Earnings Per Common Share

12 Months Ended

Dec. 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 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 forward agreements under its ATM Programs 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 following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts):


	Year Ended December 31,
	2023		2022		2021
Numerator
Income (loss) from continuing operations	$	334,757	$	513,540	$	137,728
Noncontrolling interests’ share in continuing operations	(28,748)		(15,975)		(17,851)
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc.	306,009		497,565		119,877
Less: Participating securities’ share in continuing operations	(1,725)		(2,657)		(3,269)
Income (loss) from continuing operations applicable to common shares	304,284		494,908		116,608
Income (loss) from discontinued operations	—		2,884		388,202
Noncontrolling interests’ share in discontinued operations	—		—		(2,539)
Net income (loss) applicable to common shares - basic and diluted	$	304,284	$	497,792	$	502,271




Denominator
Basic weighted average shares outstanding	547,006		538,809		538,930
Dilutive potential common shares - equity awards(1)	269		338		310
Dilutive potential common shares - forward equity agreements(2)	—		—		1

Diluted weighted average common shares	547,275		539,147		539,241
Basic earnings (loss) per common share
Continuing operations	$	0.56	$	0.92	$	0.22
Discontinued operations	—		0.00		0.71
Net income (loss) applicable to common shares	$	0.56	$	0.92	$	0.93
Diluted earnings (loss) per common share
Continuing operations	$	0.56	$	0.92	$	0.22
Discontinued operations	—		0.00		0.71
Net income (loss) applicable to common shares	$	0.56	$	0.92	$	0.93

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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 year ended December 31, 2023, forward equity sales agreements had no dilutive impact as no shares were outstanding under ATM forward contracts during the year. For the year ended December 31, 2022, all 9.1 million shares that were settled during the year then ended were anti-dilutive. For the year ended December 31, 2021, represents the dilutive impact of 9.1 million shares that were not settled during the year then ended.

For each of the years ended December 31, 2023, 2022, and 2021, all 7 million shares issuable upon conversion of DownREIT units were not included because they were anti-dilutive.