Earnings Per Common Share

6 Months Ended

Jun. 30, 2022

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 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 and six months ended June 30, 2022 and 2021 was zero weighted-average incremental shares 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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator
Income (loss) from continuing operations	$	69,301	$	168,065	$	144,327	$	47,480
Noncontrolling interests' share in continuing operations	(3,955)		(3,535)		(7,685)		(6,841)
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc.	65,346		164,530		136,642		40,639
Less: Participating securities' share in continuing operations	(281)		(287)		(2,258)		(2,732)
Income (loss) from continuing operations applicable to common shares	65,065		164,243		134,384		37,907
Income (loss) from discontinued operations	2,992		113,960		3,309		383,968
Noncontrolling interests' share in discontinued operations	—		(2,210)		—		(2,539)
Net income (loss) applicable to common shares	$	68,057	$	275,993	$	137,693	$	419,336
Numerator - Dilutive
Net income (loss) applicable to common shares	$	68,057	$	275,993	$	137,693	$	419,336
Add: distributions on dilutive convertible units and other	—		1,540		—		—
Dilutive net income (loss) available to common shares	$	68,057	$	277,533	$	137,693	$	419,336
Denominator
Basic weighted average shares outstanding	539,558		538,929		539,456		538,805
Dilutive potential common shares - equity awards(1)	257		264		245		276

Dilutive potential common shares - DownREIT conversions	—		5,501		—		—
Diluted weighted average common shares	539,815		544,694		539,701		539,081
Basic earnings (loss) per common share
Continuing operations	$	0.12	$	0.30	$	0.25	$	0.07
Discontinued operations	0.01		0.21		0.01		0.71
Net income (loss) applicable to common shares	$	0.13	$	0.51	$	0.26	$	0.78
Diluted earnings (loss) per common share
Continuing operations	$	0.12	$	0.30	$	0.25	$	0.07
Discontinued operations	0.01		0.21		0.01		0.71
Net income (loss) applicable to common shares	$	0.13	$	0.51	$	0.26	$	0.78

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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).

For the three and six months ended June 30, 2022, the 9.1 million shares under forward sales agreements that have not been settled as of June 30, 2022 were anti-dilutive. For the three and six months ended June 30, 2021, forward sales agreements had no dilutive impact as no shares remained outstanding under ATM forward contracts during the period.

For the three months ended June 30, 2021, 6 million out of 7 million shares issuable upon conversion of DownREIT units were dilutive. For all other periods presented in the table above, all 7 million shares issuable upon conversion of DownREIT units were not included because they were anti-dilutive.