Earnings Per Common Share

9 Months Ended

Sep. 30, 2021

Basic income (loss) per common share (“EPS”) is computed based on the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding plus the impact of forward equity sales agreements using the treasury stock method and common shares issuable from the assumed conversion of DownREIT units, stock options, certain performance restricted stock units, and unvested restricted stock units. Only those instruments having a dilutive impact on the Company’s basic income (loss) per share are included in diluted income (loss) per share during the periods presented.

Restricted stock and certain performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share.

Refer to Note 12 for a discussion of the sale of shares under and settlement of forward sales agreements during the periods presented. The Company considered the potential dilution resulting from the forward agreements to the calculation of earnings per share. At inception, the agreements do not have an effect on the computation of basic EPS as no shares are delivered until settlement. However, the Company uses the treasury stock method to calculate the dilution, if any, resulting from the forward sales agreements during the period of time prior to settlement. The aggregate effect on the Company’s diluted weighted-average common shares for the three months ended September 30, 2021 and 2020 was zero weighted-average incremental shares from the forward equity sales agreements. The aggregate effect on the Company’s diluted weighted-average common shares for the nine months ended September 30, 2021 and 2020 was zero and 0.3 million weighted-average incremental shares, respectively, from the forward equity sales agreements.

The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Numerator
Income (loss) from continuing operations	$	61,305	$	(27,762)	$	108,785	$	179,711
Noncontrolling interests' share in continuing operations	(7,195)		(3,616)		(14,036)		(10,565)
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc.	54,110		(31,378)		94,749		169,146
Less: Participating securities' share in continuing operations	(269)		(351)		(3,001)		(2,151)
Income (loss) from continuing operations applicable to common shares	53,841		(31,729)		91,748		166,995
Income (loss) from discontinued operations	601		(31,819)		384,569		98,297
Noncontrolling interests' share in discontinued operations	—		(220)		(2,539)		(274)
Net income (loss) applicable to common shares	$	54,442	$	(63,768)	$	473,778	$	265,018




Denominator
Basic weighted average shares outstanding	539,021		538,333		538,879		527,908
Dilutive potential common shares - equity awards(1)	367		—		280		279
Dilutive potential common shares - forward equity agreements(2)	—		—		—		268

Diluted weighted average common shares	539,388		538,333		539,159		528,455
Basic earnings (loss) per common share
Continuing operations	$	0.10	$	(0.06)	$	0.17	$	0.32
Discontinued operations	0.00		(0.06)		0.71		0.18
Net income (loss) applicable to common shares	$	0.10	$	(0.12)	$	0.88	$	0.50
Diluted earnings (loss) per common share
Continuing operations	$	0.10	$	(0.06)	$	0.17	$	0.32
Discontinued operations	0.00		(0.06)		0.71		0.18
Net income (loss) applicable to common shares	$	0.10	$	(0.12)	$	0.88	$	0.50

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(1)For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options).

(2)For the three and nine months ended September 30, 2021, all 9 million shares that have not been settled as of September 30, 2021 were anti-dilutive. For the nine months ended September 30, 2020, represents the dilutive impact of 32 million shares that were settled during the nine months then ended. For the three months ended September 30, 2020, forward sales agreements had no dilutive impact as all agreements were settled prior to the start of the period.

For all periods presented in the table above, all 7 million shares issuable upon conversion of DownREIT units were not included because they were anti-dilutive.