Earnings Per Common Share

3 Months Ended

Mar. 31, 2023

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, 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.

Certain 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 11 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 each of the three months ended March 31, 2023 and 2022 was zero weighted-average incremental shares from 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 March 31,
	2023		2022
Numerator
Income (loss) from continuing operations	$	134,507	$	75,026
Noncontrolling interests' share in continuing operations	(15,555)		(3,730)
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc.	118,952		71,296
Less: Participating securities' share in continuing operations	(1,254)		(1,976)
Income (loss) from continuing operations applicable to common shares	117,698		69,320
Income (loss) from discontinued operations	—		317

Net income (loss) applicable to common shares - basic and diluted	$	117,698	$	69,637




Denominator
Basic weighted average shares outstanding	546,842		539,352
Dilutive potential common shares - equity awards(1)	268		234


Diluted weighted average common shares	547,110		539,586
Basic earnings (loss) per common share
Continuing operations	$	0.22	$	0.13
Discontinued operations	—		0.00
Net income (loss) applicable to common shares	$	0.22	$	0.13
Diluted earnings (loss) per common share
Continuing operations	$	0.22	$	0.13
Discontinued operations	—		0.00
Net income (loss) applicable to common shares	$	0.22	$	0.13

_______________________________________

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

For the three months ended March 31, 2023, forward equity sales agreements had no dilutive impact as no shares were outstanding under ATM forward contracts during the period. For the three months ended March 31, 2022, the 9.1 million shares under forward equity sales agreements that had not been settled during the three months then ended were anti-dilutive.

For the three months ended March 31, 2023 and 2022, all 7 million shares issuable upon conversion of DownREIT units were not included because they were anti-dilutive.