UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 000-55201

Healthcare Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	38-3888962
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
405 Park Ave., 4th Floor, New York, NY	10022
(Address of principal executive offices)	(Zip Code)
(212) 415-6500
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See definition of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o
Non-accelerated filer x	(Do not check if a smaller reporting company)	Smaller reporting company o
		Emerging growth company o

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

As of April 30, 2017, the registrant had 89,123,206 shares of common stock outstanding.

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets as of March 31, 2017 (Unaudited) and December 31, 2016	3
Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2017 and 2016 (Unaudited)	4
Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2017 (Unaudited)	5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 (Unaudited)	6
Notes to Consolidated Financial Statements (Unaudited)	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	32
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	51
Item 4. Controls and Procedures.	52
PART II - OTHER INFORMATION	53
Item 1. Legal Proceedings.	53
Item 1A. Risk Factors.	53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of Registered Securities.	53
Item 3. Defaults Upon Senior Securities.	53
Item 4. Mine Safety Disclosures.	53
Item 5. Other Information.	53
Item 6. Exhibits.	53
Signatures.	54

2

Part I — FINANCIAL INFORMATION

Item 1. Financial Statements.

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	March 31,			December 31,
	2017			2016
	(Unaudited)
ASSETS
Real estate investments, at cost:
Land	$	184,737		$	187,868
Buildings, fixtures and improvements	1,835,067			1,872,590
Construction in progress	62,899			60,055
Acquired intangible assets	233,059			234,749
Total real estate investments, at cost	2,315,762			2,355,262
Less: accumulated depreciation and amortization	(256,189		)	(241,027		)
Total real estate investments, net	2,059,573			2,114,235
Cash and cash equivalents	91,678			29,225
Restricted cash	4,388			3,962
Assets held for sale	37,822			—
Non-designated derivative assets, at fair value	64			61
Straight-line rent receivable, net	13,111			12,026
Prepaid expenses and other assets (including $0 and $163 due from related party as of March 31, 2017 and December 31, 2016, respectively)	20,086			22,073
Deferred costs, net	14,089			12,123
Total assets	$	2,240,811		$	2,193,705
LIABILITIES AND EQUITY
Mortgage notes payable, net of deferred financing costs	$	141,921		$	142,288
Mortgage premiums and discounts, net	26			466
Credit facilities	580,939			481,500
Market lease intangible liabilities, net	19,498			20,187
Accounts payable and accrued expenses (including $1,212 and $1,025 due to related parties as of March 31, 2017 and December 31, 2016, respectively)	28,973			27,080
Deferred rent	6,311			4,986
Distributions payable	12,919			12,872
Total liabilities	790,587			689,379
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding as of March 31, 2017 and December 31, 2016	—			—
Common stock, $0.01 par value, 300,000,000 shares authorized, 88,873,482 and 89,368,899 shares of common stock issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	889			894
Additional paid-in capital	1,970,958			1,981,136
Accumulated deficit	(530,296		)	(486,574		)
Total stockholders' equity	1,441,551			1,495,456
Non-controlling interests	8,673			8,870
Total equity	1,450,224			1,504,326
Total liabilities and equity	$	2,240,811		$	2,193,705

The accompanying notes are an integral part of these consolidated financial statements.

3

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended March 31,
	2017			2016
Revenues:
Rental income	$	24,022		$	26,592
Operating expense reimbursements	4,104			3,709
Resident services and fee income	46,489			45,202
Contingent purchase price consideration	—			6
Total revenues	74,615			75,509
Expenses:
Property operating and maintenance	42,611			38,792
Impairment charges	35			—
Operating fees to related parties	5,301			5,155
Acquisition and transaction related	2,845			42
General and administrative	4,157			3,987
Depreciation and amortization	20,483			24,615
Total expenses	75,432			72,591
Operating income (expense)	(817		)	2,918
Other income (expense):
Interest expense	(5,482		)	(4,984		)
Interest and other income	1			22
Loss on non-designated derivative instruments	(64		)	—
Total other expenses	(5,545		)	(4,962		)
Loss before income taxes	(6,362		)	(2,044		)
Income tax benefit	195			483
Net loss	(6,167		)	(1,561		)
Net loss attributable to non-controlling interests	28			6
Net loss attributable to stockholders	(6,139		)	(1,555		)
Other comprehensive loss:
Unrealized loss on investment securities, net	—			(7		)
Comprehensive loss attributable to stockholders	$	(6,139	)	$	(1,562	)
Basic and diluted weighted-average shares outstanding	89,639,676			86,658,678
Basic and diluted net loss per share	$	(0.07	)	$	(0.02	)
Distributions declared per share	$	0.42		$	0.42

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the Three Months Ended March 31, 2017

(In thousands, except share data)

(Unaudited)

	Common Stock
	Number of Shares		Par Value			Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Equity			Non-controlling Interests			Total Equity
Balance, December 31, 2016	89,368,899		$	894		$	1,981,136		$	(486,574	)	$	1,495,456		$	8,870		$	1,504,326
Common stock issued through distribution reinvestment plan	777,762		8			17,313			—			17,321			—			17,321
Common stock repurchases	(1,273,179	)	(13		)	(27,505		)	—			(27,518		)	—			(27,518		)
Share-based compensation	—		—			14			—			14			—			14
Distributions declared	—		—			—			(37,583		)	(37,583		)	—			(37,583		)
Distributions to non-controlling interest holders	—		—			—			—			—			(169		)	(169		)
Net loss	—		—			—			(6,139		)	(6,139		)	(28		)	(6,167		)
Balance, March 31, 2017	88,873,482		$	889		$	1,970,958		$	(530,296	)	$	1,441,551		$	8,673		$	1,450,224

The accompanying notes are an integral part of this unaudited consolidated financial statement.

5

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2017			2016
Cash flows from operating activities:
Net loss	$	(6,167	)	$	(1,561	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	20,483			24,615
Amortization of deferred financing costs	1,277			1,139
Amortization of mortgage premiums and discounts, net	(440		)	(514		)
Amortization of market lease and other intangibles, net	118			27
Bad debt expense	3,510			386
Share-based compensation	14			15
Loss on non-designated derivative instruments	64			—
Impairment charges	35			—
Changes in assets and liabilities:
Straight-line rent receivable	(1,419		)	(3,161		)
Prepaid expenses and other assets	(1,634		)	1,699
Accounts payable, accrued expenses and other liabilities	1,893			2,707
Deferred rent	1,325			384
Restricted cash	(426		)	348
Net cash provided by operating activities	18,633			26,084
Cash flows from investing activities:
Investments in real estate	(2,844		)	(5,872		)
Deposits paid for real estate acquisitions	(600		)	(2,000		)
Capital expenditures	(1,141		)	(1,813		)
Net cash used in investing activities	(4,585		)	(9,685		)
Cash flows from financing activities:
Proceeds from credit facilities	99,439			30,000
Payments on mortgage notes payable	(590		)	(4,664		)
Payments for undesignated derivative instruments	(67		)	—
Payments of deferred financing costs	(2,475		)	(3		)
Common stock repurchases	(27,518		)	(12,015		)
Distributions paid	(20,215		)	(17,510		)
Distributions to non-controlling interest holders	(169		)	(172		)
Net cash provided by (used in) financing activities	48,405			(4,364		)
Net change in cash and cash equivalents	62,453			12,035
Cash and cash equivalents, beginning of period	29,225			24,474
Cash and cash equivalents, end of period	$	91,678		$	36,509

6

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2017		2016
Supplemental disclosures of cash flow information:
Cash paid for interest	$	4,977	$	4,543
Non-cash investing and financing activities:
Accrued repurchases included in accounts payable and accrued expenses	$	—	$	163
Common stock issued through distribution reinvestment plan	17,321		19,120

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

Note 1 — Organization

Healthcare Trust, Inc. (including, as required by context, Healthcare Trust Operating Partnership, LP (the "OP") and its subsidiaries, the "Company") invests in healthcare real estate, focusing on seniors housing and medical office buildings ("MOB"), located in the United States for investment purposes. As of March 31, 2017, the Company owned 163 properties located in 29 states and comprised of 8.4 million rentable square feet.

The Company, which was incorporated on October 15, 2012, is a Maryland corporation that elected and qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with its taxable year ended December 31, 2013. Substantially all of the Company's business is conducted through the OP.

In February 2013, the Company commenced its initial public offering (the "IPO") on a "reasonable best efforts" basis of up to $1.7 billion of common stock, $0.01 par value per share, at a price of $25.00 per share, subject to certain volume and other discounts. The Company closed its IPO in November 2014. As of March 31, 2017, the Company had 88.9 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the Company's distribution reinvestment plan (the "DRIP"), and had received total proceeds from the IPO and DRIP of $2.2 billion, net of share repurchases.

The Company has no employees. Healthcare Trust Advisors, LLC (the "Advisor") has been retained by the Company to manage the Company's affairs on a day-to-day basis. The Company has retained Healthcare Trust Properties, LLC (the "Property Manager") to serve as the Company's property manager. The Advisor and Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, "AR Global"), the parent of the Company's sponsor, American Realty Capital VII, LLC (the "Sponsor"), as a result of which they are related parties, and each have received or will receive compensation, fees and expense reimbursements from the Company for services related to managing its business. The Advisor, Healthcare Trust Special Limited Partnership, LLC (the "Special Limited Partner") and Property Manager also have received or will receive compensation, fees and expense reimbursements related to the investment and management of the Company's assets.

Note 2 — Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results for the entire year or any subsequent interim period.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2016, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 20, 2017. There have been no significant changes to the Company's significant accounting policies during the three months ended March 31, 2017 other than the updates described below.

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.

8

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance was to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption was not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB deferred the effective date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date. The Company is evaluating the impact of the implementation of this guidance, including performing a preliminary review of all revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition. The Company is continuing to evaluate the allowable methods of adoption.

In January 2016, the FASB issued an update that amends the recognition and measurement of financial instruments. The new guidance revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for most of the amendments in the update. The Company is currently evaluating the impact of this new guidance.

In February 2016, the FASB issued an update that sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The revised guidance supersedes previous leasing standards and is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company has begun developing an inventory of all leases as well as identifying any non-lease components in our lease arrangements. The Company is continuing to evaluate the impact of this new guidance.

In March 2016, the FASB issued guidance which requires an entity to determine whether the nature of its promise to provide goods or services to a customer is performed in a principal or agent capacity and to recognize revenue in a gross or net manner based on its principal/agent designation. This guidance is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance.

In August 2016, the FASB issued guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The revised guidance is effective for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance.

In November 2016, the FASB issued guidance on the classification of restricted cash in the statement of cash flows. The amendment requires restricted cash to be included in the beginning-of-period and end-of-period total cash amounts. Therefore, transfers between cash and restricted cash will no longer be shown on the statement of cash flows. The guidance is effective for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance.

9

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

In February 2017, the FASB issued guidance on other income, specifically gains and losses from the derecognition of nonfinancial assets. The guidance clarifies the definition of ‘in substance non-financial assets’, unifies guidance related to partial sales of non-financial assets, eliminates rules specifically addressing the sales of real estate, removes exception to the financial asset derecognition model and clarifies the accounting for contributions of non-financial assets to joint ventures. The revised guidance is effective for reporting periods beginning after December 15, 2017. Early adoption is permitted but only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of this new guidance.

Recently Adopted Accounting Pronouncements

In October 2016, the FASB issued guidance where a reporting entity will need to evaluate if it should consolidate a VIE. The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The revised guidance is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company has adopted the provisions of this guidance beginning January 1, 2017 and determined that there is no impact to our consolidated financial position, results of operations and cash flows.

In January 2017, the FASB issued guidance that revises the definition of a business. This new guidance is applicable when evaluating whether an acquisition should be treated as either a business acquisition or an asset acquisition. Under the revised guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset or group of similar assets, the assets acquired would not be considered a business. The revised guidance is effective for reporting periods beginning after December 15, 2017, and the amendments will be applied prospectively. Early application is permitted only for transactions that have not previously been reported in issued financial statements. The Company has assessed this revised guidance and expects, based on historical acquisitions, that, in most cases, a future property acquisition would be treated as an asset acquisition rather than a business acquisition, which would result in the capitalization of related transaction costs. The Company has adopted the provisions of this guidance beginning January 1, 2017.

Note 3 — Real Estate Investments

The Company owned 163 properties as of March 31, 2017. The Company invests in medical office buildings ("MOB"), seniors housing communities and other healthcare-related facilities primarily to expand and diversify its portfolio and revenue base. The following table presents the capitalized construction in progress during the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31,
(Dollar amounts in thousands)	2017		2016
Real estate investments, at cost:
Construction in progress	$	2,844	$	5,872
Cash paid for real estate investments	$	2,844	$	5,872

The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter as of March 31, 2017. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes, among other items.

(In thousands)	Future Minimum Base Rent Payments
April 1, 2017 — December 31, 2017	$	62,382
2018	79,400
2019	73,069
2020	67,579
2021	62,348
Thereafter	329,016
Total	$	673,794

10

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

As of March 31, 2017 and 2016, the Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10% or greater of total annualized rental income for the portfolio on a straight-line basis.

The following table lists the states where the Company had concentrations of properties where annualized rental income on a straight-line basis represented 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of March 31, 2017 and 2016:

	March 31,
State	2017	2016
Florida	19.4%	18.7%
Georgia	10.2%	*
Iowa	10.5%	10.1%
Pennsylvania	12.0%	11.7%

_______________

* State's annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income for all portfolio properties as of the date specified.

Intangible Assets and Liabilities

Acquired intangible assets and liabilities consisted of the following as of the periods presented:

	March 31, 2017						December 31, 2016
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets:
In-place leases	$	194,249	$	119,420	$	74,829	$	195,940	$	115,641	$	80,299
Intangible market lease assets	28,221		6,377		21,844		28,220		5,798		22,422
Other intangible assets	10,589		640		9,949		10,589		574		10,015
Total acquired intangible assets	$	233,059	$	126,437	$	106,622	$	234,749	$	122,013	$	112,736
Intangible market lease liabilities	$	25,614	$	6,116	$	19,498	$	25,614	$	5,427	$	20,187

The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangible assets, amortization and accretion of above- and below-market lease assets and liabilities, net and the accretion of above-market ground leases, for the periods presented:

	Three Months Ended March 31,
(In thousands)	2017			2016
Amortization of in-place leases and other intangible assets(1)	$	5,536		$	9,545
Amortization and (accretion) of above- and below-market leases, net(2)	$	(153	)	$	(62	)
Accretion of above-market ground leases(3)	$	43		$	43

_______________

(1) Reflected within depreciation and amortization expense

(2) Reflected within rental income

(3) Reflected within property operating and maintenance expense

11

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

The following table provides the projected amortization expense and adjustments to revenues for the next five years:

(In thousands)	April 1, 2017 — December 31, 2017			2018			2019			2020			2021
In-place lease assets	$	11,366		$	13,162		$	10,614		$	8,683		$	7,141
Other intangible assets	199			265			265			265			265
Total to be added to amortization expense	$	11,565		$	13,427		$	10,879		$	8,948		$	7,406
Above-market lease assets	$	(1,352	)	$	(1,357	)	$	(1,068	)	$	(742	)	$	(532	)
Below-market lease liabilities	1,526			1,851			1,571			1,414			1,265
Total to be added to rental income	$	174		$	494		$	503		$	672		$	733
Below-market ground lease assets	$	159		$	212		$	212		$	212		$	212
Above-market ground lease liabilities	(30		)	(40		)	(40		)	(40		)	(40		)
Total to be added to property operating and maintenance expense	$	129		$	172		$	172		$	172		$	172

Assets Held For Sale

When assets are identified by management as held for sale, the Company stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company's estimate of the net sales price of the assets.

In January 2017, the Company entered into an agreement to sell eight of its skilled nursing facility properties (the "SNF Properties") for an aggregate contract purchase price of $42.0 million if closing occurs in 2017, and $44.1 million if closing occurs in 2018 (including any amendments thereto, the "SNF PSA"). Subsequently, in February 2017, the due diligence period of the SNF PSA expired and, concurrently with the expiration of the due diligence period, the Company stopped recognizing depreciation and amortization expense and reclassified the SNF Properties as held for sale on the consolidated balance sheet. The SNF PSA provides for an extended closing period to include seven closing adjournment periods, each requiring a non-refundable deposit through the final closing adjournment date, September 28, 2018. The Company does not have a material relationship with the potential buyer, and the disposition will not be an affiliated transaction. Although the Company believes the disposition of the SNF Properties is probable, there can be no assurance that the disposition will be consummated. The Company expects the disposition to be consummated before December 31, 2017. In connection with the SNF Properties being classified as held for sale, the Company recognized an impairment charge of approximately $35,000 on one of the eight SNF Properties.

In February 2017, the Company's then-existing operator entered into an agreement to transfer the operations of the SNF Properties to a new operator (the "SNF OTA"). The SNF OTA permanently transferred all aspects of operations to the new operator effective February 15, 2017 and is not dependent on closing on the sale of the SNF Properties as outlined in the SNF PSA. On March 1, 2017, in connection with the new operator assuming the leases of the SNF Properties from the old operator pursuant to the SNF OTA, the Company paid its third-party broker a leasing commission of $0.4 million. The Company capitalized this cost to deferred costs, net on the consolidated balance sheet as of March 31, 2017 and is amortizing the cost through December 31, 2017, the expected disposition date of the SNF Properties.

Additionally, on March 1, 2017, in connection with the SNF PSA and SNF OTA, the Company reached an agreement with the prior tenants of the SNF Properties to provide a one-time payment of $2.8 million to a creditor of the prior tenants in order to close on the transfer of operations of the SNF Properties. This payment was made in March 2017 and is included in the Company's acquisition and transaction related expenses in the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2017.

12

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

The following table details the major classes of assets associated with the properties that have been classified as held for sale as of March 31, 2017:

(In thousands)	March 31, 2017
Real estate held for sale, at cost:
Land	$	3,131
Buildings, fixtures and improvements	38,596
Total real estate held for sale, at cost	41,727
Less accumulated depreciation and amortization	(3,870		)
Real estate assets held for sale, net	37,857
Impairment charges related to properties reclassified as held for sale	(35		)
Assets held for sale	$	37,822

Note 4 — Investment Securities

As of March 31, 2017 and December 31, 2016, the Company had no investment securities. Investment securities previously owned were sold during the third quarter 2016. During the three months ended March 31, 2016, the Company had unrealized loss on investment securities, net of approximately $7,000, which is reflected in the consolidated statements of operations and comprehensive loss.

Note 5 — Credit Facilities

The Company has the following credit facilities outstanding as of March 31, 2017 and December 31, 2016:

			Outstanding Facility Amount as of				Effective Interest Rate
Credit Facility	Encumbered Properties		March 31, 2017		December 31, 2016		March 31, 2017			December 31, 2016			Maturity
			(In thousands)		(In thousands)
Revolving Credit Facility	69	(1)	$	467,500	$	421,500	2.19	%		2.00	%		Mar. 2019
Master Credit Facilities:
Capital One Facility	2	(2)	83,439		30,000		3.32	%		3.24	%		Nov. 2026
KeyBank Facility	4	(3)	30,000		30,000		3.32	%		3.24	%		Nov. 2026
Total Master Credit Facilities			113,439		60,000
Total Credit Facilities	75		$	580,939	$	481,500	2.41	%	(4)	2.15	%	(4)

_______________

(1) The Revolving Credit Facility is secured by a pledged pool of eligible unencumbered real estate assets.

(2) The Capital One Facility is secured by first-priority mortgages on two of the Company’s seniors housing properties located in Florida as of March 31, 2017.

(3) The KeyBank Facility is secured by first-priority mortgages on four of the Company’s seniors housing properties located in Michigan, Missouri and Kansas as of March 31, 2017.

(4) Calculated on a weighted average basis for all credit facilities outstanding as of March 31, 2017 and December 31, 2016.

Revolving Credit Facility

On March 21, 2014, the Company entered into a senior secured revolving credit facility in the amount of $50.0 million (the "Revolving Credit Facility"). The Company amended the Revolving Credit Facility in 2014 and 2015, which, among other things, allowed for borrowings of up to $565.0 million. The Revolving Credit Facility also contains a sub-facility for letters of credit of up to $25.0 million and an "accordion" feature to allow the Company, under certain circumstances, to increase the aggregate borrowings under the Revolving Credit Facility to a maximum of $750.0 million. On February 24, 2017, the Company further amended its Revolving Credit Facility, which, among other things, amended the method and inputs used in the calculation of certain financial covenants contained within the Revolving Credit Facility.

13

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

The Company has the option, based upon its leverage, to have the Revolving Credit Facility priced at either: (a) LIBOR, plus an applicable margin that ranges from 1.60% to 2.20%; or (b) the Base Rate, plus an applicable margin that ranges from 0.35% to 0.95%. The Base Rate is defined in the Revolving Credit Facility as the greater of (i) the fluctuating annual rate of interest announced from time to time by the lender as its “prime rate,” (ii) 0.5% above the federal funds effective rate or (iii) the applicable one-month LIBOR plus 1.0%.

The Revolving Credit Facility provides for monthly interest payments for each Base Rate loan and periodic payments for each LIBOR loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the maturity date of March 21, 2019. The Revolving Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty (subject to standard breakage costs). In the event of a default, the lender has the right to terminate its obligations under the Revolving Credit Facility and to accelerate the payment on any unpaid principal amount of all outstanding loans.

The Company's unused borrowing capacity was $29.8 million, based on assets assigned to the Revolving Credit Facility as of March 31, 2017. The Revolving Credit Facility requires the Company to meet certain financial covenants. As of March 31, 2017, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

Master Credit Facilities

On October 31, 2016, the Company, through wholly-owned subsidiaries of the OP, entered into a master credit facility agreement (the “KeyBank Credit Agreement”) relating to a secured credit facility with KeyBank National Association (“KeyBank”) and a master credit facility agreement (the “Capital One Credit Agreement” and, together with the KeyBank Credit Agreement, the “Master Credit Agreements”) relating to a secured credit facility with Capital One Multifamily Finance, LLC (“Capital One”). The Master Credit Agreements and related loan documents were issued through Fannie Mae’s (“Lender”) Multifamily MBS program and assigned by Capital One and KeyBank to the Lender at closing.

The secured master credit facility with KeyBank (the “KeyBank Facility”) and the secured master credit facility with Capital One (the “Capital One Facility”, and together with the KeyBank Facility, the “Master Credit Facilities”) each provided for an initial $30.0 million of advances. The Master Credit Facilities are secured by six unencumbered properties, in aggregate. The Company may request future advances under the Master Credit Facilities by borrowing against the value of the initial mortgaged properties, as described below, or by adding eligible properties to the collateral pool, subject to customary conditions, including satisfaction of minimum debt service coverage and maximum loan-to-value tests. The initial advances under the Master Credit Facilities will mature on November 1, 2026. Beginning December 1, 2016, the annual interest rates under the Master Credit Facilities changed to vary on a monthly basis and are equal to the sum of the current One Month LIBOR and 2.62%, with a floor of 2.62%. “One Month LIBOR” means the London Inter-Bank Offered Rate for one month U.S. dollar-denominated deposits. Prior to December 1, 2016, borrowings under the KeyBank Facility and the Capital One Facility had initial interest rates of 3.15% and 3.156%, respectively, per annum. Effective October 31, 2016, in conjunction with the execution of the Master Credit Facilities, the OP entered into two interest rate cap agreements (the "IR Caps") with an unrelated third party, which cap interest paid on amounts outstanding under the Master Credit Facilities to a maximum of 3.5%. The IR Caps terminate on November 1, 2019. The Master Credit Agreements require the Company to enter into replacement interest rate cap or swap agreements upon termination of the IR Caps, to the extent any variable rate loans are outstanding on the date of termination.

The KeyBank Facility was initially secured by first-priority mortgages on four of the Company’s seniors housing properties located in Michigan, Missouri and Kansas. The Capital One Facility was initially secured by first-priority mortgages on two of the Company’s seniors housing properties located in Florida. Each of the security agreements securing the Master Credit Facilities are cross-defaulted and cross-collateralized with the other security agreements securing the Master Credit Facilities. The Master Credit Facilities are non-recourse, subject to standard carve-outs and environmental indemnities, which obligations are guaranteed by the OP on an unsecured basis.

The initial advances under the Master Credit Facilities may not be prepaid until November 1, 2017, after which they may be prepaid in full or in part through July 31, 2026 with payment of a 1% prepayment premium, and may be freely prepaid in full or in part thereafter. The Master Credit Agreements provide for optional acceleration by the Lender upon an event of default. The Master Credit Agreements contain customary events of default, including the breach of transfer prohibitions, principal or interest payment defaults and bankruptcy-related defaults.

14

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

On March 30, 2017, the Company increased its advances under the Capital One Facility by $53.4 million (the "2017 Capital One Advance"). The 2017 Capital One Advance was secured by borrowing against the value of the initial mortgaged properties subject to the Capital One Facility. Effective March 30, 2017, in conjunction with the 2017 Capital One Advance, the OP entered into an additional interest rate cap agreement (the "2017 IR Cap") with an unrelated third party, which cap interest paid on amounts outstanding on the 2017 Capital One Advance under the Capital One Facility to a maximum of 3.5%. The 2017 IR Cap terminates on April 1, 2020.

Upon an event of default under the Master Credit Agreements, payment of any unpaid amounts under the applicable Master Credit Facility may be accelerated by Lender and Lender may exercise its rights with respect to the applicable pool of seniors housing properties securing the Master Credit Facilities.

Note 6 — Mortgage Notes Payable

The following table reflects the Company's mortgage notes payable as of March 31, 2017 and December 31, 2016:

		Outstanding Loan Amount as of						Effective Interest Rate as of
Portfolio	Encumbered Properties	March 31, 2017			December 31, 2016			March 31, 2017		(1)	Interest Rate		Maturity
		(In thousands)			(In thousands)
Medical Center of New Windsor - New Windsor, NY	1	$	8,569		$	8,602		6.39	%		Fixed		Sep. 2017
Plank Medical Center - Clifton Park, NY	1	3,401			3,414			6.39	%		Fixed		Sep. 2017
Countryside Medical Arts - Safety Harbor, FL	1	5,880			5,904			6.07	%		Fixed	(2)	Apr. 2019
St. Andrews Medical Park - Venice, FL	3	6,499			6,526			6.07	%		Fixed	(2)	Apr. 2019
Slingerlands Crossing Phase I - Bethlehem, NY	1	6,564			6,589			6.39	%		Fixed		Sep. 2017
Slingerlands Crossing Phase II - Bethlehem, NY	1	7,642			7,671			6.39	%		Fixed		Sep. 2017
Benedictine Cancer Center - Kingston, NY	1	6,693			6,719			6.39	%		Fixed		Sep. 2017
Aurora Healthcare Center Portfolio - WI	6	30,746			30,858			6.55	%		Fixed		Jan. 2018
Palm Valley Medical Plaza - Goodyear, AZ	1	3,403			3,428			4.15	%		Fixed		Jun. 2023
Medical Center V - Peoria, AZ	1	3,130			3,151			4.75	%		Fixed		Sep. 2023
Courtyard Fountains - Gresham, OR	1	24,706			24,820			3.87	%		Fixed		Jan. 2020
Fox Ridge Bryant - Bryant, AR	1	7,665			7,698			3.98	%		Fixed		May 2047
Fox Ridge Chenal - Little Rock, AR	1	17,474			17,540			3.98	%		Fixed		May 2049
Fox Ridge North Little Rock - North Little Rock, AR	1	10,842			10,884			3.98	%		Fixed		May 2049
Gross mortgage notes payable	21	143,214			143,804			5.27	%	(3)
Deferred financing costs, net of accumulated amortization		(1,293		)	(1,516		)
Mortgage notes payable, net of deferred financing costs		$	141,921		$	142,288

_______________

(1)    Effective interest rate as of March 31, 2017 and December 31, 2016.

(2)    Fixed interest rate through May 2017. Interest rate changes to variable rate starting in June 2017.

(3)    Calculated on a weighted average basis for all mortgages outstanding as of March 31, 2017.

As of March 31, 2017, the Company had pledged $264.1 million in real estate as collateral for these mortgage notes payable. This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable on the properties. Except as noted above, the Company makes payments of principal and interest on all of its mortgage notes payable on a monthly basis.

15

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

The following table summarizes the scheduled aggregate principal payments on mortgage notes payable for the five years subsequent to March 31, 2017 and thereafter:

(In thousands)	Future Principal Payments
April 1, 2017 — December 31, 2017	$	34,243
2018	31,893
2019	13,324
2020	24,279
2021	892
Thereafter	38,583
Total	$	143,214

Some of the Company's mortgage note agreements require the compliance with certain property-level financial covenants including debt service coverage ratios. As of March 31, 2017, the Company was in compliance with the financial covenants under its mortgage note payable agreements.

Note 7 — Fair Value of Financial Instruments

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 — Unobservable inputs that reflect the entity's own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of March 31, 2017, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties.

16

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

The Company had impaired real estate investments held for sale, which were carried at fair value on the consolidated balance sheet as of March 31, 2017. Impaired real estate investments held for sale were valued using the sale price from the SNF PSA less costs to sell, which is an observable input. As a result, the Company's impaired real estate investments held for sale are classified in Level 2 of the fair value hierarchy. There were no impaired real estate investments held for sale as of December 31, 2016.

The following table presents information about the Company's assets measured at fair value as of March 31, 2017 and December 31, 2016, aggregated by the level in the fair value hierarchy within which those instruments fall.

(In thousands)	Basis of Measurement	Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
March 31, 2017
Interest rate caps	Recurring	$	—	$	64	$	—	$	64
Impaired assets held for sale	Non-recurring	—		1,323		—		—
Total		$	—	$	1,387	$	—	$	64
December 31, 2016
Interest rate caps	Recurring	$	—	$	61	$	—	$	61

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the three months ended March 31, 2017.

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair values of short-term financial instruments such as cash and cash equivalents, restricted cash, straight-line rent receivable, net, prepaid expenses and other assets, deferred costs, net, accounts payable and accrued expenses, deferred rent and distributions payable approximate their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below:

		Carrying Amount(1) at		Fair Value at		Carrying Amount(1) at		Fair Value at
(In thousands)	Level	March 31, 2017		March 31, 2017		December 31, 2016		December 31, 2016
Gross mortgage notes payable and mortgage premium, net	3	$	143,240	$	143,468	$	144,270	$	144,261
Revolving Credit Facility	3	$	467,500	$	467,500	$	421,500	$	421,500
Master Credit Facilities	3	$	113,439	$	113,439	$	60,000	$	60,000

_______________________________

(1) Carrying value includes gross mortgage notes payable of $143.2 million and $143.8 million and mortgage premiums and discounts, net of approximately $26,000 and $0.5 million as of March 31, 2017 and December 31, 2016, respectively.

The fair value of the mortgage notes payable is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. Advances under the Revolving Credit Facility and the Master Credit Facilities are considered to be reported at fair value, because their interest rates vary with changes in LIBOR.

17

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

Note 8 — Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company may use derivative financial instruments, including interest rate swaps, caps, collars, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure. Additionally, in using interest rate derivatives, the Company aims to add stability to interest expense and to manage its exposure to interest rate movements. The Company does not intend to utilize derivatives for speculative purposes or purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company, and its affiliates, may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

Derivatives Not Designated as Hedges

These derivatives are used to manage the Company's exposure to interest rate movements, but do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated as hedges under a qualifying hedging relationship are recorded directly to net loss.

Changes in the fair value of derivatives not designated as a hedge in qualified hedging relationships are recorded directly in earnings, which resulted in an expense of $0.1 million for the three months ended March 31, 2017. The Company did not have any derivatives outstanding as of March 31, 2016.

As of March 31, 2017 and December 31, 2016, the Company had the following outstanding interest rate derivatives that were not designated as a hedge in qualified hedging relationships.

	March 31, 2017			December 31, 2016
Interest Rate Derivative	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
		(In thousands)			(In thousands)
Interest rate caps	3	$	113,439	2	$	60,000

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2017 and December 31, 2016:

(In thousands)	Balance Sheet Location	March 31, 2017		December 31, 2016
Derivatives not designated as hedging instruments:
Interest rate caps	Non-designated derivatives assets, at fair value	$	64	$	61

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

As of March 31, 2017, the Company had no derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements. As of March 31, 2017, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value.

Note 9 — Common Stock

As of March 31, 2017 and December 31, 2016, the Company had 88.9 million and 89.4 million shares of common stock outstanding, respectively, including unvested restricted shares and shares issued pursuant to the DRIP, net of shares repurchases. As of March 31, 2017 and December 31, 2016, the Company had received total proceeds from the IPO and DRIP, net of shares repurchases, of $2.2 billion.

18

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

In April 2013, the Board authorized, and the Company declared, a distribution payable on a monthly basis to stockholders of record at a rate equal to $1.70 per annum, per share of common stock, which began in May 2013. In March 2017, the Board authorized a decrease in the rate at which the Company pays monthly distributions to stockholders, effective as of April 1, 2017, equivalent to $1.45 per annum, per share of common stock. Distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The Board may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured.

On March 30, 2017, the Board approved an updated estimate of per-share net asset value ("Estimated Per-Share NAV") as of December 31, 2016. The Company intends to publish Estimated Per-Share NAV periodically at the discretion of the Company's board of directors, provided that such valuations will be made at least once annually.

Distribution Reinvestment Plan

Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased under the DRIP. The shares purchased pursuant to the DRIP have the same rights and are treated in the same manner as the shares issued pursuant to the IPO. The Board may designate that certain cash or other distributions be excluded from reinvestment pursuant to the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded as equity in the accompanying consolidated balance sheet in the period distributions are declared. During the three months ended March 31, 2017, the Company issued 0.8 million shares of common stock pursuant to the DRIP, generating aggregate proceeds of $17.3 million.

Until April 7, 2016 (the "Original NAV Pricing Date"), the Company offered shares pursuant to the DRIP at $23.75, which was 95.0% of the initial offering price of shares of common stock in the IPO. Effective April 7, 2016, the Company began offering shares pursuant to the DRIP at the then-current Estimated Per-Share NAV approved by the Board. Effective March 30, 2017, the Company began offering shares pursuant to the DRIP at the Estimated Per-Share NAV as of December 31, 2016.

Share Repurchase Program

The Board has adopted the share repurchase program (as amended and restated, the "SRP"), which enables stockholders to sell their shares to the Company in limited circumstances. The SRP permits investors to sell their shares back to the Company after they have held them for at least one year, subject to the significant conditions and limitations described below.

Prior to the Original NAV Pricing Date, the repurchase price per share was as follows (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations):

• the lower of $23.13 or 92.5% of the price paid to acquire the shares, for stockholders who had continuously held their shares for a period greater than one year and less than two years;

• the lower of $23.75 or 95.0% of the price paid to acquire the shares, for stockholders who had continuously held their shares for greater than two years and less than three years;

• the lower of $24.38 or 97.5% of the price paid to acquire the shares, for stockholders who had continuously held their shares for greater than three years and less than four years; and

• the lower of $25.00 or 100.0% of the price paid to acquire the shares, for stockholders who had continuously held their shares for greater than four years.

In cases of requests for death and disability, the repurchase price was equal to the price paid to acquire the shares.

Beginning with the Original NAV Pricing Date, the price per share that the Company pays to repurchase its shares is as follows (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations):

• 92.5% of the then-current (at the time of repurchase) Estimated Per-Share NAV for stockholders who had continuously held their shares for a period greater than one year and less than two years;

• 95.0% of the then-current Estimated Per-Share NAV for stockholders who had continuously held their shares for a period greater than two years and less than three years;

• 97.5% of the then-current Estimated Per-Share NAV for stockholders who had continuously held their shares for a period greater than three years and less than four years; and

19

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

• 100.0% of the then-current Estimated Per-Share NAV for stockholders who had continuously held their shares for a period greater than four years.

In cases of requests for death and disability, the repurchase price is equal to then-current Estimated Per-Share NAV at the time of repurchase.

Under the SRP, repurchases of shares of the Company's common stock, when requested, are at the sole discretion of the Board and generally are made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester are limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year (the "Prior Year Outstanding Shares"), with a maximum for any fiscal year of 5.0% of the Prior Year Outstanding Shares. In addition, the Company is only authorized to repurchase shares in a given fiscal semester up to the amount of proceeds received from its DRIP in that same fiscal semester.

On June 28, 2016, the Board amended the Company’s SRP (the "Special 2016 SRP Amendment") to provide for one twelve-month repurchase period for calendar year 2016 (the “2016 Repurchase Period”) instead of two semi-annual periods ending June 30 and December 31. The annual limit on repurchases under the SRP remained unchanged and continued to be limited to a maximum of 5.0% of the Prior Year Outstanding Shares and was subject to the terms and limitations set forth in the SRP. Accordingly, the 2016 Repurchase Period was limited to a maximum of 5.0% of the Prior Year Outstanding Shares and continues to be subject to the terms and conditions set forth in the SRP, as amended. Following calendar year 2016, the repurchase periods return to two semi-annual periods and applicable limitations set forth in the SRP. On January 25, 2017, the Board further amended the Company’s SRP for calendar year 2016, changing the date on which any repurchases were to be made in respect of requests made during the calendar year 2016 to no later than March 15, 2017, rather than on or before the 31st day following December 31, 2016. All other terms of the SRP remained in effect, including that repurchases pursuant to the SRP are at the sole discretion of the Board.

When a stockholder requests repurchases and the repurchases are approved, the Company reclassifies such an obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased have the status of authorized but unissued shares. The following table reflects the number of shares repurchased cumulatively through March 31, 2017:

	Number of Shares Repurchased	Weighted-Average Price per Share
Cumulative repurchases as of December 31, 2016	975,030	$	23.73
Three months ended March 31, 2017 (1)	1,273,179	21.61
Cumulative repurchases as of March 31, 2017 (1)	2,248,209	$	22.53

_____________________________

(1) Excludes rejected repurchases of 2.3 million shares for $48.7 million at a weighted average price per share of $21.27, which were unfulfilled as of March 31, 2017.

Note 10 —Related Party Transactions and Arrangements

As of March 31, 2017 and December 31, 2016, the Special Limited Partner owned 8,888 shares of the Company's outstanding common stock. The Advisor and its affiliates may incur and pay costs and fees on behalf of the Company. As of March 31, 2017 and December 31, 2016, the Advisor held 90 units of limited partner interests in the OP ("OP Units").

Realty Capital Securities, LLC (the "Former Dealer Manager") served as the dealer manager of the IPO. American National Stock Transfer, LLC ("ANST"), a subsidiary of the parent company of the Former Dealer Manager, provided other general professional services through January 2016. RCS Capital Corporation ("RCAP"), the parent company of the Former Dealer Manager and certain of its affiliates that provided the Company with services, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was also under common control with AR Global, the parent of the Sponsor. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name Aretec Group, Inc. On March 8, 2017, the creditor trust established in connection with the RCAP bankruptcy filed suit against AR Global, the Advisor, advisors of other entities sponsored by AR Global, and AR Global’s principals (including Mr. Weil, a member of the board of directors). The suit alleges, among other things, certain breaches of duties to RCAP. The Company is not named in the suit, nor are there any allegations related to the services the Advisor provides to the Company. The Advisor has informed the Company that it believes that the suit is without merit and intends to defend against it vigorously.

20

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

The limited partnership agreement of the OP provides for a special allocation, solely for tax purposes, of excess depreciation deductions of up to $10.0 million to the Company's Advisor, a limited partner of the OP.  In connection with this special allocation, the Company's Advisor has agreed to restore a deficit balance in its capital account in the event of a liquidation of the OP and has agreed to provide a guaranty or indemnity of indebtedness of the OP.

Fees Incurred in Connection With the Operations of the Company

On February 17, 2017, the members of a special committee of the Board unanimously approved certain amendments to the Amended and Restated Advisory Agreement, as amended (the "Original A&R Advisory Agreement"), by and among the Company, the OP and the Advisor (the "Second A&R Advisory Agreement"). The Second A&R Advisory Agreement, which superseded the Original A&R Advisory Agreement, took effect on February 17, 2017. The initial term of the Second A&R Advisory Agreement is ten years beginning on February 17, 2017, and is automatically renewable for another ten-year term upon each ten-year anniversary unless the agreement is terminated (i) with notice of an election not to renew at least 365 days prior to the applicable tenth anniversary, (ii) in accordance with a change in control or a transition to self-management (see the section titled "Termination Fees" included within this footnote), (iii) by 67% of the independent directors of the board of directors for with cause, without penalty, with 45 days notice or (iv) with 60 days prior written notice by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Second A&R Advisory Agreement or (b) any material breach of the Second A&R Advisory Agreement of any nature whatsoever by the Company.

Acquisition Fees

The Advisor was paid an acquisition fee equal to 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment. The Advisor was also reimbursed for services provided for which it incurs investment-related expenses, or insourced expenses. The amount reimbursed for insourced expenses may not exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount advanced for a loan or other investment. Additionally, the Company reimbursed the Advisor for third party acquisition expenses. The aggregate amount of acquisition fees and financing coordination fees (as described below) may not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment for all the assets acquired. As of March 31, 2017, aggregate acquisition fees and financing fees did not exceed the 1.5% threshold. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees payable with respect to the Company's portfolio of investments or reinvestments exceed 4.5% of the contract purchase price of the Company's portfolio to be measured at the close of the acquisition phase or 4.5% of the amount advanced for all loans or other investments. As of March 31, 2017, the total of all cumulative acquisition fees, acquisition expenses and financing coordination fees did not exceed the 4.5% threshold.

With the execution of the Second A&R Advisory Agreement, the acquisition fee was terminated, however the Advisor may continue to be reimbursed for services provided for which it incurs investment-related expenses, or insourced expenses. The amount reimbursed for insourced expenses may not exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount advanced for a loan or other investment. Additionally, the Company reimburses the Advisor for third party acquisition expenses.

Financing Coordination Fees

If the Advisor provided services in connection with the origination or refinancing of any debt that the Company obtained and used to acquire properties or to make other permitted investments, or that was assumed, directly or indirectly, in connection with the acquisition of properties, the Company paid the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations.

The Second A&R Advisory Agreement terminated the financing coordination fee.

21

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

Asset Management Fees and Variable Management/Incentive Fees

Until March 31, 2015, for its asset management services, the Company issued the Advisor an asset management subordinated participation by causing the OP to issue (subject to periodic approval by the Board) to the Advisor performance-based restricted, forfeitable partnership units of the OP designated as "Class B Units." The Class B Units were intended to be profit interests and vest, and are no longer subject to forfeiture, at such time as: (x) the value of the OP's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following occurs: (1) a listing; (2) an other liquidity event or (3) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). Unvested Class B Units will be forfeited immediately if: (a) the advisory agreement is terminated for any reason other than a termination without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company's independent directors without cause before the economic hurdle has been met.

When approved by the Board, the Class B Units were issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. The number of Class B Units issued in any quarter was equal to: (i) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875% over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (ii) the value of one share of common stock as of the last day of such calendar quarter, which is equal initially to $22.50 (the IPO price minus the selling commissions and dealer manager fees). The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. As of March 31, 2017, the Company cannot determine the probability of achieving the performance condition. The Advisor receives distributions on issued Class B Units equal to the distribution rate received on the Company's common stock. Such distributions on Class B Units are included in general and administrative expenses in the consolidated statement of operations and comprehensive loss until the performance condition is considered probable to occur. As of March 31, 2017, the Board had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement.

On May 12, 2015, the Company, the OP and the Advisor entered into an amendment (the “Amendment”) to the advisory agreement, which, among other things, provided that the Company would cease causing the OP to issue Class B Units in the OP to the Advisor or its assignees related to any period ending after March 31, 2015. Effective April 1, 2015, the Company began paying an asset management fee to the Advisor or its assignees as compensation for services rendered in connection with the management of the Company’s assets. The asset management fee was payable on the first business day of each month in the amount of 0.0625% multiplied by the lesser of (a) cost of assets or (b) fair value of assets for the preceding monthly period. The asset management fee was payable to the Advisor or its assignees in cash, in shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor. For the purposes of the payment of any fees in shares (a) prior to the Original NAV Pricing Date, each share was valued at $22.50, (b) after the Original NAV Pricing Date and prior to any listing on a national securities exchange, if it occurs, each share will be valued at the then-current Estimated Per-Share NAV per share and (c) at all other times, each share shall be valued by the Board in good faith at the fair market value.

Effective February 17, 2017, the Second A&R Advisory Agreement requires the Company to pay the Advisor a base management fee, which is payable on the first business day of each month. The fixed portion of the base management fee is equal to $1.625 million per month, while the variable portion of the base management fee is equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity (including convertible debt) raised subsequent to February 17, 2017 per month. The base management fee is payable to the Advisor or its assignees in cash, OP Units or shares, or a combination thereof, the form of payment to be determined at the discretion of the Advisor.

22

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

In addition, the Second A&R Advisory Agreement requires the Company to pay the Advisor a variable management/incentive fee quarterly in arrears equal to (x) 15.0% of the applicable prior quarter's Core Earnings (as defined below) per share in excess of $0.375 per share plus (y) 10.0% of the applicable prior quarter's Core Earnings per share in excess of $0.47 per share. Core Earnings is defined as, for the applicable period, net income or loss, computed in accordance with GAAP, excluding non-cash equity compensation expense, the variable management/incentive fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in other comprehensive income or loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent and any associated bad debt reserves, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses. The variable management/incentive fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor.

Property Management Fees

Unless the Company contracts with a third party, the Company pays the Property Manager a property management fee of 1.5% of gross revenues from the Company's stand-alone single-tenant net leased properties and 2.5% of gross revenues from all other types of properties, respectively. The Company also reimburses the Property Manager for property level expenses incurred by the Property Manager. If the Company contracts directly with third parties for such services, the Company will pay them customary market fees and will pay the Property Manager an oversight fee of up to 1.0% of the gross revenues of the property managed. In no event will the Company pay the Property Manager or any affiliate of the Property Manager both a property management fee and an oversight fee with respect to any particular property.

On February 17, 2017, the Company entered into the Amended and Restated Property Management and Leasing Agreement (the “A&R Property Management Agreement”) with the OP and the Property Manager. The A&R Property Management Agreement was entered into to reflect amendments to the original agreement between the parties and further amends the original agreement by extending the term of the agreement from one to two years, until February 17, 2019. The A&R Property Management Agreement will automatically renew for successive one-year terms unless any party provides written notice of its intention to terminate the A&R Property Management Agreement at least ninety days prior to the end of the term. The Property Manager may assign the A&R Property Management Agreement to any party with expertise in commercial real estate which has, together with its affiliates, over $100.0 million in assets under management.

Professional Fees and Other Reimbursements

The Company reimburses the Advisor's costs of providing administrative services. Until June 2015, reimbursement of these expenses was subject to the limitation that the Company did not reimburse the Advisor for any amount by which the Company's operating expenses at the end of the four preceding fiscal quarters exceeded the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash expenses and excluding any gain from the sale of assets for that period (the "2%/25% Limitation"), unless the Company's independent directors determined that such excess was justified based on unusual and nonrecurring factors which they deemed sufficient, in which case the excess amount could be reimbursed to the Advisor in subsequent periods. This limitation ceased to exist after June 2015. Additionally, the Company reimburses the Advisor for personnel costs; however, the Company may not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees, reimbursement of acquisition expenses or real estate commissions. During the three months ended March 31, 2017 and 2016, the Company incurred $1.3 million and $0.9 million, respectively, of reimbursement expenses from the Advisor for providing administrative services.

In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to forgive and absorb certain fees. Because the Advisor may forgive or absorb certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that are forgiven are not deferrals and, accordingly, will not be paid to the Advisor in the future. There were no such fees forgiven during the three months ended March 31, 2017 or 2016. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's property operating and general and administrative costs, which the Company will not repay. No such fees were absorbed during the three months ended March 31, 2017 or 2016.

23

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

The following table details amounts incurred, forgiven and payable in connection with the Company's operations-related services described above as of and for the periods presented:

	Three Months Ended March 31,								Payable (Receivable) as of
	2017				2016				March 31,		December 31,
(In thousands)	Incurred		Forgiven		Incurred		Forgiven		2017		2016
Ongoing fees and reimbursements:
Asset management fees	$	4,564	$	—	$	4,384	$	—	$	—	$	—
Property management fees	737		—		771		—		29		(163		)
Professional fees and other reimbursements	1,442		—		1,003		—		1,183		1,025
Distributions on Class B Units	151		—		152		—		—		—
Total related party operation fees and reimbursements	$	6,894	$	—	$	6,310	$	—	$	1,212	$	862

The predecessor to AR Global was a party to a services agreement with RCS Advisory Services, LLC, a subsidiary of RCAP (“RCS Advisory”), pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by AR Global with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to AR Global instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided by RCS Advisory.

The Company was also party to a transfer agency agreement with ANST, a subsidiary of RCAP, pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by DST Systems, Inc., a third-party transfer agent ("DST"). AR Global received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services).

Fees and Participations Incurred in Connection with a Listing or the Liquidation of the Company's Real Estate Assets

Fees Incurred in Connection with a Listing

If the common stock of the Company is listed on a national exchange, the Special Limited Partner will be entitled to receive a subordinated incentive listing distribution from the OP equal to 15.0% of the amount by which the market value of all issued and outstanding shares of common stock plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Special Limited Partner will not be entitled to the subordinated incentive listing distribution unless investors have received a 6.0% cumulative, pre-tax non-compounded annual return on their capital contributions. No such distribution was incurred during the three months ended March 31, 2017 or 2016. Neither the Special Limited Partner nor any of its affiliates can earn both the subordinated participation in net sales proceeds and the subordinated incentive listing distribution.

Annual Subordinated Performance Fees and Brokerage Commissions

The Advisor was entitled to an annual subordinated performance fee calculated on the basis of the Company's total return to stockholders, payable annually in arrears, such that for any year in which the Company's total return on stockholders' capital exceeded 6.0% per annum, the Advisor was entitled to 15.0% of the excess total return but not to exceed 10.0% of the aggregate total return for such year. This fee would have been payable only upon the sale of assets, distributions or another event which resulted in the return on stockholders' capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the three months ended March 31, 2017 or 2016.

The Advisor was entitled to a brokerage commission on the sale of property, not to exceed the lesser of (a) 2.0% of the contract sale price of the property and (b) 50.0% of the total brokerage commission paid if a third party broker was also involved; provided, however, that in no event could the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of (a) 6.0% of the contract sales price and (b) a reasonable, customary and competitive real estate commission. The brokerage commission payable to the Advisor was subject to approval by a majority of the independent directors upon a finding that the Advisor provided a substantial amount of services in connection with the sale. No such fees were incurred during the three months ended March 31, 2017 or 2016.

24

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

The Second A&R Advisory Agreement terminated the annual subordinated performance fee and brokerage commissions payable to the Advisor, (all as defined in the Original A&R Advisory Agreement) effective February 17, 2017.

Subordinated Participation in Real Estate Sales

The Special Limited Partner is entitled to receive a subordinated participation in the net sales proceeds of the sale of real estate assets from the OP equal to 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 6.0% cumulative, pre-tax non-compounded annual return on the capital contributed by investors. The Special Limited Partner is not entitled to the subordinated participation in net sale proceeds unless the Company's investors have received their capital contributions, plus a 6.0% cumulative, pre-tax non-compounded annual return on their capital contributions. No such participation in net sales proceeds became due and payable during the three months ended March 31, 2017 or 2016.

Termination Fees

Upon termination or non-renewal of the advisory agreement with the Advisor, with or without cause, the Special Limited Partner was entitled to receive distributions from the OP equal to 15.0% of the amount by which the sum of the Company's market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded annual return to investors. The Special Limited Partner was able to elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurred.

Under the Second A&R Advisory Agreement, upon the termination or non-renewal of the advisory agreement, as amended, the Advisor will be entitled to receive from the Company all amounts due to the Advisor, including any change in control fee and transition fee (both described below), as well as the then-present fair market value of the Advisor's interest in the Company. All fees will be due within 30 days after the effective date of the termination of the advisory agreement, as amended.

Upon a change in control, the Company would pay a change in control fee equal to the product of (a) four (4) and (b) the "Subject Fees". The Subject Fees are equal to (i) the product of four (4) multiplied by the actual base management fee plus (ii) the product of four (4) multiplied by the actual variable management/incentive fee, in each of clauses (i) and (ii), payable for the fiscal quarter immediately prior to the fiscal quarter in which the change in control occurs or the transition is consummated (see below), plus (iii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised in respect to the fiscal quarter immediately prior to the fiscal quarter in which the change in control occurs.

Upon a transition to self-management, the Company would pay a transition fee equal to (i) $15.0 million plus (ii) the product of (a) four (4) multiplied by (b) subject fees (as defined above), provided that the transition fee shall not exceed an amount equal (i) 4.5 multiplied by (ii) subject fees.

Termination of the advisory agreement, as amended, due to a change in control or transition to self-management is subject to a lockout period that ends on February 14, 2019.

Note 11 — Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company and asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology.

As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that the Advisor and its affiliates are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

25

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

Note 12 — Share-Based Compensation

Restricted Share Plan

The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further approval by the Board or the stockholders, after initial election to the Board and after each annual stockholder meeting, with such shares vesting annually beginning with the one year anniversary of initial election to the Board and the date of the next annual meeting, respectively. Restricted stock issued to independent directors will vest over a five-year period in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP may not exceed 5.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 3.4 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events).

Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time. For restricted share awards granted prior to July 1, 2015, such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. For restricted share awards granted on or after July 1, 2015, such awards provide for accelerated vesting of the portion of the unvested shares scheduled to vest in the year of the recipient's voluntary termination or the failure to be re-elected to the Board. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares. The following table reflects restricted share award activity for the period presented:

	Number of Shares of Common Stock		Weighted Average Issue Price
Unvested, December 31, 2016	9,921		$	22.42
Granted	—		—
Vested	(267	)	22.50
Forfeitures	—		—
Unvested, March 31, 2017	9,654		$	22.42

As of March 31, 2017, the Company had $0.1 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company's RSP. That cost is expected to be recognized over a weighted-average period of 3.8 years.

Compensation expense related to restricted stock was approximately $14,000 and $15,000 during the three months ended March 31, 2017 and 2016, respectively. Compensation expense related to restricted stock is recorded as general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss.

Other Share-Based Compensation

The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors at the respective director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. No such shares were issued during the three months ended March 31, 2017 or 2016.

Note 13 — Non-controlling Interests

The Company is the sole general partner and holds substantially all of the OP Units. As of March 31, 2017 and December 31, 2016, the Advisor held 90 OP Units, which represents a nominal percentage of the aggregate OP ownership.

In November 2014, the Company partially funded the purchase of an MOB from an unaffiliated third party by causing the OP to issue 405,908 OP Units, with a value of $10.1 million, or $25.00 per unit, to the unaffiliated third party.

26

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

A holder of OP Units has the right to distributions. After holding the OP Units for a period of one year or upon liquidation of the OP or sale of substantially all of the assets of the OP, a holder of OP Units has the right, at the option of the OP, to redeem OP Units for the cash value of a corresponding number of shares of the Company's common stock or a corresponding number of shares of the Company's common stock. The remaining rights of the limited partners in the OP are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. During the three months ended March 31, 2017, OP Unit non-controlling interest holders were paid distributions of $0.2 million.

The Company has investment arrangements with an unaffiliated third party whereby such investor receives an ownership interest in certain of the Company's property-owning subsidiaries and is entitled to receive a proportionate share of the net operating cash flow derived from the subsidiaries' property. Upon disposition of a property subject to non-controlling interest, the investor will receive a proportionate share of the net proceeds from the sale of the property. The investor has no recourse to any other assets of the Company. Due to the nature of the Company's involvement with these arrangements and the significance of its investment in relation to the investment of the third party, the Company has determined that it controls each entity in these arrangements and therefore the entities related to these arrangements are consolidated within the Company's financial statements. A non-controlling interest is recorded for the investor's ownership interest in the properties.

The following table summarizes the activity related to investment arrangements with the unaffiliated third party. No distributions of net cash flow from operations were made related to these investment arrangements during the three months ended March 31, 2017 or 2016.

						As of March 31, 2017				As of December 31, 2016
Property Name (Dollar amounts in thousands)	Investment Date	Third Party Net Investment Amount as of March 31, 2017		Non-Controlling Ownership Percentage as of March 31, 2017		Net Real Estate Assets Subject to Investment Arrangement		Mortgage Notes Payable Subject to Investment Arrangement		Net Real Estate Assets Subject to Investment Arrangement		Mortgage Notes Payable Subject to Investment Arrangement
Plaza Del Rio Medical Office Campus Portfolio - Peoria, AZ	May 2015	$	443	4.1	%	$	10,361	$	—	$	10,429	$	—

Note 14 — Net Loss Per Share

The following is a summary of the basic and diluted net loss per share computation for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31,
	2017			2016
Net loss attributable to stockholders (in thousands)	$	(6,139	)	$	(1,555	)
Basic and diluted weighted-average shares outstanding	89,639,676			86,658,678
Basic and diluted net loss per share	$	(0.07	)	$	(0.02	)

27

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

Diluted net loss per share assumes the conversion of all common stock equivalents into an equivalent number of common shares, unless the effect is antidilutive. The Company considers unvested restricted stock, OP Units and Class B Units to be common share equivalents. The Company had the following common share equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share attributable to stockholders as their effect would have been antidilutive for the period presented:

	Three Months Ended March 31,
	2017	2016
Unvested restricted stock	9,785	11,338
OP Units	405,998	405,998
Class B Units	359,250	359,250
Total weighted average antidilutive common stock equivalents	775,033	776,586

_______________

(1) Weighted average number of antidilutive shares of unvested restricted stock outstanding for the periods presented. There were 9,654 and 10,931 shares of unvested restricted stock outstanding as of March 31, 2017 and 2016, respectively.

(2) Weighted average number of antidilutive OP Units outstanding for the periods presented. There were 405,998 OP Units outstanding as of March 31, 2017 and 2016.

(3) Weighted average number of antidilutive Class B Units outstanding for the periods presented. There were 359,250 Class B Units outstanding as of March 31, 2017 and 2016.

Note 15 —Segment Reporting

During the three months ended March 31, 2017 and 2016, the Company operated in three reportable business segments for management and internal financial reporting purposes: medical office buildings, triple-net leased healthcare facilities, and seniors housing — operating properties ("SHOP").

The Company evaluates performance and makes resource allocations based on its three business segments. The medical office building segment primarily consists of MOBs leased to healthcare-related tenants under long-term leases, which may require such tenants to pay a pro rata share of property-related expenses. The triple-net leased healthcare facilities segment primarily consists of investments in seniors housing communities, hospitals, inpatient rehabilitation facilities and skilled nursing facilities under long-term leases, under which tenants are generally responsible to directly pay property-related expenses. The SHOP segment consists of direct investments in seniors housing communities, primarily providing assisted living, independent living and memory care services, which are operated through engaging independent third-party managers. There were no intersegment sales or transfers during the periods presented.

The Company evaluates the performance of the combined properties in each segment based on net operating income ("NOI"). NOI is defined as total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net loss. The Company uses NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. The Company believes that NOI is useful as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net loss.

NOI excludes certain components from net loss in order to provide results that are more closely related to a property's results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by the Company may not be comparable to NOI reported by other REITs that define NOI differently. The Company believes that in order to facilitate a clear understanding of the Company's operating results, NOI should be examined in conjunction with net loss as presented in the Company's consolidated financial statements. NOI should not be considered as an alternative to net loss as an indication of the Company's performance or to cash flows as a measure of the Company's liquidity or ability to make distributions.

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HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

The following tables reconcile the segment activity to consolidated net loss for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31, 2017
(In thousands)	Medical Office Buildings		Triple-Net Leased Healthcare Facilities		Seniors Housing — Operating Properties		Consolidated
Revenues:
Rental income	$	16,348	$	7,671	$	3	$	24,022
Operating expense reimbursements	3,785		319		—		4,104
Resident services and fee income	—		—		46,489		46,489
Total revenues	20,133		7,990		46,492		74,615
Property operating and maintenance	5,735		4,766		32,110		42,611
NOI	$	14,398	$	3,224	$	14,382	32,004
Impairment charges							(35		)
Operating fees to related parties							(5,301		)
Acquisition and transaction related							(2,845		)
General and administrative							(4,157		)
Depreciation and amortization							(20,483		)
Interest expense							(5,482		)
Interest and other income							1
Loss on non-designated derivative instruments							(64		)
Net loss attributable to non-controlling interests							28
Net loss attributable to stockholders							$	(6,139	)

	Three Months Ended March 31, 2016
(In thousands)	Medical Office Buildings		Triple-Net Leased Healthcare Facilities		Seniors Housing — Operating Properties		Consolidated
Revenues:
Rental income	$	16,603	$	9,989	$	—	$	26,592
Operating expense reimbursements	3,677		32		—		3,709
Resident services and fee income	—		—		45,202		45,202
Total revenues	20,280		10,021		45,202		75,503
Property operating and maintenance	5,771		636		32,385		38,792
NOI	$	14,509	$	9,385	$	12,817	36,711
Contingent purchase price consideration							6
Operating fees to related parties							(5,155		)
Acquisition and transaction related							(42		)
General and administrative							(3,987		)
Depreciation and amortization							(24,615		)
Interest expense							(4,984		)
Interest and other income							22
Income tax benefit							483
Net loss attributable to non-controlling interests							6
Net loss attributable to stockholders							$	(1,555	)

29

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

The following table reconciles the segment activity to consolidated total assets as of the periods presented:

	March 31,		December 31,
(In thousands)	2017		2016
ASSETS
Investments in real estate, net:
Medical office buildings	$	779,514	$	788,023
Triple-net leased healthcare facilities	375,910		418,819
Construction in progress	72,899		70,055
Seniors housing — operating properties	831,250		837,338
Total investments in real estate, net	2,059,573		2,114,235
Cash and cash equivalents	91,678		29,225
Restricted cash	4,388		3,962
Assets held for sale	37,822		—
Non-designated derivative assets, at fair value	64		61
Straight-line rent receivable, net	13,111		12,026
Prepaid expenses and other assets	20,086		22,073
Deferred costs, net	14,089		12,123
Total assets	$	2,240,811	$	2,193,705

The following table reconciles capital expenditures by reportable business segment, excluding corporate non-real estate expenditures, for the periods presented:

	Three Months Ended March 31,
(In thousands)	2017		2016
Medical office buildings	$	553	$	664
Triple-net leased healthcare facilities	—		99
Seniors housing — operating properties	588		1,050
Total capital expenditures	$	1,141	$	1,813

Note 16 — Commitments and Contingencies

The Company has entered into operating and capital lease agreements related to certain acquisitions under leasehold interests arrangements. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter under these arrangements, including the present value of the net minimum payment due under capital leases. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items.

	Future Minimum Base Rent Payments
(In thousands)	Operating Leases		Capital Leases
April 1, 2017 — December 31, 2017	$	513	$	57
2018	668		78
2019	673		80
2020	671		82
2021	658		84
Thereafter	32,570		7,764
Total minimum lease payments	$	35,753	8,145
Less: amounts representing interest			(3,329		)
Total present value of minimum lease payments			$	4,816

30

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

Total rental expense from operating leases was $0.2 million during the three months ended March 31, 2017 and 2016. During the three months ended March 31, 2017 and 2016, interest expense related to capital leases was approximately $21,000.

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of March 31, 2017, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.

Development Project Funding

In August 2015, the Company entered into an asset purchase agreement and development agreement to acquire land and construction in progress, and subsequently fund the remaining construction, of a skilled nursing facility in Jupiter, Florida for $82.0 million. As of March 31, 2017, the Company had funded $10.0 million and $62.9 million for the land and construction in progress, respectively. Concurrent with the acquisition, the Company entered into a loan agreement and lease agreement with an affiliate of the project developer. The loan agreement is intended to provide working capital to the tenant during the initial operating period of the facility and allows for borrowings of up to $2.7 million from the Company on a non-revolving basis. Any outstanding principal balances under the loan will bear interest at 7.0% per year, payable on the first day of each fiscal quarter. As of March 31, 2017, there were no amounts outstanding due to the Company pursuant to the loan agreement.

Note 17 — Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except the following disclosures:

On April 7, 2017, the Company closed on a $12.5 million acquisition of an MOB in Lancaster, CA. The property comprises 0.1 million rentable square feet and is subject to a single tenant, triple-net lease, which expires in February 2026 and includes two, five-year renewal options.

On April 26, 2017, the Company increased its advances under the KeyBank Facility by $28.7 million.

31

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Healthcare Trust, Inc. and the notes thereto. As used herein, the terms the "Company," "we," "our" and "us" refer to Healthcare Trust, Inc., a Maryland corporation, including, as required by context, Healthcare Trust Operating Partnership, LP (our "OP"), a Delaware limited partnership, and its subsidiaries. The Company is externally managed by Healthcare Trust Advisors, LLC (our "Advisor"), a Delaware limited liability company. Capitalized terms used herein, but not otherwise defined, have the meaning ascribed to those terms in "Part I — Financial Information" included in the notes to the consolidated financial statements and contained herein.

Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should" or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:

• Certain of our executive officers and directors are also officers, managers or holders of a direct or indirect controlling interest in our Advisor and other entities affiliated with AR Global Investments, LLC (the successor business to AR Capital, LLC, "AR Global"), the parent of our sponsor, American Realty Capital VII, LLC (the "Sponsor"). As a result, certain of our executive officers and directors, our Advisor and its affiliates face conflicts of interest, including significant conflicts created by our Advisor's compensation arrangements with us and other investment programs advised by affiliates of AR Global and conflicts in allocating time among these investment programs and us. These conflicts could result in unanticipated actions that adversely affect us.

• Because investment opportunities that are suitable for us may also be suitable for other investment programs advised by affiliates of AR Global, our Advisor and its affiliates face conflicts of interest relating to the purchase of properties and other investments and such conflicts may not be resolved in our favor, meaning that we could invest in less attractive assets, which could reduce the investment return to our stockholders.

• Although we intend to seek a listing of our shares of common stock on a national stock exchange when we believe market conditions are favorable to do so, there is no assurance that our shares of common stock will be listed. No public market currently exists, or may ever exist, for shares of our common stock and our shares are, and may continue to be, illiquid.

• We focus on acquiring and owning a diversified portfolio of healthcare-related assets located in the United States and are subject to risks inherent in concentrating investments in the healthcare industry.

• If our Advisor loses or is unable to obtain qualified personnel, our ability to continue to achieve our investment strategies could be delayed or hindered.

• The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of tenants to make lease payments to us.

• We are depending on our Advisor to select investments and conduct our operations. Adverse changes in the financial condition of our Advisor and its affiliates or our relationship with our Advisor could adversely affect us.

• We may be unable to fund distributions from cash flows from operations, or maintain cash distributions or increase distributions over time.

• We are obligated to pay fees, which may be substantial, to our Advisor and its affiliates.

• We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants.

• We may not be able to achieve our rental rate objectives on new and renewal leases and our expenses could be greater, which may impact our results of operations.

• Increases in interest rates could increase the amount of our debt payments and limit our ability to pay distributions.

32

• Any distributions, especially those not covered by our cash flows from operations, may reduce the amount of capital available for other purposes included investment in properties and other permitted investments and may negatively impact the value of our stockholders' investment.

• We have not and may not in the future generate cash flows sufficient to pay our distributions to stockholders and, as such, we may be required to fund distributions from borrowings, which may be at unfavorable rates and could restrict the amount we can borrow for investments and other purposes, or depend on our Advisor or our property manager, Healthcare Trust Properties, LLC (the "Property Manager") to waive fees or reimbursement of certain expenses and fees to fund our operations. There is no assurance these entities will waive such amounts or that we will be able to borrow funds at all.

•