Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Stockholders' Equity

7. Stockholders’ Equity

Per Share Results

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

	Year Ended December 31,
	2022		2021
Net income	$	6,110	$	14,144
Weighted average shares outstanding for computation of basic per share results		10,189		7,908
Incremental shares from assumed exercise of stock options and warrants and the grant of restricted stock units		159		173
Adjusted weighted average shares for computation of diluted per share results		10,348		8,081

Equity Compensation Plans

On March 3, 2020, INDUS’ Board of Directors adopted and approved the INDUS Realty Trust, Inc. and INDUS Realty, LLC 2020 Incentive Award Plan (the “2020 Incentive Award Plan”). The 2020 Incentive Award Plan replaced the 2009 Stock Option Plan and authorizes for grant a total of 300,000 shares (plus any shares subject to awards under the 2009 Stock Option Plan, as of the date of stockholder approval of the 2020 Incentive Award Plan, that are forfeited, expire, are converted to shares of another person or are settled for cash), subject to certain adjustments in the 2020 Incentive Award Plan. In addition to granting stock options, the 2020 Incentive Award Plan also enables INDUS to grant stock appreciation rights, restricted stock awards (“RSUs”), restricted stock unit awards, partnership interests, other equity or cash based awards and dividend equivalents. No new awards will be granted under the 2009 Stock Option Plan; however, all outstanding awards under the 2009 Stock Option Plan remain outstanding in accordance with their terms.

Restricted Stock Units

A summary of RSUs awarded under the 2020 Incentive Award Plan for 2022 and 2021 is as follows:

	Time-based vesting
	December 31, 2022			December 31, 2021
	Number of		Grant Date Fair	Number of		Grant Date Fair
	Units		Value Weighted Avg.	Units		Value Weighted Avg.
Outstanding at December 31, 2021	12,829	$	64.43	—	$	—
Granted	13,514	$	68.68	13,191	$	64.62
Adjustment for dividends	193	$	—	47	$	—
Vested and distributed	(3,391)	$	63.97	—	$	—
Forfeited	(813)	$	63.15	(409)	$	63.15
Outstanding at December 31, 2022	22,332	$	66.56	12,829	$	64.43

	Performance-based vesting
	December 31, 2022			December 31, 2021
	Number of		Grant Date Fair	Number of		Grant Date Fair
	Units		Value Weighted Avg.	Units		Value Weighted Avg.
Outstanding at December 31, 2021	8,136	$	78.97	—	$	—
Granted	7,999	$	100.19	8,508	$	79.33
Adjustment for dividends	138	$	—	37	$	—
Forfeited	(1,219)	$	79.33	(409)	$	79.33
Outstanding at December 31, 2022	15,054	$	89.50	8,136	$	78.97

The time-based vesting RSUs granted to employees vest over three years in equal installments subject to the recipient’s continued employment. The time-based vesting RSUs granted to non-employee directors vest in one year subject to the recipient’s continued service. The performance-based vesting RSUs granted to employees vest after a period of three years and will be measured over the three-year period on pre-established goals subject to the recipient’s continued employment. The holders of RSUs will receive credit for dividends, but do not have voting rights. The RSUs may not be sold, assigned, transferred, pledged or otherwise disposed of and are subject to risk of forfeiture prior to the expiration of the applicable vesting period.

As of December 31, 2022, the unrecognized compensation expense related to RSUs that will be recognized during future periods is as follows:

2023	$	830
2024	$	359
2025	$	54

Stock Options

There were no stock options granted in 2022 and 2021 by INDUS under the 2020 Incentive Award Plan. The forfeiture rate used was 2% based on the historical activity of the grantees.

Number of option holders at December 31, 2022 14

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

2023	$	231
2024	$	111
2025	$	15

The total grant date fair value of options vested during 2022 and 2021 was $80 and $428, respectively. The intrinsic value of options exercised in 2022 and 2021 was $168 and $746, respectively.

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

		Weighted Avg.
	Options	Exercise Price
Outstanding at December 31, 2020	246,150	$	36.06
Adjustment for stock dividend	5,413	$	34.29
Exercised	(29,559)	$	26.34
Forfeited	(1,067)	$	37.49
Outstanding at December 31, 2021	220,937	$	36.47
Exercised	(5,600)	$	26.31
Forfeited	(3,635)	$	27.50
Outstanding at December 31, 2022	211,702	$	36.89

				Weighted Avg.
				Remaining
Range of Exercise Prices for	Outstanding at	Weighted Avg.		Contractual Life	Total Intrinsic
Outstanding Options	December 31, 2022	Exercise Price		(in years)	Value
$23.00 - $28.00	74,663	$	26.29	3.3	$	2,777
$28.00 - $32.00	14,073	$	29.84	2.5		474
$32.00 - $47.00	122,966	$	44.13	7.1		2,381
	211,702	$	36.89	5.4	$	5,632
Vested options	109,492	$	28.88	3.8	$	3,789

Compensation expense for stock options and RSUs was as follows:

	Year Ended December 31,
	2022		2021
Compensation expense	$	1,492	$	1,110

Warrant

As of December 31, 2022, exercise of the Warrant would result in the issuance 515,747 shares of common stock at a price of $58.70 per share. The Warrant expires on August 24, 2023. As the Warrant contained a cash surrender provision, it was recorded at its fair value and classified as a liability on the Company’s consolidated balance sheet at the time it was issued, with changes in its fair value included in the Company’s consolidated statement of operations. On August 24, 2021, upon the expiration of the cash settlement provision of the Warrant, the fair value of the Warrant at that time, $12,192, was reclassified from a liability into stockholders’ equity (see Notes 2 and 3).

Dividends

For the year ended December 31, 2022, the Company’s common dividends were as follows:

Quarter Ended	Record Date	Payment Date	Common dividend per share
March 31, 2022	March 31, 2022	April 15, 2022	$0.16
June 30, 2022	June 30, 2022	July 15, 2022	$0.16
September 30, 2022	September 30, 2022	October 14, 2022	$0.16
December 31, 2022	December 30, 2022	January 17, 2023	$0.18

On January 13, 2021, in conjunction with its election to be taxed as a REIT, INDUS announced a special dividend of $11,250 or $1.99 per share payable on March 8, 2021 in the form of cash or additional shares of the Company’s common stock, to holders of record as of January 22, 2021. The cash portion of the special dividend was $3,404 and 125,212 shares of common stock were issued. The special dividend included the E&P Distribution based on the Company’s estimated taxable income through December 31, 2020.

For the year ended December 31, 2021, the Company’s common dividends were as follows:

Quarter Ended	Record Date	Payment Date	Common dividend per share
June 30, 2021	June 16, 2021	June 30, 2021	$0.15
September 30, 2021	September 16, 2021	September 30, 2021	$0.15
December 31, 2021	December 30, 2021	January 14, 2022	$0.16