices to attract and develop a diverse company culture, including a comprehensive employee benefits program, mandatory training on topics like diversity, equity and inclusion as well as anti-harassment, and a commitment to our Code of Business Conduct and Ethics. Additionally, in 2022, INDUS established an Employee and Community Engagement Committee, comprised of INDUS volunteers who meet monthly and focus on ways to improve both the employee and tenant experience at INDUS as well as INDUS’ community engagement and volunteer efforts.

10

Table of Contents

INDUS relies on its Board of Directors (the “Board”) and management team to maintain the trust of its employees, stockholders, tenants and partners. INDUS believes the integrity of its leadership is evidenced through good corporate governance policies that are developed to align with the best interests of stockholders. The Board and management team are further supported by the Company’s Internal ESG Committee, comprised of members across departments at INDUS, which meets monthly and reports on progress periodically through the year to the Board and Board Sustainability Committee.

Human Capital Management

As part of a commitment to providing a work environment that attracts, develops and retains high performing individuals and that treats employees with dignity and respect, INDUS:

​

​

​

As of December 31, 2022, INDUS had 33 employees, including 32 full time employees. Presently, none of INDUS’ employees are represented by a union. INDUS believes that relations with its employees are satisfactory.

Competition

The market for leasing industrial/logistics space is highly competitive. INDUS competes for tenants with owners of numerous properties in the areas where its buildings are located. Some of these competitors have greater financial resources than INDUS. INDUS’ real estate business competes on the bases of location, price, availability of space, convenience and amenities.

There is a great amount of competition for the acquisition of industrial/logistics buildings and for the acquisition of undeveloped land for construction of such buildings. INDUS competes for the acquisition of industrial/logistics properties with REITs, institutional investors, such as pension funds, private real estate investment funds, insurance company investment accounts and public and private investment companies, individuals and other entities engaged in real estate investment activities. Some of these competitors have greater financial resources than INDUS, and may be able to accept more risk, including risk related to the creditworthiness of tenants or the degree of leverage they may be willing to take on. Competitors for acquisitions may also have advantages such as a lower cost of capital or greater operating efficiencies associated with being a larger entity.

Government Regulations

Environmental Matters

Under various federal and state laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at such property, which liability may be imposed without regard to fault or the legality of the original conduct, and may be held liable to a

11

Table of Contents

governmental entity or to third parties for property damage and for investigation and cleanup costs incurred by such parties in connection with contamination. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to remediate properly such substances, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. In connection with the ownership (direct or indirect), operation, management and development of real estate properties, INDUS may be considered an owner or operator of such properties or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, potentially liable for removal or remediation costs, as well as certain other related costs, including governmental fines and injuries to persons and property. The value of INDUS’ land may be affected by the presence of residual chemicals from the prior use of the land for farming.

INDUS periodically reviews its properties for the purpose of evaluating such properties’ compliance with applicable federal and state environmental laws. At this time, management does not anticipate experiencing, in the next twelve months, any material expense in complying with such laws on any of its properties. INDUS may incur remediation costs in the future in connection with its development operations. Such costs are not expected to be significant as compared to expected proceeds from development projects or sales of real estate assets.

Americans with Disabilities Act and Fire, Safety and Other Land Use Regulations

All of INDUS’ properties are required to comply with the Americans with Disabilities Act of 1990, as amended ("ADA"). The ADA generally requires that places of public accommodation comply with federal requirements related to access and use by people with disabilities. Compliance with the ADA requirements may be costly and could require removal of access barriers, and non-compliance could result in imposition of fines by the U.S. government and/or an award of damages to private litigants. In addition, INDUS is required to operate its properties in compliance with fire and safety regulations, building codes and other land use regulations adopted by governmental agencies and bodies and applicable to INDUS’ properties, which may require capital expenditures.

Local Zoning Ordinances, Wetlands Restrictions, Storm Water Regulations and Open Space Preservation

INDUS’ operations are subject to various governmental regulations that affect its real estate development activities, such as local zoning ordinances, wetlands restrictions, storm water regulations, open space preservation initiatives, traffic considerations, and other restrictions to development imposed by governmental agencies.

​

ITEM 1A. RISK FACTORS.

INDUS’ real estate business is subject to a number of risks. The risk factors discussed below are those that management deems to be material, but they may not be the only risks facing INDUS. Additional risks not currently known or currently deemed not to be material may also impact INDUS. If any of the following risks occur, INDUS’ business, financial condition, operating results, cash flows and ability to pay dividends could be adversely affected. Investors should also refer to INDUS’ quarterly reports on Form 10-Q for any material updates to these risk factors.

Risks Related to the Proposed Merger

INDUS is subject to various risks related to the proposed Merger.

INDUS has entered into the Merger Agreement pursuant to which we have agreed to merge with affiliates of the Sponsors. The risks, contingencies and other uncertainties that could result in the failure of the proposed Merger to be completed or, if completed, that could have a material adverse effect on INDUS’ business, financial condition or results of operations following the proposed transaction, and any anticipated benefits of the proposed Merger, include:

12

Table of Contents

Moreover, INDUS has incurred and expects to incur a number of non-recurring costs associated with the proposed Merger, for which INDUS will receive little or no benefit if the Merger is not completed. These costs include financial advisory, legal, accounting, consulting and other advisory fees, severance/employee benefit-related costs, financing-related fees and costs, public company filing fees and other regulatory fees, printing costs and other related costs. There are a number of factors beyond INDUS’ control that could affect the total amount or the timing of these costs and expenses. Many of these costs are payable by INDUS regardless of whether or not the proposed Merger is completed and may relate to activities that INDUS would not have undertaken other than to complete the Merger.

The proposed Merger is subject to approval of INDUS’ stockholders as well as the satisfaction of other closing conditions, including government consents and approvals, some or all of which may not be satisfied or completed within the expected timeframe, if at all.

Completion of the Merger is subject to a number of closing conditions, including, among others, (i) the approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote on the Merger; (ii) the clearance by the Committee on Foreign Investment in the United States and (iii) the approval by the European Commission under Council Regulation (EC) No. 139/2004 (as amended), which are not within our control. INDUS can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if all required consents and approvals can be obtained and all closing conditions are satisfied (or waived, if applicable), INDUS can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within INDUS’ control, and INDUS cannot predict when or if these conditions will be satisfied (or waived, if applicable). Additionally, under circumstances specified in the Merger Agreement, INDUS or Parent may terminate the Merger Agreement. Any adverse consequence of the pending Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

Each party’s obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger, including, with respect to INDUS, covenants to conduct its business in the ordinary course and to not engage in certain kinds of material transactions prior to closing. In addition, the Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, in connection with a change in the recommendation of INDUS’ Board of Directors to enter into an agreement for a Superior Proposal (as defined in the Merger Agreement). As a result, INDUS cannot assure you that the Merger will be completed, even if its stockholders approve the Merger, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected timeframe.

INDUS may not complete the proposed Merger within the timeframe anticipated or at all, which could have an adverse effect on our business, financial results and/or operations.

The proposed Merger may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which may be beyond INDUS’ control. If the Merger is not completed for any reason, including as a result of the stockholders failing to adopt the Merger Agreement, INDUS stockholders will not receive any payment for their shares of INDUS common stock in connection with the Merger. Instead, INDUS will remain a public company, its common stock will continue to be listed and traded on The Nasdaq Stock Market and registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and INDUS will be required to continue to file periodic reports with the SEC. Moreover, INDUS’ ongoing business may be materially adversely affected, and the Company would be subject to a number of risks, including the following:

13

Table of Contents

If the Merger is not consummated, the risks described above may materialize, and they may have a material adverse effect on INDUS’ business operations, financial results and stock price, particularly to the extent that the current market price of INDUS common stock reflects an assumption that the Merger will be completed.

INDUS will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with tenants and other third-party business partners.

The Company’s efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, the business, which may materially adversely affect results of operation and the business. Uncertainty as to whether the Merger will be completed may affect INDUS’ ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the Merger is pending because employees may experience uncertainty about their roles following the Merger. As mentioned above, a substantial amount of INDUS’ management’s and employees’ attention is being directed toward the completion of the Merger and thus is being diverted from its day-to-day operations. Uncertainty as to the future could adversely affect INDUS’ business and its relationship with tenants and potential tenants. For example, tenants and other third parties may defer decisions concerning working with INDUS, or seek to change existing business relationships with INDUS. Changes to or termination of existing business relationships could adversely affect the Company’s revenue, earnings and financial condition, as well as the market price of INDUS common stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

In certain instances, the Merger Agreement requires INDUS to pay a termination fee to Parent, which could affect the decisions of a third party considering making an alternative acquisition proposal.

In certain specified circumstances further described in the Merger Agreement, in connection with the termination of the Merger Agreement, the Company will be required to pay Parent a termination fee of $24.4 million (the “Company Termination Payment”), including if Parent terminates the Merger Agreement after the Company Board changes its recommendation to the stockholders or if the Company terminates the Merger Agreement to enter into an alternative

14

Table of Contents

acquisition agreement with respect to a Superior Proposal. This payment could affect the structure, pricing and terms proposed by a third party seeking to acquire or merge with INDUS and could discourage a third party from making a competing acquisition proposal or inquiry, including a proposal that would be more favorable to INDUS’ stockholders than the Merger. For these and other reasons, termination of the Merger Agreement could materially and adversely affect business operations and financial results, which in turn would materially and adversely affect the price of INDUS common stock.

INDUS may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the proposed Merger, then that injunction may delay or prevent the proposed Merger from being completed, which may adversely affect INDUS’ business, financial position and results of operation.

Risks Related to INDUS’ Business and Properties

INDUS’ real estate portfolio is concentrated in the industrial real estate sector, and its business would be adversely affected by an economic downturn in that sector.

As of December 31, 2022, INDUS’ investments in real estate are concentrated in the industrial/logistics space. This level of concentration exposes INDUS to the risk of economic downturns in the industrial real estate sector to a greater extent than if its properties were more diversified across other sectors of the real estate industry. In particular, an economic downturn affecting the leasing market for industrial properties could have a material adverse effect on INDUS’ results of operations, cash flows, financial condition, ability to satisfy debt obligations and ability to pay dividends to stockholders.

INDUS’ real estate portfolio is geographically concentrated, which causes it to be especially susceptible to adverse developments in those markets.

In addition to general, regional, national and international economic conditions, INDUS’ operating performance is impacted by the economic conditions of the specific geographic markets in which it has concentrations of properties. The portfolio includes holdings in Connecticut, the Lehigh Valley of Pennsylvania, the greater Charlotte, North Carolina area, Central and Southern Florida and the greater Charleston, South Carolina area. The company also expects to enter the Nashville, Tennessee and Greenville-Spartanburg, South Carolina markets in 2023. This geographic concentration could adversely affect INDUS’ operating performance if conditions become less favorable in any of the states or regions in which it has a concentration of properties. It is possible that some or all of its markets will not grow or that underlying real estate fundamentals will not be favorable to owners and operators of properties. INDUS’ operations may also be adversely affected if competing properties are built in its target markets. The construction of new facilities by competitors would increase capacity in the marketplace, and an increase in the amount of vacancies in competitors’ properties and negative absorption of space could result in INDUS experiencing longer times to lease vacant space, eroding lease rates or hindering renewals by existing tenants. Any adverse economic or real estate developments in INDUS’ target markets, or any decrease in demand for industrial space resulting from the regulatory environment, business climate or energy or fiscal problems in these markets, could materially and adversely impact INDUS’ results of operations, cash flows, financial condition, ability to satisfy debt obligations and ability to pay dividends to stockholders.

15

Table of Contents

INDUS’ ability to grow its portfolio partially depends on its ability to develop properties, which may suffer under certain circumstances.

INDUS intends to continue to develop properties when warranted by its assessment of market conditions. INDUS’ general construction and development activities include the risks that:

​

We have owned many of our properties for a limited time, and we may not be aware of characteristics or deficiencies involving any one or all of them.

Of the properties in our portfolio at December 31, 2022, 12 buildings totaling approximately 1.7 million rentable square feet have been acquired in the past five years. These properties may have characteristics or deficiencies unknown to us that could affect their valuation or revenue potential and such properties may not ultimately perform up to our expectations. We cannot give assurance that the operating performance of the properties will not decline under our
management.

The actual initial full year stabilized cash net operating income yields from INDUS’ planned development and acquisition activities may not be consistent with the underwritten stabilized Cash NOI yield ranges set forth in INDUS’ other public disclosures.

As a part of INDUS’ standard development and acquisition underwriting process, INDUS analyzes the targeted initial full year stabilized Cash NOI yield for each development project and acquisition target and establishes a range of initial full year stabilized Cash NOI yields, which it refers to as “underwritten stabilized Cash NOI yields.” Underwritten stabilized Cash NOI yields are calculated as a development project’s or acquisition’s initial full year stabilized Cash NOI as a percentage of its estimated total investment, including costs to stabilize the buildings to 95% occupancy (other than in connection with build-to-suit development projects and single tenant properties which use an assumption of 100% occupancy). INDUS calculates the targeted initial full year stabilized Cash NOI by subtracting the development project’s or acquisition’s estimated initial full year stabilized operating expenses, real estate taxes and non-cash rental revenue,

16

Table of Contents

including straight-line rents (before interest expense, income taxes, if any, and depreciation and amortization), from its estimated initial full year stabilized rental revenue.

INDUS cautions you not to place undue reliance on the underwritten stabilized Cash NOI yield ranges for its planned development and acquisition activities because they are based solely on INDUS’ estimates, using data available to it in its development and acquisition underwriting processes. INDUS’ total cost to complete a development project or acquisition may differ substantially from its estimates due to various factors, including unanticipated expenses, delays in the estimated start and/or completion date of planned development projects, effects of the COVID-19 pandemic and other contingencies. In addition, INDUS’ actual initial full year stabilized Cash NOI from its planned development and acquisition activities may differ substantially from its estimates based on numerous other factors, including delays and/or difficulties in leasing and stabilizing a development project or acquisition, failure to obtain estimated occupancy and rental rates, inability to collect anticipated rental revenues, tenant bankruptcies and unanticipated expenses of the development project or acquisition that INDUS cannot pass on to its tenants. It is possible that that the actual initial full year stabilized Cash NOI yield from INDUS’ planned development and acquisition activities will not be consistent with the underwritten stabilized Cash NOI yield ranges set forth in INDUS’ other public disclosures.

INDUS’ ability to achieve growth in its portfolio partially depends in part on INDUS’ ability to acquire properties, which may suffer under certain circumstances.

INDUS acquires individual properties and, in the future, may continue to acquire individual properties or portfolios of properties. INDUS’ acquisition activities and their success are generally subject to the following risks:

INDUS may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a liability were asserted against INDUS based upon ownership of those properties, INDUS might have to pay substantial sums to settle the liabilities, which could adversely affect its cash flow and financial position.

INDUS may be unable to complete development projects on advantageous terms.

As part of its business, INDUS develops new properties and relies on contractors and builders to complete contracts related to the building and land improvement under construction. Contractors and builders may experience subcontractor disputes, strikes, labor disputes or supply chain disruptions. Contractors may also experience financial distress, become bankrupt or otherwise fail to complete the contract. Operational or financial difficulties of contractors and builders may result in developments that are behind schedule, not within budget or not completed on the agreed upon terms, or at all.  

​

INDUS has experienced and may in the future experience increased operating costs, which could adversely affect its results of operations.

INDUS’ properties are subject to increases in operating expenses such as real estate taxes, fuel, utilities, labor, repairs and maintenance, building materials and insurance, some of which have been and may continue to be impacted by the COVID-19 pandemic. While many of INDUS’ current tenants generally are obligated to pay a significant portion

17

Table of Contents

of these costs, it is possible that existing or new tenants will not agree to, or make, these payments. As operating expenses increase, including as a result of increased inflation rates, INDUS may not be able to pass these costs on to its tenants and, therefore, any increases could have an adverse effect on INDUS’ results of operations and cash flow. Additionally, increases in operating expenses may impact rental rates as tenants’ total cost of occupancy would increase and, thereby, may limit rent growth for the Company. For space that has remained or remains unleased, INDUS has incurred, and will continue to incur, all of the building’s operating costs for the space without reimbursements from tenants.

INDUS relies on third-party managers for day-to-day property maintenance of certain of its properties.

INDUS relies on local third-party managers to oversee the day-to-day maintenance of its properties in the Lehigh Valley of Pennsylvania, the greater Charlotte, North Carolina area, Central and Southern Florida and the greater Charleston, South Carolina area. To the extent that INDUS uses a third-party for property maintenance, the cash flows from its Lehigh Valley, greater Charlotte area, Central and Southern Florida and greater Charleston, South Carolina area properties may be adversely affected if the third-party fails to provide quality services. These third-parties may fail to manage INDUS’ properties effectively or in accordance with their agreements with INDUS, may be negligent in their performance and may engage in criminal or fraudulent activity. If any of these events occur, INDUS could incur losses or face liabilities from the loss or injury to its property or to persons at its properties. In addition, disputes may arise between INDUS and these third-parties, and INDUS may incur significant expenses to resolve those disputes, or terminate the relevant agreement with these third-parties and locate and engage competent and cost-effective alternative service providers to manage the relevant properties. Additionally, third-parties may manage and own other properties that may compete with INDUS’ properties, which may result in conflicts of interest and decisions regarding the operation of INDUS’ properties that are not in INDUS’ best interests. INDUS has and likely will continue to rely on third-parties in any new markets it enters through its acquisition activities.

Unfavorable events affecting INDUS’ existing and potential tenants and its properties, or negative market conditions that may affect INDUS’ existing and potential tenants, could have an adverse impact on INDUS’ ability to attract new tenants, re-let space, collect rent and renew leases, and thus could have a negative effect on INDUS’ results of operations and cash flow.

INDUS’ results of operations and cash flows depend on its ability to lease space to tenants on economically favorable terms. Therefore, INDUS has and could in the future be adversely affected by various factors and events over which INDUS has limited control, such as:

INDUS’ tenants have and may in the future be unable to pay rent due to INDUS. INDUS may be forced to evict the tenant, or engage in other remedies, which may be expensive and time consuming and may adversely affect INDUS’ results of operation and cash flows.

If INDUS’ tenants do not renew their leases as they expire, INDUS may not be able to re-lease the space. Furthermore, leases that are renewed, or new leases for space that is re-let, may have terms that are less economically favorable to INDUS than current lease terms, or may require INDUS to incur significant costs, such as for renovations, tenant improvements or lease transaction costs.

18

Table of Contents

Any of these events could adversely affect INDUS’ results of operations and cash flows and its ability to make dividend payments and service its indebtedness.

A significant portion of INDUS’ costs, such as real estate taxes, insurance costs, and debt service payments, are fixed, which means that they generally are not reduced when circumstances cause a decrease in cash flow from its properties.

Declining real estate valuations and any related impairment charges could materially adversely affect INDUS’ financial condition, results of operations, cash flows, ability to satisfy debt obligations and ability to pay dividends on, and the per share trading price of, its common stock.

INDUS reviews the carrying value of its properties when circumstances, such as adverse market conditions, indicate a potential impairment may exist. INDUS bases its review on an estimate of the future cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition on an undiscounted basis. INDUS considers factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. With respect to undeveloped land, INDUS evaluates the cash flow to be generated from the potential use or sale of such land as compared to the costs, including entitlement and infrastructure costs for the intended use or costs required to prepare the land for sale. If INDUS’ evaluation indicates that it may be unable to recover the carrying value of a real estate investment, an impairment loss would be recorded to the extent that the carrying value exceeds the estimated fair value of the property.

Impairment losses have a direct impact on INDUS’ results of operations because recording an impairment loss results in an immediate negative adjustment to INDUS’ operating results. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A worsening real estate market may cause INDUS to reevaluate the assumptions used in its impairment analysis. Impairment charges could materially adversely affect INDUS’ financial condition, results of operations, cash flows and ability to pay dividends on, and the per share trading price of, its common stock.

INDUS’ use of debt financing could have a material adverse effect on its financial condition.

INDUS is subject to the risks normally associated with debt financing, including the risk that INDUS would have insufficient cash flow from operations for payments of required principal and interest on these loans. If INDUS was unable to make the payments and was to default, property collateralizing the debt could be foreclosed upon, and INDUS’ financial condition and results of operations would be adversely affected. Our indebtedness could have other important consequences to us, including:

19

Table of Contents

In addition, we may be able to incur additional indebtedness in the future. To the extent we incur additional indebtedness, the risks associated with our existing debt described above would increase.

Recent macroeconomic trends, including inflation and rising interest rates, may adversely affect our business, financial condition and results of operations.

During the year ended December 31, 2022, inflation in the United States accelerated and is currently expected to continue at an elevated level in the near-term. Beginning in 2022, in an effort to combat inflation and restore price stability, the Federal Reserve significantly raised its benchmark federal funds rate, which led to increases in interest rates in the credit markets. The Federal Reserve may continue to raise the federal funds rate, which will likely lead to higher interest rates in the credit markets and the possibility of slowing economic growth and/or a recession. Additionally, U.S. government policies implemented to address inflation, including actions by the Federal Reserve to increase interest rates, could negatively impact consumer spending, our tenants’ businesses, and/or future demand for industrial space.

Rising inflation could also have an adverse impact on our financing costs (including our secured credit facility or refinancing of existing debt at higher interest rates), and general and administrative expenses and property operating expenses, as these costs could increase at a rate higher than our rental and other revenue. To the extent our exposure to increases in interest rates is not eliminated through interest rate swaps or other protection agreements, such increases may also result in higher debt service costs, which will adversely affect our cash flows. Historically, during periods of increasing interest rates, real estate valuations have generally decreased due to rising capitalization rates, which tend to move directionally with interest rates. Consequently, prolonged periods of higher interest rates may negatively impact the valuation of our real estate assets and could result in the decline of the market price of our common stock, which may adversely impact our ability and willingness to raise equity capital on favorable terms, including through our at the market (“ATM”) common stock offering program. Although the extent of any prolonged periods of higher interest rates remains unknown at this time, negative impacts to our cost of capital may adversely affect our future business plans and growth, at least in the near term.

INDUS’ use of financing arrangements that include balloon payment obligations could have a material adverse effect on its financial condition.

All of INDUS’ nonrecourse mortgage loans and its Delayed Draw Term Loan Facility (the “DDTL Facility”) as of December 31, 2022 require a lump-sum or “balloon” payment at maturity. INDUS’ ability to make a balloon payment at maturity may be uncertain and may depend upon its ability to obtain additional financing. At the time the balloon payment is due, INDUS may or may not be able to refinance the balloon payment on terms as favorable as the original mortgage terms. If INDUS were to be unable to refinance the balloon payment, then it may be forced to sell the property or pay the balloon payment using its existing cash on hand or other liquidity sources, or the property could be foreclosed. Any balloon payments that INDUS makes out of its existing cash or liquidity may have a material adverse effect on its financial condition and leave it with insufficient cash to invest in other properties, pay dividends to stockholders or meet its other obligations.

INDUS’ failure to effectively hedge against interest rate fluctuation could have a material adverse effect on its financial condition.

INDUS has entered into several interest rate swap agreements to hedge its interest rate exposures related to its variable rate nonrecourse mortgages on certain of its buildings and its DDTL Facility. These agreements have costs and involve the risks that these arrangements may not be effective in reducing INDUS’ exposure to interest rate fluctuations and that a court could rule that such agreements are not legally enforceable. The failure to hedge effectively against interest rate fluctuations may have a material adverse effect on INDUS’ results of operations if interest rates were to rise materially. Additionally, any settlement charges incurred to terminate an interest rate swap agreement may result in increased interest expense, which may also have an adverse effect on INDUS’ results of operations.

INDUS may suffer adverse effects as a result of the terms of and covenants relating to its credit facilities.

INDUS’ continued ability to borrow under its $150 million DDTL Facility and its $100 million revolving credit facility is subject to compliance with certain financial and other covenants. These covenants may limit INDUS’ operations and failure to comply with such covenants under any of its credit facilities could cause a default under such

20

Table of Contents

credit facility, and INDUS may then be required to repay amounts outstanding, if any, under such facility with capital from other sources. Under those circumstances, other sources of capital may not be available to INDUS, or may be available only on unattractive terms.

Debt financing may not be available and equity issuances could be dilutive to shareholders.

INDUS depends on access to various forms of debt financing, which it expects will increasingly take the form of unsecured lines of credit, term loans and other secured and unsecured debt. Debt financing may not be available over a sufficient term or in sufficient amounts or at favorable terms necessary to execute INDUS’ business strategy. If INDUS issues additional equity securities instead of debt to manage capital requirements, the interests of existing shareholders would be diluted.

INDUS relies on key personnel.

INDUS’ success depends to a significant degree upon the contribution of certain executive officers and members of senior management. The loss of service from certain executive officers or senior management could adversely impact INDUS’ operating results and cash flow. INDUS’ ability to retain its senior management group or attract suitable replacements should any members of the senior management group leave is dependent on the competitive nature of the employment market. INDUS has not obtained and does not expect to obtain key person life insurance on any of its key personnel.

Inflation and related volatility in the economy could negatively impact our tenants, our results of operations and the value of our publicly-traded equity securities.

Inflation in the United States accelerated rapidly in 2022 and is expected to continue at an elevated level in the near-term. Inflation and its related impacts, including increased prices for services and goods and higher interest rates and wages, and any fiscal or other policy interventions by the U.S. government in reaction to such events, could negatively impact our tenants’ businesses or our results of operations. Most of our leases require the tenants to pay their pro rata share of operating expenses, including real estate taxes, insurance and common area maintenance, although a limited number of tenants have capped the amount of these operating expenses they are responsible for under their lease. As a result, we believe that most of our leases mitigate our exposure to increases in costs and operating expenses resulting from inflation. However, there can be no assurance that our tenants would be able to absorb these expense increases and be able to continue to pay us their portion of operating expenses, capital expenditures and rent. In addition, while most of our leases provide for scheduled rent increases, high levels of inflation could outpace these increases. As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to shareholders could be adversely affected over time. There is no guarantee that we will be able to mitigate the effects of inflation and related impacts, and the duration and extent of any prolonged periods of inflation, and any related adverse effects on our results of operations and financial condition, remain unknown at this time.

The COVID-19 pandemic has caused and could continue to cause disruptions to INDUS’ business, and its financial condition, results of operations or stock price may be adversely impacted by the COVID-19 pandemic.

INDUS has directly experienced, and may continue to experience, disruptions and other impacts to its business as a result of the ongoing pandemic and actions taken to mitigate its effects, including, without limitation:

21

Table of Contents

These and other factors may continue to impact INDUS, including, without limitation, by delaying or preventing INDUS from completing current or planned development projects, or monetizing our current or future real estate assets; reducing INDUS’ ability to lease vacant space, and restricting INDUS’ ability to travel to, locate and execute on acquisitions or enter new markets. There may be similar disruptions and adverse impacts to INDUS’ business in the event of future pandemics or other public health crises.

Risks Related to the Real Estate Industry

Changing or adverse political and economic conditions, credit markets or other events may impact INDUS’ results of operations and financial condition.

INDUS’ real estate business may be affected by market conditions, political and economic uncertainty experienced by the U.S. economy as a whole, conditions in the credit markets, by local economic conditions in the markets in which its properties are located or by other global and domestic events, such as the COVID-19 pandemic and the current conflict between Russia and Ukraine. Such conditions may impact INDUS’ results of operations, financial condition or ability to expand its operations and pay dividends to stockholders as a result of the following:

An increase in interest rates could adversely impact INDUS’ ability to refinance existing debt or to finance new developments and acquisitions.

Rising interest rates could limit INDUS’ ability to refinance existing debt on favorable terms, or at all, when it matures. As interest rates increase, so will INDUS’ variable interest costs, if any, as well as the cost of any fixed debt INDUS may seek, which would adversely affect INDUS’ cash flow and could affect INDUS’ ability to pay principal and interest on its debt.

From time to time, INDUS enters into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. These agreements, which are intended to lessen the impact of rising interest rates on

22

Table of Contents

INDUS, expose INDUS to the risks that the other parties to the agreements might not perform, or that INDUS could incur significant costs associated with the settlement of the agreements, or that the agreements might be unenforceable and the underlying transactions would fail to qualify as highly-effective cash flow hedges under relevant accounting guidance.

In addition, an increase in interest rates could decrease the amounts third parties are willing to lend to INDUS for use towards potential acquisitions or development costs, thereby limiting its ability to grow its property portfolio.

INDUS may not be able to compete successfully with other entities that operate in its industry.

The market for leasing industrial/logistics space is highly competitive. INDUS competes for tenants with owners of numerous properties in the areas where INDUS’ buildings are located. Some of INDUS’ competitors for tenants have greater financial resources than INDUS and may be able to offer prospective tenants more attractive financial or other terms than INDUS is able to offer and may be able to accept more risk related to the creditworthiness of tenants. INDUS’ competes for tenants on the bases of location, price, availability of space, convenience and amenities.

There is a great amount of competition for the acquisition of industrial/logistics buildings and for the acquisition of undeveloped land for construction of such buildings. INDUS competes for the acquisition of industrial/logistics properties with other REITs, institutional investors, such as pension funds, private real estate investment funds, insurance company investment accounts, public and private investment companies, individuals and other entities engaged in real estate investment activities. Some of these competitors have greater financial resources than INDUS, and may be able to accept more risk, including risk related to the degree of leverage they may be willing to take on and risk related to acquiring properties that are not substantially leased. Competitors for acquisitions may also have advantages from a lower cost of capital or greater operating efficiencies associated with being a larger entity.

INDUS has experienced and may continue to experience increased costs or delays in the supply of raw materials, labor and energy, which could adversely affect its operations.

INDUS has experienced increases in the costs of materials, labor and energy, as well as disruption in the supply of certain raw materials and key construction inputs. INDUS’ construction activities and maintenance of its current portfolio could be adversely affected by continued or future increases in raw materials, labor or energy costs or disruption of these supply chains, including, without limitation, as a result of the COVID-19 pandemic. An increase in the cost of building new facilities could negatively impact INDUS’ future operating results through increased depreciation expense. An increase in construction costs would also require increased investment in INDUS’ real estate assets, which may lower the return on investment in new facilities. The lack of availability of raw materials and labor has impacted and could continue to impact INDUS, resulting in higher construction costs as a result of increases in wage rates and delay construction of new facilities or the completion of tenant related work delaying rent commencement dates. Furthermore, as petroleum and other energy costs increase, including in connection with the current conflict between Russian and Ukraine, products used in the construction of INDUS’ facilities, such as steel, masonry, asphalt, cement, roofing and building products may increase. Additionally, government international trade policies, including implementation of or changes in tariffs, could impact the cost of products used in INDUS’ facilities. An increase in energy costs could increase INDUS’ building operating expenses and thereby lower INDUS’ operating results.

Real estate investments are illiquid, and INDUS may not be able to sell its properties when INDUS determines it is appropriate to do so.

Real estate properties are not as liquid as other types of investments and this lack of liquidity could limit INDUS’ ability to react promptly to changes in economic, financial, investment or other conditions, such as the COVID-19 pandemic. In addition, provisions of the Internal Revenue Code of 1986, as amended (the “Code”), provide for the ability to exchange “like-kind” property to defer income taxes related to a gain on sale of real property (“1031 Like-Kind Exchange”). The illiquidity of real estate properties may limit INDUS’ ability to find a replacement property to effectuate an exchange.

Potential environmental liabilities could result in substantial costs.

Under federal, state and local environmental laws, ordinances and regulations, INDUS may be required to investigate and clean up the effects of releases of hazardous substances or petroleum products at its properties because of

23

Table of Contents

its current or past ownership or operation of the real estate. If previously unidentified environmental problems arise, INDUS may have to make substantial payments, which could adversely affect its cash flow. As an owner or operator of properties, INDUS may have to pay for investigation and clean-up costs incurred in connection with a contamination. The law typically imposes cleanup responsibility and liability regardless of whether the owner or operator knew of or caused the contamination. Changes in environmental regulations may impact the development potential of INDUS’ undeveloped land or could increase operating costs due to the cost of complying with new regulations.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require INDUS to make expenditures that adversely impact INDUS’ operating results.

All of INDUS’ properties are required to comply with the Americans with Disabilities Act ("ADA"). The ADA generally requires that places of public accommodation comply with federal requirements related to access and use by people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in the imposition of fines by the U.S. government or an award of damages to private litigants, or both. Expenditures related to complying with the provisions of the ADA could adversely affect INDUS’ results of operations and financial condition. In addition, INDUS is required to operate its properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may continue to be adopted by governmental agencies and bodies and become applicable to INDUS’ properties. INDUS has made and may continue to be required to make substantial capital expenditures to comply with those requirements and these expenditures could have a material adverse effect on INDUS’ operating results and financial condition and INDUS’ ability to satisfy debt obligations and issue dividends to stockholders.

Governmental regulations and control could adversely affect INDUS’ real estate development activities.

​

INDUS’ operations are subject to governmental regulations that affect real estate development, such as local zoning ordinances, wetlands restrictions, storm water regulations and open space preservation initiatives. Any changes in regulations regarding these matters may impact the ability of INDUS to develop its properties or increase INDUS’ costs of development. Subdivision and other residential development may also be affected by the potential adoption of initiatives meant to limit or concentrate residential growth. Commercial and industrial development activities of INDUS’ undeveloped land may also be affected by traffic considerations, potential environmental issues, community opposition and other restrictions to development imposed by governmental agencies.

Uninsured losses or a loss in excess of insured limits could adversely affect INDUS’ business, results of operations and financial condition.

INDUS carries comprehensive insurance coverage, including property, liability, terrorism and loss of rental revenue. The insurance coverage contains policy specifications and insured limits. However, there are certain losses that are not generally insured against or that are not fully insured against. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of INDUS’ properties, INDUS could experience a significant loss of capital invested in and potential revenue from the properties affected.

Information technology (“IT”) security breaches and other incidents at INDUS or third parties could disrupt INDUS’ operations, compromise confidential information maintained by INDUS, and damage INDUS’ reputation, all of which could negatively impact INDUS’ business, results of operations and the per share trading price of its common stock.

As part of INDUS’ normal business activities, it uses IT and other computer resources to carry out important operational activities and to maintain its business records. INDUS’ computer systems, including its backup systems, and those of third parties it relies on, are subject to interruption or damage from power outages, computer and telecommunications failures, computer viruses, security breaches (including through misuse, cyber-attack, ransomware and data theft), usage errors and catastrophic events, such as fires, floods, tornadoes and hurricanes. If INDUS’ computer systems and its backup systems, or those of third parties it relies on, are compromised, degraded, damaged or breached, or otherwise cease to function properly, INDUS could suffer interruptions in its operations or unintentionally allow misappropriation of proprietary or confidential information, which could damage its reputation and require INDUS to incur significant costs of remediation and compliance and expose INDUS to material legal claims and liability by private litigants and regulatory agencies. It is possible that the security efforts and measures INDUS has implemented will not be effective or that attempted security breaches or disruptions will be successful or damaging. INDUS’ measures to

24

Table of Contents

prevent, detect and mitigate cyber threats, may not be successful in preventing a data breach or limiting the effects of a breach. Furthermore, the security measures employed by third-party service providers may prove to be ineffective at preventing breaches of their systems. INDUS expects the frequency and intensity of cyberattacks to escalate in the future, particularly as threat actors become more sophisticated, for example, by deploying tools and techniques that are specifically designed to circumvent controls, to evade detection, and even to remove or obfuscate forensic evidence, all of which impedes its ability to detect, identify, investigate and remediate against cyberattacks. While we carry insurance related to cybersecurity events, our policies may not cover all of the costs and liabilities that could be incurred as the result of cyberattack or other security incident.

​

INDUS is exposed to the potential impacts of natural disasters, as well as future climate change and climate-change related risks.

There are inherent climate-related risks wherever business is conducted. Various meteorological phenomena and extreme weather events (including, but not limited to, storms, flooding, drought, wildfire, and extreme temperatures) may disrupt INDUS’ operations or those of INDUS’ customers and suppliers, require INDUS to incur additional operating or capital expenditures, reduce the demand for properties located in certain areas, or otherwise adversely impact INDUS’ business, financial condition, or results of operations. Climate change may impact the frequency and/or intensity of such events, as well as contribute to chronic changes in the physical environment (such as rising sea-levels or changes in ambient temperature and precipitation patterns) that may also adversely impact INDUS’ business and operations. Additionally, to the extent catastrophic events increase, it may adversely impact the availability or cost of insurance. While INDUS may take various actions to mitigate business risks associated with climate change, this may require INDUS to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks.

Additionally, INDUS’ business is exposed to risks associated with societal efforts to mitigate or otherwise respond to climate change, including but not limited to regulatory developments and changes in market demand. For example, as a real estate owner and developer, INDUS may be adversely impacted in the future by stricter energy efficiency standards for buildings. INDUS may be required to make improvements to its existing properties to meet such standards and the costs to meet these standards may increase INDUS’ costs for new construction. Similarly, some state and local governments have adopted, or considered adopting, restrictions on water use or GHG emissions. As a separate example, the SEC has proposed rules that would require companies to provide significantly expanded climate-related disclosures in their periodic reporting, which may require INDUS to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on INDUS’ management and board of directors.

The increasing focus on environmental sustainability and social initiatives could increase our costs, harm our reputation and adversely impact our financial results.

There has been increasing public focus by various stakeholders on a variety of environmental, social and governance (“ESG”) and other sustainability matters. Expectations regarding voluntary ESG initiatives and disclosures may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain offerings, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.

We experience pressure to make commitments relating to sustainability matters that affect us, including the design and implementation of specific risk mitigation strategic initiatives relating to sustainability. We may not agree that such initiatives will be appropriate for our business, and we may not be able to implement such initiatives because of potential costs or technical or operational obstacles, which may adversely impact our reputation or business relation with impacted customers or suppliers. To the extent we do adopt, or expand, certain voluntary ESG initiatives (such as voluntary disclosures, policies, or goals, among others), it may require us to expend additional resources to implement or to forego certain business opportunities in order to comply. By contrast, any failure, or perceived failure, to conform to such policies could have an adverse impact on our reputation and business activities. There can also be no guarantee that our ESG initiatives will have the desired effect. Expectations around company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. For example, we may ultimately be unable to complete certain initiatives or targets, either on the timelines initially announced or at all, due to technological, cost,

25

Table of Contents

or other constraints, which may be within or outside of our control. Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. Even if this is not the case, our current actions may subsequently be determined to be insufficient by various stakeholders, and we may be subject to investor or regulator engagement on our ESG initiatives and disclosures, even if such initiatives are currently voluntary.

If we are not effective in addressing, or are perceived to not sufficiently address, environmental, social and other sustainability matters affecting our business, or setting and meeting relevant sustainability goals, our reputation may suffer. Certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to assess companies’ ESG profiles in making investment or voting decisions. Unfavorable ESG ratings could lead to increased negative investor sentiment towards us, which could negatively impact our share price as well as our access to and cost of capital. To the extent ESG matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations. In addition, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters. This and other stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Additionally, many of our customers and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

INDUS’ properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of INDUS’ properties could require INDUS to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose INDUS to liability from its tenants, employees of its tenants or others if property damage or personal injury is alleged to have occurred.

Risks Related to INDUS’ Organization and Structure

Conflicts of interest exist or could arise in the future with INDUS RT, LP or its partners.

Conflicts of interest exist or could arise in the future as a result of the relationships between the Company and its affiliates, on the one hand, and INDUS RT, LP or any partner thereof, on the other. The Company’s directors and officers have duties to the Company under applicable Maryland law in connection with their direction of the management of the Company. At the same time, the Company, as general partner of INDUS RT, LP, has duties to INDUS RT, LP and to the limited partners under Maryland law in connection with the management of INDUS RT, LP. Under Maryland law, the general partner of a Maryland limited partnership has fiduciary duties of care and loyalty, and an obligation of good faith, to the partnership and its partners. While these duties and obligations cannot be eliminated entirely in the limited partnership agreement, Maryland law permits the parties to a limited partnership agreement to specify certain types or categories of activities that do not violate the general partner’s duty of loyalty and to modify the duty of care and obligation of good faith, so long as such modifications are not unreasonable. These duties as general partner of INDUS RT, LP to the partnership and its partners may come into conflict with the interests of the Company. Under the Limited Partnership Agreement, the limited partners of INDUS RT, LP expressly agree that the general partner of INDUS RT, LP is acting for the benefit of INDUS RT, LP, the limited partners of INDUS RT, LP and the Company’s stockholders, collectively. The general partner is under no obligation to give priority to the separate interests of the limited partners in deciding whether to cause INDUS RT, LP to take or decline to take any actions. If there is a conflict between the interests of the Company or the Company’s stockholders, on the one hand, and the interests of the limited partners of INDUS RT, LP, on the other, the Limited Partnership Agreement provides that any action or failure to act by the general partner that gives priority to the separate interests of the Company or the Company’s stockholders that does not result in a violation of the contractual rights of the limited partners of INDUS RT, LP under the Limited Partnership Agreement will not violate the duties that the general partner owes to INDUS RT, LP and its partners.

26

Table of Contents

Additionally, the Limited Partnership Agreement provides that the Company generally will not be liable to INDUS RT, LP or any partner for any action or omission taken in the Company’s capacity as general partner, for the debts or liabilities of INDUS RT, LP or for the obligations of INDUS RT, LP under the Limited Partnership Agreement, except for liability for the Company’s fraud, willful misconduct or gross negligence, pursuant to any express indemnity the Company may give to INDUS RT, LP or in connection with a redemption. INDUS RT, LP must indemnify the Company, the Company’s directors and officers, officers of INDUS RT, LP and the Company’s designees from and against any and all claims that relate to the operations of INDUS RT, LP, unless (1) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the person actually received an improper personal benefit in violation or breach of the Limited Partnership Agreement or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. INDUS RT, LP must also pay or reimburse the reasonable expenses of any such person in advance of a final disposition of the proceeding upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. INDUS RT, LP is not required to indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without the Company’s approval (except for any proceeding brought to enforce such person’s right to indemnification under the Limited Partnership Agreement) or if the person is found to be liable to INDUS RT, LP on any portion of any claim in the action.

No reported decision of a Maryland appellate court has interpreted provisions that are similar to the provisions of the Limited Partnership Agreement that modify the fiduciary duties of the general partner of INDUS RT, LP, and the Company has not obtained an opinion of counsel regarding the enforceability of the provisions of the Limited Partnership Agreement that purport to waive or modify the fiduciary duties and obligations of the general partner of INDUS RT, LP.

INDUS’ rights and the rights of INDUS stockholders to take action against its directors and officers are limited.

Maryland law provides that a director has no liability in the capacity as a director if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in the company’s best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. As permitted by Maryland law, INDUS’ charter limits the liability of its directors and officers to the Company and its stockholders for money damages, except for liability resulting from:

In addition, INDUS’ charter requires it to indemnify its directors and officers for actions taken by them in those capacities and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding to the maximum extent permitted by Maryland law, and INDUS has entered into indemnification agreements with its directors and executive officers. As a result, INDUS and its stockholders may have more limited rights against its directors and officers than might otherwise exist under common law. Accordingly, in the event that any of INDUS’ directors or officers are exculpated from, or indemnified against, liability but whose actions impede the Company’s performance, INDUS’ stockholders’ ability to recover damages from that director or officer will be limited.

INDUS’ charter and bylaws contain provisions that may delay, defer or prevent an acquisition of its common stock or a change in control.

INDUS’ charter and bylaws contain a number of provisions, the exercise or existence of which could delay, defer or prevent a transaction or a change in control that might involve a premium price for its stockholders or otherwise be in their best interests, including the following:

27

Table of Contents

INDUS’ charter contains restrictions on the ownership and transfer of its stock.

In order for INDUS to qualify as a REIT, no more than 50% of the value of outstanding shares of its stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year other than the first year for which INDUS elects to be taxed as a REIT. Subject to certain exceptions, INDUS’ charter prohibits any stockholder from owning, beneficially or constructively, more than 5.5% in value or in number of shares, whichever is more restrictive, of the outstanding shares of its common stock, or 5.5% in value of the aggregate of the outstanding shares of all classes or series of our stock. INDUS refers to these restrictions collectively as the “ownership limits.” The beneficial and constructive ownership rules under the Code are complex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed to be beneficially or constructively owned by one individual or entity. As a result, the acquisition of less than 5.5% of INDUS’ outstanding common stock or the outstanding shares of all classes or series of INDUS’ stock by an individual or entity could cause that individual or entity or another individual or entity to own beneficially or constructively in excess of the relevant ownership limits. INDUS’ charter also prohibits any person from owning shares of INDUS’ stock that could result in INDUS being “closely held” under Section 856(h) of the Code or otherwise cause INDUS to fail to qualify as a REIT. Any attempt to own or transfer shares of INDUS’ common stock or of any of INDUS’ other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void. These ownership limits may prevent a third-party from acquiring control of INDUS if INDUS’ Board does not grant an exemption from the ownership limits, even if INDUS’ stockholders believe the change in control is in their best interests. Although it is under no continuing obligation to do so, INDUS’ Board intends to grant some limited exemptions from the ownership limits applicable to certain holders of its common stock, subject to certain initial and ongoing conditions designed to protect INDUS’ status as a REIT, including, if deemed advisable, the receipt of an Internal Revenue Service, or IRS, private letter ruling or an opinion of counsel.

INDUS’ Board has the power to cause the Company to issue additional shares of INDUS stock without stockholder approval.

INDUS’ charter authorizes the Company to issue additional authorized but unissued shares of common or preferred stock. In addition, INDUS’ Board may, without stockholder approval, amend the Company’s charter to increase the aggregate number of INDUS shares of common stock or the number of shares of stock of any class or series that INDUS has the authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, INDUS’ Board may establish a class or series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for the Company’s shares of common stock or otherwise be in the best interests of INDUS’ stockholders.

Certain provisions of Maryland law may limit the ability of a third-party to acquire control of INDUS.

Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of inhibiting a third-party from acquiring INDUS or of impeding a change of control under circumstances that otherwise could provide INDUS’ common stockholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

28

Table of Contents

Pursuant to the Maryland Business Combination Act (the “MBCA”), INDUS’ Board has by resolution exempted from the provisions of the MBCA business combinations between any other person and INDUS. INDUS’ bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions by any person of shares of INDUS stock. There can be no assurance that these exemptions or resolutions will not be amended or eliminated at any time in the future.

Additionally, Title 3, Subtitle 8 of the MGCL permits INDUS’ Board, without stockholder approval and regardless of what is currently provided in INDUS’ charter or bylaws, to implement certain takeover defences, such as a classified board, some of which INDUS does not have.

INDUS’ bylaws designate the Circuit Court for Baltimore City, Maryland, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by INDUS stockholders, which could limit INDUS’ stockholders’ ability to bring a claim in a judicial forum that the stockholders believe is a more favorable judicial forum for disputes with INDUS or its directors, officers or other employees.

INDUS’ bylaws provide that, subject to limited exceptions, the Circuit Court for Baltimore City, Maryland, is the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the MGCL, (b) any derivative action or proceeding brought on INDUS’ behalf, other than actions arising under federal securities laws, (c) any action asserting a claim of breach of any duty owed by any of INDUS’ directors, officers or other employees to INDUS or its stockholders, (d) any action asserting a claim against INDUS or any of its directors, officers or other employees arising pursuant to any provision of the MGCL, INDUS’ charter or its bylaws or (e) any action asserting a claim against INDUS or any of its directors, officers or other employees that is governed by the internal affairs doctrine. This provision may limit a stockholder’s ability to bring a claim in a judicial forum that it believes is more favorable for disputes against INDUS or its directors, officers or employees, which may discourage such lawsuits against INDUS and its directors, officers and other employees.

The concentrated ownership of INDUS common stock by members of the Cullman and Ernst families may limit other INDUS stockholders’ ability to influence INDUS’ corporate and management policies.

Members of the Cullman and Ernst families (the “Cullman and Ernst Group”), which include Michael S. Gamzon, a director and INDUS’ President and Chief Executive Officer and Frederick M. Danziger, a director of INDUS, members of their families and trusts for their benefit, partnerships in which they own substantial interests and charitable foundations on whose boards of directors they sit, owned, directly or indirectly, approximately 21.9% of the outstanding common stock of INDUS as of December 31, 2022. There is an informal understanding that the persons and entities included in the Cullman and Ernst Group will vote together the shares owned by each of them. As a result, the Cullman and Ernst Group may have significant influence over the determination of INDUS’ corporate and management policies.

INDUS’ Board may change its investment and financing policies without stockholder approval and INDUS may become more highly leveraged, which may increase INDUS’ risk of default under its debt obligations.

INDUS’ investment and financing policies are exclusively determined by its Board. Accordingly, INDUS’ stockholders do not control these policies. Further, INDUS’ charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that INDUS may incur. INDUS’ Board may alter or eliminate its current policy on borrowing at any time without stockholder approval. If this policy changed, INDUS could become more highly leveraged which could result in an increase in its debt service. Higher leverage also increases the risk of default on INDUS’ obligations. In addition, a change in INDUS’ investment policies, including the manner in which INDUS allocates its resources across the portfolio or the types of assets in which INDUS seeks to invest, may increase its exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to INDUS’ policies with regard to the foregoing could adversely affect INDUS’ financial condition, results of operations, cash flows and its ability to pay dividends on, and the per share trading price of, its common stock.

29

Table of Contents

Risks Related to INDUS’ REIT Structure

If INDUS fails to remain qualified as a REIT, INDUS would be subject to corporate income taxes and would not be able to deduct distributions to stockholders when computing its taxable income.

INDUS currently operates in a manner that is intended to allow it to qualify as a REIT for federal income tax purposes. However, it is possible that INDUS will not have qualified or will not remain qualified as a REIT. Qualification as a REIT requires INDUS to satisfy numerous requirements established under highly technical and complex sections of the Code, which may change from time to time and for which there are only limited judicial and administrative interpretations and involves the determination of various factual matters and circumstances not entirely within INDUS’ control. If INDUS fails to qualify as a REIT in any taxable year:

As a result of all these factors, INDUS’ failure to continue to qualify as a REIT also could impair its ability to expand its business and raise capital.

In order to remain qualified as a REIT, INDUS must satisfy a number of requirements, including requirements regarding the ownership of its stock, requirements regarding the composition of its assets and requirements regarding the sources of its gross income. Also, INDUS must make distributions to stockholders aggregating annually at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may materially adversely affect INDUS investors, its ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.

Even if INDUS remains qualified as a REIT, it may owe taxes under certain circumstances.

Even if INDUS qualifies as a REIT, it will be subject to certain U.S. federal, state and local taxes on its income and property, including on taxable income that the Company does not distribute to its stockholders, and on net income from certain “prohibited transactions.” In addition, if INDUS fails to qualify as a REIT but nevertheless qualifies for relief under certain statutory relief provisions, it may be required to pay an excise or penalty tax (which could be significant in amount) in order to utilize one or more such relief provisions under the Code to maintain its qualification as a REIT. Moreover, INDUS’ taxable REIT subsidiary will be subject to tax as a regular corporation in the jurisdictions it operates. Furthermore, if INDUS sells an asset it held on the first day of the first taxable year for which it qualified as a REIT (i.e., January 1, 2021) during the five-year period that began on such first day, INDUS generally will be required to pay regular U.S. federal corporate income tax on the gain to the extent of the excess of (i) the fair market value of the asset, over (ii) the adjusted tax basis of the asset, determined as of the first day of the first taxable year for which INDUS qualified as a REIT.

To maintain INDUS’ REIT status, INDUS may be forced to obtain capital during unfavorable market conditions, which could adversely affect its overall financial performance.

In order to qualify as a REIT, INDUS is generally required each year to distribute to its stockholders at least 90% of its REIT taxable income (determined without regard to the dividends paid deduction and by excluding any net capital gain), and INDUS is subject to tax to the extent its taxable income (including net capital gain) is not fully distributed. In addition, INDUS is subject to a 4% non-deductible excise tax on the amount, if any, by which distributions it pays in any calendar year are less than the sum of 85% of its ordinary income, 95% of its net capital gains, and 100% of its undistributed income from prior years. Accordingly, INDUS may not be able to retain sufficient cash flow from operations to meet its debt service requirements and repay its debt. Therefore, INDUS may need to raise additional capital for these purposes, and INDUS cannot assure that a sufficient amount of capital will be available to INDUS on favorable terms, or at all, when needed. Further, in order to maintain its REIT qualification and avoid the

30

Table of Contents

payment of income and excise taxes, INDUS may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. INDUS’ access to third-party sources of capital depends on a number of factors, including the market’s perception of INDUS’ growth potential, INDUS’ current debt levels, the per share trading price of INDUS’ common stock, and INDUS’ current and potential future earnings. It is possible that INDUS will not have access to such capital on favorable terms at the desired times, or at all, which may cause INDUS to curtail its investment activities and/or to dispose of assets at inopportune times.

There are uncertainties relating to INDUS’ estimate of the E&P Distribution.

To qualify for taxation as a REIT effective for the year ended December 31, 2021, INDUS distributed to its stockholders, its undistributed accumulated earnings and profits attributable to taxable periods ending prior to January 1, 2021, which is referred to as the “E&P Distribution.” INDUS believes that the total value of the E&P Distribution was sufficient to fully distribute its accumulated earnings and profits. However, the amount of INDUS’ accumulated earnings and profits is a complex factual and legal determination. INDUS may have had less than complete information at the time it estimated its earnings and profits or may have interpreted the applicable law differently from the IRS. Substantial uncertainties exist relating to the computation of INDUS’ undistributed accumulated earnings and profits, including the possibility that the IRS could, in auditing tax years through 2020, successfully assert that INDUS’ taxable income should be increased, which could increase INDUS’ pre-REIT accumulated earnings and profits. Thus, INDUS could fail to satisfy the requirement that it distribute all of its pre-REIT accumulated earnings and profits by the close of its first taxable year as a REIT. Moreover, although there are procedures available to cure a failure to distribute all of its pre-REIT accumulated earnings and profits, INDUS cannot now determine whether it would be able to take advantage of them or the economic impact to INDUS of doing so.

INDUS’ taxable REIT subsidiaries are subject to federal income tax, and INDUS is required to pay a 100% penalty tax on certain income or deductions if its transactions with its taxable REIT subsidiaries are not conducted on arm’s length terms.

INDUS owns an interest in a taxable REIT subsidiary and may acquire securities in additional taxable REIT subsidiaries in the future. A taxable REIT subsidiary is an entity treated as a corporation for federal income tax purposes other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a taxable REIT subsidiary owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a taxable REIT subsidiary. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A taxable REIT subsidiary is subject to federal income tax as a regular C corporation. INDUS will be required to pay a 100% penalty tax on certain income or deductions if its transactions with its taxable REIT subsidiary are not conducted on an arm’s length basis.

REIT ownership limitations may restrict or prevent stockholders from engaging in certain transfers of INDUS’ common stock.

In order to satisfy the requirements for REIT qualification, no more than 50% in value of all classes or series of INDUS’ outstanding shares of stock may be owned, actually or constructively, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year that began with INDUS’ 2021 taxable year. To assist INDUS in satisfying this share ownership requirement, INDUS’ charter imposes ownership limits on its shares of stock. Under applicable constructive ownership rules, any shares of stock owned by certain affiliated owners generally would be added together for purposes of the common stock ownership limits. These ownership limitations may restrict or prevent stockholders from engaging in certain transfers of our common stock.

31

Table of Contents

Complying with REIT requirements may cause INDUS to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

To qualify as a REIT for federal income tax purposes, INDUS must continually satisfy tests concerning, among other things, the sources of its income, the nature and diversification of its assets, the amounts INDUS distributes to its stockholders and the ownership of its common stock. If INDUS fails to comply with one or more of the asset tests at the end of any calendar quarter, INDUS must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. In order to meet these tests, INDUS may be required to forego investments it might otherwise make or to liquidate otherwise attractive investments. Thus, compliance with the REIT requirements may hinder INDUS’ performance and reduce amounts available for distribution to its stockholders.

The tax imposed on REITs engaging in “prohibited transactions” may limit INDUS’ ability to engage in transactions which would be treated as sales for federal income tax purposes.

Any gain that INDUS realizes on the sale of property (other than any foreclosure property) held as inventory or otherwise held primarily for sale to customers in the ordinary course of business, including its share of any such gain realized by its operating company, either directly or through its subsidiary partnerships, will be treated as income from a prohibited transaction that is subject to a 100% penalty tax, unless certain safe harbor exceptions apply. Although INDUS does not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of its business, such characterization is a factual determination and it is possible the IRS would not agree with INDUS’ characterization of its properties or that INDUS will not always be able to make use of the available safe harbors.

INDUS has not established a minimum distribution payment level, and INDUS may be unable to generate sufficient cash flows from its operations to make distributions to its stockholders at any time in the future.

INDUS is generally required to distribute to its stockholders at least 90% of its net taxable income (excluding net capital gains) each year to qualify as a REIT under the Code. To the extent INDUS satisfies the 90% distribution requirement but distributes less than 100% of its net taxable income (including net capital gains), INDUS will be subject to federal corporate income tax on its undistributed net taxable income. INDUS intends to distribute at least 100% of its net taxable income (including net capital gains). However, INDUS’ ability to make distributions to its stockholders may be adversely affected by the issues described in the risk factors set forth herein. Subject to satisfying the requirements for REIT qualification, INDUS intends over time to make regular quarterly distributions to its stockholders. INDUS’ Board has the sole discretion to determine the timing, form and amount of any distributions to its stockholders. INDUS’ Board makes determinations regarding distributions based upon, among other factors, its historical and projected results of operations, financial condition, cash flows and liquidity, satisfaction of the requirements for REIT qualification and other tax considerations, capital expenditure and other expense obligations, debt covenants, contractual prohibitions or other limitations and applicable law and such other matters as its Board may deem relevant from time to time. Among the factors that could impair INDUS’ ability to make distributions to its stockholders are:

As a result, it is possible that INDUS will not be able to continue to make distributions to its stockholders or that the level of any distributions INDUS does make to its stockholders will achieve a market yield or increase or even be maintained over time, any of which could materially and adversely affect the market price of INDUS shares of common stock. Distributions could be dilutive to INDUS’ financial results and may constitute a return of capital to its investors, which would have the effect of reducing each stockholder’s basis in its shares of common stock. INDUS also may need to borrow funds or use proceeds from the sale of assets to fund distributions.

32

Table of Contents

Legislative or regulatory action affecting REITs could adversely affect INDUS or its stockholders.

In recent years, numerous legislative, judicial and administrative changes have been made to the federal income tax laws applicable to investments in REITs and similar entities. At any time, the federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. Changes to the tax laws, regulations and administrative interpretations, which may have retroactive application, could adversely affect INDUS and may impact our taxation or that of its stockholders. Accordingly, it is possible that any such change will significantly affect INDUS’ ability to qualify for taxation as a REIT or the federal income tax consequences to INDUS of such qualification.

U.S. federal income tax reform legislation could affect REITs generally, the geographic markets in which INDUS operates, its stock and its results of operations, both positively and negatively in ways that are difficult to anticipate.

As a REIT, INDUS is generally not required to pay federal income taxes otherwise applicable to regular corporations (except for income generated by INDUS’ taxable REIT subsidiaries) if INDUS complies with the various tax regulations governing REITs. Stockholders, however, are generally required to pay taxes on REIT dividends. Tax reform legislation affects the way in which dividends paid on shares of our common stock are taxed and could impact INDUS’ stock price or how stockholders and potential investors view an investment in REITs generally. In addition, while certain elements of tax reform legislation may not impact INDUS directly as a REIT, they could impact the geographic markets in which INDUS operates, particularly affecting tenants of INDUS’ leased property and their corporate tax obligations, if any.

Risks Related to INDUS’ common stock

Issuances or sales of INDUS’ common stock or the perception that issuances or sales might occur could adversely affect the per share trading price of INDUS’ common stock.

INDUS’ ability to develop and acquire properties in part depends on INDUS’ access to capital, which may in the future include the issuance of common equity. INDUS’ Board can authorize the issuance of additional securities without stockholder approval. Furthermore, INDUS intends to maintain an active a shelf registration statement on Form S-3 that will allow it to offer and sell securities from time to time in one or more public offerings, including shares of its common stock.

The issuance or sale of INDUS common stock, including under INDUS’ shelf registration statement, in connection with future property, portfolio or business acquisitions, to repay indebtedness or for general corporate purposes, or the availability of shares for resale in the open market, could have an adverse effect on the per share trading price of INDUS’ common stock and would be dilutive to existing stockholders.

The exercise of any options or the issuance of any common stock granted to certain directors, executive officers and other employees under INDUS’ 2020 Incentive Award Plan or INDUS’ 2009 Stock Option Plan or other equity incentive plan could also have an adverse effect on the per share trading price of its common stock and be dilutive to existing stockholders. The existence of such options could also adversely affect the terms upon which INDUS may be able to obtain additional capital through the sale of equity securities.

Future offerings of debt securities, which would be senior to INDUS common stock upon liquidation, and/or preferred stock, which may be senior to INDUS common stock for purposes of dividend distributions or upon liquidation, may adversely affect the per share trading price of its common stock.

In the future, INDUS may attempt to increase its capital resources by making offerings of debt or additional equity securities, including bank and term loans, medium-term notes, senior or subordinated notes and classes or series of its preferred stock under its shelf registration statement or otherwise, including on a private placement basis. Upon liquidation, holders of INDUS debt securities and shares of INDUS preferred stock, and lenders with respect to other borrowings will be entitled to receive its available assets prior to distribution to the holders of its common stock. Additionally, any convertible or exchangeable securities that INDUS issues in the future may have rights, preferences and privileges more favorable than those of its common stock and may result in dilution to owners of its common stock. Holders of INDUS common stock are not entitled to pre-emptive rights or other protections against dilution. Any shares of INDUS preferred stock that are issued in the future under its shelf registration statement or otherwise, could have a preference on liquidating distributions or a preference on dividend payments that could limit INDUS’ ability to pay

33

Table of Contents

dividends to the holders of its common stock. Because INDUS’ decision to issue securities in any future offering under its shelf registration statement or otherwise will depend on market conditions and other factors beyond its control, INDUS cannot predict or estimate the amount, timing or nature of its any such future offerings. Thus, INDUS’ stockholders bear the risk of any such future offerings reducing the per share trading price of its common stock and diluting their interest in INDUS.

Market interest rates may influence the per share trading price of INDUS’ common stock.

One of the factors that influences the price of INDUS’ common stock is the dividend yield on its common stock (as a percentage of the price of its common stock) relative to market interest rates. An increase in market interest rates may lead prospective purchasers of INDUS’ common stock to expect a higher dividend yield and higher interest rates would likely increase its borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of INDUS’ common stock to decrease.

INDUS’ earnings and cash distributions will affect the market price of shares of its common stock.

To the extent that the market value of a REIT’s equity securities is based primarily upon market perception of the REIT’s growth potential and its current and potential future cash distributions, whether from operations, sales, acquisitions, development or refinancing and is secondarily based upon the value of the underlying assets, shares of INDUS’ common stock may trade at prices that are higher or lower than the net asset value per share. To the extent INDUS retains operating cash flow for investment purposes, working capital reserves or other purposes rather than distributing the cash flow to stockholders, these retained funds, while increasing the value of INDUS’ underlying assets, may negatively impact the market price of its common stock. INDUS’ failure to meet market expectations with regard to future earnings and cash distributions would likely adversely affect the market price of its common stock.

General Risk Factors

Volatility in the capital and credit markets could materially adversely impact INDUS.

Volatility and disruption in the capital and credit markets could make it more difficult to borrow money. Market volatility could hinder INDUS’ ability to obtain new debt financing or refinance maturing debt on favorable terms, or at all. Any financing or refinancing issues could have a material adverse effect on INDUS. Market turmoil and the tightening of credit could lead to an increased lack of consumer confidence and widespread reduction of business activity in general, which also could materially adversely impact INDUS, including its ability to acquire and dispose of assets on favorable terms, or at all.

If INDUS fails to maintain appropriate internal controls in the future, it may not be able to report its financial results accurately, which may adversely affect the per share trading price of its common stock and its business.

INDUS’ efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the related regulations regarding its required assessment of internal control over financial reporting requires the commitment of significant financial and managerial resources. INDUS’ system of internal controls may not prevent all errors, misstatements or misrepresentations, and it is possible that its internal control over financial reporting will not be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness or significant deficiency, in INDUS’ internal control over financial reporting that may occur in the future could result in misstatements of its results of operations, restatements of its financial statements and a decline in its stock price, or otherwise materially adversely affect INDUS’ business, reputation, results of operations, financial condition or liquidity.

INDUS is subject to litigation that may adversely impact operating results.

From time to time, INDUS may be a party to legal proceedings and claims arising in the ordinary course of business which could become significant. Given the inherent uncertainty of litigation, INDUS can offer no assurance that a future adverse development related to existing litigation or any future litigation will not have a material adverse impact on its business, consolidated financial position, results of operations or cash flows.

34

Table of Contents

The market price and trading volume of INDUS’ common stock may be volatile.

The trading volume in INDUS’ common stock may fluctuate and cause significant price variations to occur. If the per share trading price of INDUS’ common stock declines significantly, stockholders may be unable to resell their shares at or above the price paid for them. It is possible that the per share trading price of INDUS’ common stock will fluctuate or decline significantly in the future.

Some of the factors that could negatively affect INDUS’ share price or result in fluctuations in the price or trading volume of its common stock include:

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert INDUS’ management’s attention and resources, which could have an adverse effect on INDUS’ financial condition, results of operations, cash flows and INDUS’ ability to pay dividends on, and the per share trading price of, its common stock.

​

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

​

35

Table of Contents

​

ITEM 2. PROPERTIES.

As of December 31, 2022, INDUS owned forty-two industrial/logistics buildings aggregating approximately 6.1 million square feet in addition to 23 acres of entitled industrial land under development, approximately 427 acres of undeveloped land that we have agreed to sell and approximately 780 acres of additional undeveloped land. As of December 31, 2022, approximately 97.2% of INDUS’ square footage was leased.

INDUS’ building portfolio is located in the north submarket of Hartford, Connecticut, the Lehigh Valley of Pennsylvania, the greater Charlotte, North Carolina area, Central and Southern Florida and the greater Charleston, South Carolina area. INDUS expects to continue to acquire and develop properties that are consistent with its core industrial/logistics focused strategy in these markets, as well as a select number of additional high-growth, supply constrained markets, including Nashville, Tennessee and Greenville-Spartanburg, South Carolina. INDUS targets properties that are in close proximity to transportation infrastructure (highways, airports, railways and seaports) and can accommodate single and multiple tenants in flexible layouts. INDUS expects that most of such potential future acquisitions of land and buildings will be located outside of the Hartford area.

Real estate acquisitions may or may not occur based on many factors, including real estate pricing. INDUS may commence speculative construction projects on its undeveloped land that is either currently owned or acquired in the future if the Company believes market conditions are favorable for development. INDUS also may construct build-to-suit facilities on its undeveloped land if lease terms and building designs are favorable and market appropriate to align with INDUS’ strategy of owning buildings, not leases.

In December 2022, INDUS completed the previously announced sale of its remaining office/flex buildings (the “Office/Flex Portfolio”) and fully exited its legacy investment in office properties. The Office/Flex Portfolio was comprised of seven buildings totaling approximately 175,000 square feet located in Bloomfield, Connecticut as well as an approximately 18,000 square foot building that was located adjacent to the Office/Flex Portfolio and was principally used for storage by INDUS’ property management group.

​

36

Table of Contents

Developed Properties

The following tables present INDUS’ industrial/logistics buildings aggregating approximately 6.1 million square feet and its previously owned Office/Flex Portfolio that was sold in 2022. A listing of those holdings and leasing data as of December 31, 2022 and December 31, 2021 is as follows:

(1) Clear height total and subtotals are based on the weighted average of square feet. Year built subtotals are also weighted by building square footage.

* Included as collateral under one of INDUS’ nonrecourse mortgage loans as of January 31, 2023.

** Pledged to support the borrowing base of INDUS’ credit facility with JPMorgan Chase Bank, N.A. as of January 31, 2023.

​

37

Table of Contents

​

(2) Property was sold in 2022.

​

Leasing Activity in Acquired and Developed Properties

In 2022, INDUS acquired the following industrial/logistics properties:

​

INDUS also completed and placed in service the following industrial/logistics properties:

​

​

In 2022, the net effect of leasing transactions, excluding buildings purchased and developed and the eight buildings that were part of INDUS’ Office/Flex Portfolio that were sold in 2022, was an increase of approximately 11,000 square feet of industrial/logistics space under lease as of December 31, 2022, as compared to December 31, 2021.

In 2021, the net effect of leasing transactions, excluding buildings purchased and sold, was an increase of approximately 431,000 square feet of industrial/logistics space under lease as of December 31, 2021, as compared to December 31, 2020, and a decrease of approximately 17,000 square feet of office/flex space under lease as of December 31, 2021, as compared to December 31, 2020.

In 2021, INDUS acquired the following industrial/logistics properties:

​

38

Table of Contents

In 2021, INDUS also completed and placed in service 9817 Old Statesville Road, an approximately 141,000 square foot industrial/logistics building on its land parcel in Charlotte, North Carolina that was purchased in 2019. In 2021, INDUS’ total office/flex square footage was reduced when the Company sold four properties totaling approximately 217,000 square feet. Additionally, INDUS sold an approximately 165,000 square foot industrial/logistics building.

Summary of Industrial/Logistics Leasing Trends by Market

As of December 31, 2022, INDUS had 72 unique industrial/logistics leases in its portfolio and its average lease size was 82,349 square feet. A summary of INDUS’ square footage as of December 31, 2022 and leases in INDUS’ buildings scheduled to expire during the next three years by market are as follows:

Hartford, CT (Market presence since Company inception)

​

Lehigh Valley, PA (Market entered in 2010)

​

​

​

​

39

Table of Contents

Charlotte, NC (Market entered in 2017)

​

Central and Southern FL (Market entered in 2019)

​

Charleston, SC (Market entered in 2021)

​

​

* Less than 1%.

Developments

As of December 31, 2022, INDUS owned approximately 23 acres of land for development in the Lehigh Valley of Pennsylvania (the “American Parkway Land”). In 2021, the Company acquired the American Parkway Land for approximately $4.2 million, after transaction and entitlement costs, and began sitework for the construction of an approximately 206,000 square foot building.

40

Table of Contents

On January 17, 2022, INDUS entered into an agreement (the “Charlotte Land Purchase Agreement”) to acquire, for a purchase price of approximately $4.8 million, as amended, before transaction costs, approximately 231 acres of undeveloped land in the Charlotte, North Carolina market (the “Charlotte Land”). The Company expects to construct four buildings totaling approximately 597,000 square feet on the Charlotte Land. A closing under the Charlotte Land Purchase Agreement is subject to significant contingencies, including INDUS’ receipt of all of the requisite entitlements from the requisite governmental authorities to construct the buildings. Given these contingencies, it is possible that the land acquisition as contemplated under the Charlotte Land Purchase Agreement will not be completed under its current terms, or at all.

On September 7, 2022, the Company closed on the purchase of approximately 8 acres of undeveloped land (the “Windsor Land”) in Allentown, Pennsylvania for a purchase price of approximately $6.6 million, after transaction costs. The Windsor Land has the entitlements to support the construction of an approximately 91,000 square foot building.

Subsequent to December 31, 2022, the Company closed on the purchase of approximately 75 acres of fully entitled land in the Orlando, Florida market (the “Orlando Land”). The purchase price was approximately $17.4 million, after transaction costs. The Orlando Land has the entitlements to support the construction of three buildings totaling approximately 574,000 square feet.

Subsequent to December 31, 2022, the Company closed on the purchase of approximately 11 acres of undeveloped land in the Lehigh Valley (the “Lehigh Valley Land”) that was under contract since 2021. The purchase price was approximately $2.3 million, after transaction costs. The Lehigh Valley Land has the entitlements to support the construction of an approximately 90,000 square foot building.

As of December 31, 2021, INDUS owned a total of 68 acres of land for development in the Lehigh Valley of Pennsylvania (the “Chapmans Road Land” and the American Parkway Land), Hartford, Connecticut (the “NETP Land”) and Orlando, Florida (the “Landstar Logistics Land”).

INDUS acquired the Chapmans Road Land totaling approximately 14 acres for approximately $2.25 million, after transaction costs, in 2019. In 2020, the Company began construction of an approximately 102,000 square foot industrial/logistics building on the Chapmans Road Land, which it completed and placed in service in the second quarter of 2022.

In 2021, INDUS acquired the Landstar Logistics Land totaling approximately 14 acres for approximately $5.7 million, after transaction costs. In 2021, the Company began sitework and the construction of two buildings on the Landstar Logistics Land totaling approximately 196,000 square feet, which it completed and placed in service in the third quarter of 2022.

INDUS also began construction in 2021 on the NETP Land of an approximately 234,000 square foot building, which it completed and placed in service in the third quarter of 2022.

The following table summarizes INDUS’ current and planned development activities as described above, as of December 31, 2022:

​

Acquisitions

On March 2, 2022, INDUS entered into an agreement to acquire, for a purchase price of $28.5 million, an under-construction, approximately 284,400 square foot building in Greenville-Spartanburg, South Carolina (the

41

Table of Contents

“Greenville-Spartanburg Acquisition”), being developed on speculation by the seller. The Greenville-Spartanburg Acquisition would be the Company’s first entry into this market, however, closing on the purchase of the Greenville-Spartanburg Acquisition is subject to a number of contingencies including completion of construction. There can be no guarantee that the Greenville-Spartanburg Acquisition will be completed under its current terms, or at all.

On August 5, 2021, the Company entered into an agreement (the “Nashville Forward Purchase Agreement”) to acquire, for a purchase price of approximately $31.5 million before transaction costs, an under-construction approximately 184,000 square foot portfolio in Nashville, Tennessee (the “Nashville Acquisition”) being developed on speculation by the seller and, upon completion, will be comprised of two buildings. On December 21, 2022, the Nashville Forward Purchase Agreement was amended to reduce the purchase price to $28.35 million. Closing under the Nashville Forward Purchase Agreement, is subject to significant contingencies, including the completion of construction. Given these contingencies, it is possible that the Nashville Acquisition as contemplated under the Nashville Forward Purchase Agreement will not be completed under its current terms, or at all.

On November 23, 2021, the Company entered into an agreement (the “Charlotte Forward Purchase Agreement”) to acquire, for a purchase price of $21.2 million, before transaction costs, an approximately 231,000 square foot building in the Charlotte, North Carolina market to be built by the seller. On June 16, 2022, as part of the Charlotte Forward Purchase Agreement, the Company closed on the purchase of approximately 32 acres of land in Rock Hill, South Carolina for a purchase price of $1.12 million, including transaction costs. The Company is making progress payments to the seller through the course of construction and as of December 31, 2022, the Company had made payments of $9.8 million to the seller, including the purchase of the land, and had invested $11.0 million.

Closing on the Charlotte Forward Purchase Agreement is subject to a number of contingencies including completion of construction. There can be no guarantee that the Charlotte Forward Purchase Agreement will be completed under its current terms, or at all.

On November 3, 2021, the Company entered into an agreement (the “Charleston Forward Purchase Agreement”) to acquire, for a purchase price of $28.0 million, before transaction costs, an approximately 263,000 square foot building in Charleston, South Carolina to be built by the seller. Closing on the Charleston Forward Purchase Agreement is subject to a number of contingencies including completion of construction. There can be no guarantee that the Charleston Forward Purchase Agreement will be completed under its current terms, or at all.

The following table summarizes INDUS’ current and planned acquisition activities as described above:

​

42

Table of Contents

Land Holdings by State

As of December 31, 2022, INDUS’ undeveloped and developed acreage was as follows:

Undeveloped Land Holdings by Category

Development of INDUS’ land is affected by regulatory constraints, traffic considerations, potential environmental issues, community opposition and other restrictions to development imposed by governmental agencies. Portions of INDUS’ land holdings in Connecticut and Massachusetts are zoned for residential and office uses. The weakness in these markets has adversely affected INDUS, and may continue to do so in the future, by potentially lowering selling prices for land intended for such uses, reducing demand and interest by prospective buyers or delaying sales or development of such land.

A breakdown of INDUS’ undeveloped land holdings by category as of December 31, 2022 was as follows:

​

43

Table of Contents

Dispositions of Non-Core Undeveloped Land and Office/Flex Properties

Periodically, INDUS may sell certain portions of its real estate assets that it has owned for an extended time period and the use of which is not consistent with INDUS’ core industrial/logistics acquisition, development and asset management strategy. These sale transactions may take place either before or after obtaining development approvals and building basic infrastructure.

In December 2022, INDUS completed the previously announced sale of its Office/Flex Portfolio for gross proceeds of $11.0 million and fully exited its legacy investment in office properties. The Office/Flex Portfolio was comprised of seven buildings totaling approximately 175,000 square feet located in Bloomfield, Connecticut as well as an approximately 18,000 square foot building that is located adjacent to the Office/Flex Portfolio and was principally used for storage by INDUS’ property management group.

As of December 31, 2022, INDUS had the following land holdings under agreement for sale:

​

Completion of these transactions is contingent on a number of factors and there is no guarantee that any of these transactions will be completed under their current terms, or at all.

In 2021, INDUS completed the sale of one of its industrial/logistics buildings located at 1985 Blue Hills Avenue with two adjacent parcels aggregating approximately 39 acres for gross proceeds of $18.0 million. INDUS also completed the sales of four of its office/flex buildings: 5 Waterside Crossing, 7 Waterside Crossing, 21 Griffin Road North and 1936 Blue Hills Avenue for total proceeds of approximately $5.8 million. Additionally, INDUS sold approximately 1,736 acres of land that were previously leased to third-parties operating nursery farms for $11.3 million in gross proceeds and approximately 334 acres of other undeveloped land for gross proceeds of approximately $7.6 million.

44

Table of Contents

Property-Level Financings

As with many companies engaged in real estate investment and development, INDUS holds portions of its real estate portfolio subject to mortgage debt. See Note 5 to INDUS’ consolidated financial statements for information concerning the mortgage loans associated with INDUS’ properties. As of December 31, 2022, several of INDUS’ buildings were mortgaged for a total of $80.7 million.

As of December 31, 2022, INDUS had available borrowing capacity of $60.0 million of its $150.0 million delayed draw term loan and an available borrowing base of $94.1 million of its $100.0 million revolving credit facility. There have been no borrowings under the revolving credit facility, however, as of December 31, 2022, it was used to secure approximately $5.9 million in standby letters of credit related to INDUS’ development activities.

Other

INDUS leases approximately 14,500 square feet in Bloomfield, Connecticut for its operational offices and maintains satellite offices in Miami, Florida and Exton, Pennsylvania.

​

INDUS subleases approximately 1,920 square feet in New York City for its executive offices from Bloomingdale Properties, Inc. (“Bloomingdale Properties”), an entity that is controlled by certain members of the Cullman and Ernst Group. The sublease with Bloomingdale Properties was approved by the Board’s Audit Committee and the lease rates under the sublease were at market rate at the time the sublease was signed.

​

​

ITEM 3. LEGAL PROCEEDINGS.

From time to time, INDUS is involved, as a defendant, in various litigation matters arising in the ordinary course of business. In the opinion of management, based on the advice of legal counsel, the ultimate liability, if any, with respect to these matters is not expected to be material to INDUS’ financial position, results of operations or cash flows.

​

​

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

​

45

Table of Contents

​

​

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

INDUS’ common stock is traded on The Nasdaq Stock Market LLC under the symbol INDT. As of February 24, 2023, there were 144 holders of record of INDUS common stock, which does not include beneficial owners whose shares are held of record in the names of brokers or nominees and the closing market price as quoted on The Nasdaq Stock Market LLC on such date was $66.38 per share.

Dividend Policy

To maintain qualification as a REIT, INDUS must make distributions to shareholders of at least 90% of its annual taxable income (not including net capital gains, if any). INDUS’ dividend policy is determined by the Board of Directors and is dependent on multiple factors including actual and anticipated cash flow from operations, capital expenditure requirements, the Company’s financial condition including debt service obligations, and ensuring that the Company meets the minimum distribution requirements under the REIT provisions of the Internal Revenue Code, among other factors considered by the Board of Directors.

For the year ended December 31, 2022, 40.5% of dividends paid to the Company’s shareholders was classified as ordinary income for federal income tax purposes and 59.5% was classified as a return of capital.

INDUS intends to declare and pay quarterly cash dividends for the first and second quarters of 2023 in the ordinary course, as permitted by the Merger Agreement, if the proposed Merger has not yet been consummated at that time. Pursuant to the terms of the Merger Agreement, after the second quarter of 2023 and until the termination of the Merger Agreement, the Company may only pay dividends as necessary to preserve its tax status as a REIT. In addition, subject to the terms of the Merger Agreement, the Merger Consideration payable to the stockholders of the Company shall be increased to reflect a pro rata portion of accrued and unpaid cash dividends that would have otherwise been payable through the day prior to the consummation of the Merger, as more fully described in the Merger Agreement. For more information on the adjustment mechanics to the Merger Consideration, see Part I, Item 1. “Business—Proposed Merger” in this Annual Report.

​

​

ITEM 6. [RESERVED].

N

​

​

46

Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the " Forward-Looking Statements" and "Risk Factors" sections of this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

INDUS Realty Trust, Inc., a Maryland corporation, is a real estate business 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.

On January 4, 2021, the Company announced that it intends to elect to be taxed as a real estate investment trust (“REIT”) under sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) commencing with its taxable year ended December 31, 2021.

The Company seeks to add to its property portfolio through the development of land or the acquisition of modern, market-appropriate logistics buildings which can serve multiple drivers of demand in the modern supply chain in the markets it targets. Although the Company’s real estate holdings primarily consist of industrial/logistics properties, INDUS also owns undeveloped land parcels. The Company may sell certain portions of its undeveloped land that it has owned for an extended time and the use of which is not consistent with the Company’s core industrial and logistics strategy, development and asset management strategy. These sale transactions may take place either before or after obtaining development approvals and building basic infrastructure.

In December 2022, INDUS completed the previously announced sale of its remaining office/flex buildings (the “Office/Flex Portfolio”) and fully exited its legacy investment in office properties. The Office/Flex Portfolio was comprised of seven buildings totaling approximately 175,000 square feet located in Bloomfield, Connecticut as well as an approximately 18,000 square foot building that was located adjacent to the Office/Flex Portfolio and was principally used for storage by INDUS’ property management group.

The notes to the Company’s consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report contain a summary of the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. In the opinion of management, because of the relative magnitude of the Company’s real estate assets, accounting methods and estimates related to those assets are critical to the preparation of the Company’s consolidated financial statements. The Company uses accounting policies and methods under accounting principles generally accepted in the United States of America (“U.S. GAAP”).

​

47

Table of Contents

Proposed Merger

On February 22, 2023, INDUS, IR Parent, LLC, a Delaware limited liability company (“Parent”), and IR Merger Sub II, Inc., a Maryland corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Upon completion of the Merger, the Company will survive as a wholly-owned subsidiary of Parent and the separate corporate existence of Merger Sub will cease. The Merger and the other transactions contemplated by the Merger Agreement were approved and declared advisable by the board of directors of the Company (the “Company Board”). The Parent Parties are affiliates of Centerbridge Partners, L.P. a private investment management firm, and GIC Real Estate, Inc., a global institutional investor (together, the “Sponsors”).

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Merger Effective Time”), each share of common stock, $0.01 par value per share, of the Company that is issued and outstanding immediately prior to the Merger Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $67.00 per share (the “Merger Consideration”), without interest. The Merger Consideration will also be increased by an amount per share of INDUS common stock, in cash (rounded to the nearest whole cent), if any, equal to the sum of (1) the cash amount per share of INDUS common stock equal to the most recently declared regular quarterly cash dividend of the Company permitted by the terms of the Merger Agreement as of the date prior to the closing date of the Merger (the “Closing Date” and such dividend, the “Final Dividend”), if the record date for the Final Dividend is after the closing of the Merger, plus (2)(A) the cash amount per share of INDUS common stock equal to the Final Dividend, multiplied by (B)(I) the number of days between the first day following the end of the quarterly period for which the Final Dividend was declared, if any, and the day prior to the Closing Date, divided by (C) 90, rounded to the nearest whole cent, without duplication for any period.

The Merger Agreement contains customary termination rights, including the right of either party to terminate the Merger Agreement if the Merger has not been completed by 11:59 p.m. (Eastern time) on November 22, 2023 (the “Outside Date”), if any governmental authority of competent jurisdiction has issued a final, non-appealable order permanently restraining or otherwise prohibiting the transactions contemplated by the Merger Agreement, or stockholder approval of the Merger has not been obtained upon a vote taken at the stockholders’ meeting or any adjournment or postponement thereof.

In certain specified circumstances further described in the Merger Agreement, in connection with the termination of the Merger Agreement, the Company will be required to pay Parent a termination fee of $24.4 million. In addition, in certain specified circumstances further described in the Merger Agreement, in connection with the termination of the Merger Agreement, Parent will be required to pay the Company a termination fee of $62.8 million (the “Parent Termination Fee”), including if the Company terminates the Merger Agreement as a result of an uncured material breach of the Merger Agreement by the Parent Parties, or as a result of the Parent Parties’ failure to close when otherwise obligated pursuant to the Merger Agreement.