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 June 30, 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 July 31, 2017, the registrant had 89,541,661 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 June 30, 2017 (Unaudited) and December 31, 2016	3
Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)	4
Consolidated Statement of Changes in Equity for the Six Months Ended June 30, 2017 (Unaudited)	5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 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.	39
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	66
Item 4. Controls and Procedures.	67
PART II - OTHER INFORMATION	68
Item 1. Legal Proceedings.	68
Item 1A. Risk Factors.	68
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of Registered Securities.	68
Item 3. Defaults Upon Senior Securities.	68
Item 4. Mine Safety Disclosures.	68
Item 5. Other Information.	69
Item 6. Exhibits.	69
Signatures.	70

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)

	June 30,			December 31,
	2017			2016
	(Unaudited)
ASSETS
Real estate investments, at cost:
Land	$	186,040		$	187,868
Buildings, fixtures and improvements	1,846,673			1,872,590
Construction in progress	66,021			60,055
Acquired intangible assets	234,743			234,749
Total real estate investments, at cost	2,333,477			2,355,262
Less: accumulated depreciation and amortization	(275,497		)	(241,027		)
Total real estate investments, net	2,057,980			2,114,235
Cash and cash equivalents	158,127			29,225
Restricted cash	4,849			3,962
Assets held for sale	37,822			—
Derivative assets, at fair value	42			61
Straight-line rent receivable, net	13,512			12,026
Prepaid expenses and other assets (including $163 due from related party as of December 31, 2016)	22,181			22,073
Deferred costs, net	13,087			12,123
Total assets	$	2,307,600		$	2,193,705
LIABILITIES AND EQUITY
Mortgage notes payable, net	$	385,225		$	142,754
Credit facilities	422,616			481,500
Market lease intangible liabilities, net	18,988			20,187
Derivative liabilities, at fair value	296			—
Accounts payable and accrued expenses (including $685 and $1,025 due to related parties as of June 30, 2017 and December 31, 2016, respectively)	34,052			27,080
Deferred rent	7,740			4,986
Distributions payable	10,679			12,872
Total liabilities	879,596			689,379
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding as of June 30, 2017 and December 31, 2016	—			—
Common stock, $0.01 par value, 300,000,000 shares authorized, 89,577,910 and 89,368,899 shares of common stock issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	896			894
Additional paid-in capital	1,986,254			1,981,136
Accumulated other comprehensive income (loss)	(296		)	—
Accumulated deficit	(567,310		)	(486,574		)
Total stockholders' equity	1,419,544			1,495,456
Non-controlling interests	8,460			8,870
Total equity	1,428,004			1,504,326
Total liabilities and equity	$	2,307,600		$	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 June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Revenues:
Rental income	$	24,081		$	26,412		$	48,103		$	53,004
Operating expense reimbursements	3,886			3,772			7,990			7,481
Resident services and fee income	47,799			45,454			94,288			90,656
Contingent purchase price consideration	—			219			—			225
Total revenues	75,766			75,857			150,381			151,366
Expenses:
Property operating and maintenance	44,360			40,694			86,971			79,486
Impairment charges	—			389			35			389
Operating fees to related parties	5,637			5,172			10,938			10,327
Acquisition and transaction related	1,743			2,059			4,588			2,101
General and administrative	3,419			2,416			7,576			6,403
Depreciation and amortization	19,339			24,283			39,822			48,898
Total expenses	74,498			75,013			149,930			147,604
Operating income	1,268			844			451			3,762
Other income (expense):
Interest expense	(6,588		)	(4,876		)	(12,070		)	(9,860		)
Interest and other income	2			21			3			43
Gain on sale of real estate investment	438			—			438			—
Loss on non-designated derivatives	(43		)	—			(107		)	—
Total other expenses	(6,191		)	(4,855		)	(11,736		)	(9,817		)
Loss before income taxes	(4,923		)	(4,011		)	(11,285		)	(6,055		)
Income tax benefit	202			992			397			1,475
Net loss	(4,721		)	(3,019		)	(10,888		)	(4,580		)
Net loss attributable to non-controlling interests	5			19			33			25
Net loss attributable to stockholders	(4,716		)	(3,000		)	(10,855		)	(4,555		)
Other comprehensive income (loss):
Unrealized loss on designated derivative	(296		)	—			(296		)	—
Unrealized gain on investment securities, net	—			43			—			36
Comprehensive loss attributable to stockholders	$	(5,012	)	$	(2,957	)	$	(11,151	)	$	(4,519	)
Basic and diluted weighted-average shares outstanding	89,335,489			87,465,569			89,486,742			87,062,123
Basic and diluted net loss per share	$	(0.05	)	$	(0.03	)	$	(0.12	)	$	(0.05	)
Distributions declared per share	$	0.36		$	0.43		$	0.78		$	0.85

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 Six Months Ended June 30, 2017

(In thousands, except share data)

(Unaudited)

	Common Stock								Accumulated Other Comprehensive Loss
	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	1,496,056		15			32,929			—			—			32,944			—			32,944
Common stock repurchases	(1,287,045	)	(13		)	(27,838		)	—			—			(27,851		)	—			(27,851		)
Share-based compensation	—		—			27			—			—			27			—			27
Distributions declared	—		—			—			—			(69,881		)	(69,881		)	—			(69,881		)
Distributions to non-controlling interest holders	—		—			—			—			—			—			(377		)	(377		)
Other comprehensive loss	—		—			—			(296		)	—			(296		)	—			(296		)
Net loss	—		—			—			—			(10,855		)	(10,855		)	(33		)	(10,888		)
Balance, June 30, 2017	89,577,910		$	896		$	1,986,254		$	(296	)	$	(567,310	)	$	1,419,544		$	8,460		$	1,428,004

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)

	Six Months Ended June 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(10,888	)	$	(4,580	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	39,822			48,898
Amortization of deferred financing costs	2,636			2,257
Amortization of mortgage premiums and discounts, net	(879		)	(1,002		)
Amortization of market lease and other intangibles, net	195			61
Bad debt expense	7,220			3,490
Share-based compensation	27			30
Gain on sale of real estate investment	(438		)	—
Loss on non-designated derivatives	107			—
Impairment charges	35			389
Changes in assets and liabilities:
Straight-line rent receivable	(3,106		)	(5,922		)
Prepaid expenses and other assets	(4,451		)	1,764
Accounts payable, accrued expenses and other liabilities	4,471			1,364
Deferred rent	1,861			553
Restricted cash	(887		)	404
Net cash provided by operating activities	35,725			47,706
Cash flows from investing activities:
Investments in real estate	(18,432		)	(10,671		)
Deposits paid for real estate acquisitions	(1,020		)	—
Deposits received for unconsummated dispositions	325			100
Capital expenditures	(3,313		)	(3,428		)
Cash received in asset acquisition	859			—
Proceeds from sale of real estate investment	757			8,750
Net cash used in investing activities	(20,824		)	(5,249		)
Cash flows from financing activities:
Proceeds from credit facilities	128,116			31,500
Payments of credit facilities	(187,000		)	—
Proceeds from mortgage notes payable	250,000			—
Payments on mortgage notes payable	(1,170		)	(8,654		)
Payments for derivative instruments	(163		)	—
Payments of deferred financing costs	(8,455		)	(543		)
Common stock repurchases	(27,851		)	(12,184		)
Distributions paid	(39,130		)	(36,060		)
Distributions to non-controlling interest holders	(346		)	(345		)
Net cash provided by (used in) financing activities	114,001			(26,286		)
Net change in cash and cash equivalents	128,902			16,171
Cash and cash equivalents, beginning of period	29,225			24,474
Cash and cash equivalents, end of period	$	158,127		$	40,645

6

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2017		2016
Supplemental disclosures of cash flow information:
Cash paid for interest	$	10,999	$	9,261
Cash paid for income taxes	$	64	$	84
Non-cash investing and financing activities:
Common stock issued through distribution reinvestment plan	$	32,944	$	37,839
Proceeds from sale of real estate investments payable to non-controlling interest holder	$	31	$	—
Capital expenditures assumed in asset acquisition	$	772	$	—

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

7

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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. As of June 30, 2017, the Company owned 163 properties located in 29 states and comprised of 8.5 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 ("REIT") for U.S. federal income tax purposes 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 June 30, 2017, the Company had 89.6 million shares of common stock outstanding, including unvested restricted shares of common stock ("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 real estate 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 and six months ended June 30, 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 six months ended June 30, 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

June 30, 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 is to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company will adopt this guidance effective January 1, 2018 and currently expect to utilize the modified retrospective transition method upon adoption. The Company has progressed with its project plan for adopting this standard, including gathering and evaluating the inventory of our revenue streams. The Company expects that this revised guidance will have an impact on the timing of gains on certain sales of real estate. The Company is in the process of evaluating any differences in the timing, measurement or presentation of revenue recognition and the impact on the Company's consolidated financial statements and internal accounting processes.

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 revised guidance supersedes previous leasing standards and is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. 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 Company has ground leases, which it will be required to record a right-of-use asset and lease liability equal to the present value of the remaining lease payments upon adoption of this update. The Company also expects this revised guidance to impact the presentation of these lease and non-lease components of revenue from leases for lessors. The Company has progressed in its project plan for adopting this revised guidance for lessors, including developing an inventory of leases as well as the lease and non-lease components contained therein. The Company is continuing to evaluate the impact of this new guidance and the allowable methods of adoption.

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

June 30, 2017

(Unaudited)

In January 2017, the FASB issued guidance on simplifying subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists to when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The revised guidance is effective for reporting periods beginning after December 15, 2019, and the amendments will be applied prospectively. Early application is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this new guidance.

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.

In May 2017, the FASB issued guidance that clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The update states that modification accounting should be used unless the fair value of the award, the vesting terms of the award and the classification of the award as either equity or liability, does not change as a result of the modification. The revised guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted for reporting periods for which financial statements have not yet been issued. 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.

10

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

Note 3 — Real Estate Investments

The Company owned 163 properties as of June 30, 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. On April 7, 2017, the Company, through a wholly-owned subsidiary of the OP, completed its acquisition of a single tenant, triple-net leased MOB for a contract purchase price of $12.5 million. The property is located in Lancaster, California and comprises approximately 77,000 square feet.

The following table presents the allocation of real estate assets acquired and liabilities assumed during the six months ended June 30, 2017 as well as capitalized construction in progress during the six months ended June 30, 2017 and 2016:

	Six Months Ended June 30,
(Dollar amounts in thousands)	2017			2016
Real estate investments, at cost:
Land	$	1,459		$	—
Buildings, fixtures and improvements	9,300			—
Construction in progress	5,966			10,671
Total tangible assets	16,725			10,671
Acquired intangibles:
In-place leases(1)	1,780			—
Below-market lease liabilities(1)	(13		)	—
Total assets and liabilities acquired, net	18,492			10,671
Other assets and liabilities, net	(60		)	—
Cash paid for real estate investments	$	18,432		$	10,671
Number of properties purchased	1			—

_______________

(1) Weighted-average remaining amortization periods for in-place leases and below-market lease assets acquired during the six months ended June 30, 2017 were 8.9 years.

The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter as of June 30, 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
July 1, 2017 — December 31, 2017	$	42,548
2018	81,857
2019	76,353
2020	71,099
2021	66,086
Thereafter	363,437
Total	$	701,380

11

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

As of June 30, 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 June 30, 2017 and 2016:

	June 30,
State	2017	2016
Florida	17.4%	18.7%
Iowa	9.3%	10.1%
Michigan	15.9%	*
Pennsylvania	10.8%	11.8%

_______________

* 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:

	June 30, 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	$	195,944	$	123,308	$	72,636	$	195,940	$	115,641	$	80,299
Intangible market lease assets	28,210		6,920		21,290		28,220		5,798		22,422
Other intangible assets	10,589		706		9,883		10,589		574		10,015
Total acquired intangible assets	$	234,743	$	130,934	$	103,809	$	234,749	$	122,013	$	112,736
Intangible market lease liabilities	$	25,080	$	6,092	$	18,988	$	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 June 30,						Six Months Ended June 30,
(In thousands)	2017			2016			2017			2016
Amortization of in-place leases and other intangible assets(1)	$	4,029		$	9,203		$	9,565		$	18,748
Amortization and (accretion) of above- and below-market leases, net(2)	$	(12	)	$	(65	)	$	(165	)	$	(127	)
Amortization and (accretion) of above- and below-market ground leases, net(3)	$	43		$	43		$	86		$	86

_______________

(1) Reflected within depreciation and amortization expense

(2) Reflected within rental income

(3) Reflected within property operating and maintenance expense

12

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

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

(In thousands)	July 1, 2017 — December 31, 2017			2018			2019			2020			2021
In-place lease assets	$	7,547		$	13,358		$	10,813		$	8,882		$	7,341
Other intangible assets	132			265			265			265			265
Total to be added to amortization expense	$	7,679		$	13,623		$	11,078		$	9,147		$	7,606
Above-market lease assets	$	(850	)	$	(1,357	)	$	(1,068	)	$	(742	)	$	(532	)
Below-market lease liabilities	1,015			1,852			1,572			1,415			1,266
Total to be added to rental income	$	165		$	495		$	504		$	673		$	734
Below-market ground lease assets	$	106		$	212		$	212		$	212		$	212
Above-market ground lease liabilities	(20		)	(40		)	(40		)	(40		)	(40		)
Total to be added to property operating and maintenance expense	$	86		$	172		$	172		$	172		$	172

Transfer of Operations

On June 8, 2017, the Company's taxable REIT subsidiary, through 12 separately executed membership interest or stock transfer agreements, acquired 12 operating entities that leased 12 healthcare facilities included in the Company's triple-net leased healthcare facilities segment. Concurrently with the acquisition of the 12 operating entities, the Company transitioned the management of the healthcare facilities to a third-party management company that manages other healthcare facilities in the Company's seniors housing — operating properties ("SHOP") operating segment. As a part of the transition, the Company's subsidiary property companies executed leases with the acquired operating entities and the acquired operating entities executed management agreements with the management company under a structure permitted by the REIT Investment Diversification and Empowerment Act of 2007 ("RIDEA"). As a part of the transition of operations, the Company now controls the operating entities that hold the operating licenses for the healthcare facilities. The Company determined the transition of operations to be an asset acquisition and accounted for such transfer accordingly.

At closing of the transfer of operations, the Company assumed the following assets and liabilities which are included in the consolidated balance sheet within the line items as shown below. The Company determined the fair value of assets acquired was equal to the fair value of liabilities assumed and provisionally assigned the amounts to the appropriate financial statement line as shown below. The amounts below are subject to adjustment as the Company receives final financial information.

(in thousands)	June 8, 2017
Buildings, fixtures and improvements	$	594
Cash and cash equivalents	859
Prepaid expenses and other assets	1,528
Total assets acquired	$	2,981
Accounts payable and accrued expenses	$	2,981
Total liabilities acquired	$	2,981

Real Estate Sale

During the six months ended June 30, 2017, the Company sold one of its multi-tenant MOB properties located in Peoria, Arizona for an aggregate contract sales price of $0.8 million, exclusive of closing costs. The sale of this property resulted in a gain of $0.4 million for the three and six months ended June 30, 2017, which is reflected within gain on sale of real estate investment in the consolidated statements of operations and comprehensive loss. No gain on sale of real estate investment was recognized during the three and six months ended June 30, 2016.

13

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

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 in Missouri (the "Missouri 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 "Missouri SNF PSA"). Subsequently, in February 2017, the due diligence period of the Missouri SNF PSA expired and, concurrently with the expiration of the due diligence period, the Company stopped recognizing depreciation and amortization expense and reclassified the Missouri SNF Properties as held for sale on the consolidated balance sheet. The Missouri 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 Missouri 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 Missouri SNF Properties being classified as held for sale, the Company recognized an impairment charge of approximately $35,000 on one of the eight Missouri SNF Properties.

In February 2017, the Company's then-existing operator entered into an agreement to transfer the operations of the Missouri SNF Properties to a new operator (the "Missouri SNF OTA"). The Missouri 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 Missouri SNF Properties as outlined in the Missouri SNF PSA. On March 1, 2017, in connection with the new operator assuming the leases of the Missouri SNF Properties from the old operator pursuant to the Missouri 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 June 30, 2017 and is amortizing the cost through December 31, 2017, the expected disposition date of the Missouri SNF Properties.

Additionally, on March 1, 2017, in connection with the Missouri SNF PSA and Missouri SNF OTA, the Company reached an agreement with the prior tenants of the Missouri 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 Missouri 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 six months ended June 30, 2017.

The following table details the major classes of assets associated with the properties that have been classified as held for sale as of June 30, 2017:

(In thousands)	June 30, 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 June 30, 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 and six months ended June 30, 2016, the Company had unrealized gain on investment securities, net of approximately $43,000 and $36,000, respectively, which is reflected in the consolidated statements of operations and comprehensive loss.

14

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

Note 5 — Credit Facilities

The Company has the following credit facilities outstanding as of June 30, 2017 and December 31, 2016:

			Outstanding Facility Amount as of				Effective Interest Rate
Credit Facility	Encumbered Properties(1)		June 30, 2017		December 31, 2016		June 30, 2017			December 31, 2016			Maturity
			(In thousands)		(In thousands)
Revolving Credit Facility	45	(2)	$	280,500	$	421,500	2.57	%		2.00	%		Mar. 2019
Fannie Mae Master Credit Facilities:
Capital One Facility	2	(3)	83,439		30,000		3.39	%		3.24	%		Nov. 2026
KeyBank Facility	4	(4)	58,677		30,000		3.41	%		3.24	%		Nov. 2026
Total Fannie Mae Master Credit Facilities			142,116		60,000
Total Credit Facilities	51		$	422,616	$	481,500	2.85	%	(5)	2.15	%	(5)

_______________

(1) Encumbered as of June 30, 2017.

(2) The equity interests and related rights in the Company's wholly owned subsidiaries that directly own the eligible unencumbered real estate assets comprising the borrowing base of the Revolving Credit Facility have been pledged for the benefit of the lenders thereunder.

(3) Secured by first-priority mortgages on two of the Company’s seniors housing properties located in Florida as of June 30, 2017.

(4) Secured by first-priority mortgages on four of the Company’s seniors housing properties located in Michigan, Missouri and Kansas as of June 30, 2017.

(5) Calculated on a weighted average basis for all credit facilities outstanding as of June 30, 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.

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 interest 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.

As of June 30, 2017, the Company's unused borrowing capacity under the Revolving Credit Facility was $14.6 million, based on a pool of eligible unencumbered real estate assets comprising the borrowing base thereunder. The Revolving Credit Facility requires the Company to meet certain financial covenants. As of June 30, 2017, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

15

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

Fannie Mae 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 (the "Key Bank 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 “Fannie Mae Master Credit Agreements”) for a secured credit facility (the "Capital One Facility"; the Capital One Facility and the Key Bank Facility are referred to herein individually as a "Fannie Mae Master Credit Facility" and together as the "Fannie Mae Master Credit Facilities") with Capital One Multifamily Finance, LLC (“Capital One”). The Fannie Mae 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 Fannie Mae Master Credit Facilities each provided for an initial $30.0 million of advances. The Fannie Mae Master Credit Facilities are secured by six unencumbered properties, in aggregate. The Company may request future advances under the Fannie Mae 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 Fannie Mae Master Credit Facilities will mature on November 1, 2026. Beginning December 1, 2016, the annual interest rates under the Fannie Mae 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%. Prior to December 1, 2016, borrowings under the KeyBank Facility and the Capital One Facility bore interest at rates of 3.15% and 3.16%, respectively, per annum. Effective October 31, 2016, in conjunction with the execution of the Fannie Mae Master Credit Facilities, the OP entered into two interest rate cap agreements (the "IR Caps") with an unrelated third party, which caps interest paid on amounts outstanding under the Fannie Mae Master Credit Facilities at a maximum of 3.5%. The IR Caps terminate on November 1, 2019. The Fannie Mae 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. See Note 8 — Derivatives and Hedging Activities for further disclosure over the Company's derivatives.

The KeyBank Facility is secured by first-priority mortgages on four of the Company’s seniors housing properties located in Michigan, Missouri and Kansas. The Capital One Facility is secured by first-priority mortgages on two of the Company’s seniors housing properties located in Florida. Each Fannie Mae Master Credit Facility is cross-defaulted and cross-collateralized with the other notes and security agreements securing such Fannie Mae Master Credit Facility. The Fannie Mae 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 Fannie Mae 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.

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 the value of the initial mortgaged properties subject to the Capital One Facility. In connection with the 2017 Capital One Advance, the OP entered into an additional interest rate cap agreement (the "2017 Capital One IR Cap") with an unrelated third party, which caps interest paid on amounts outstanding on the 2017 Capital One Advance at a maximum of 3.5%. The 2017 Capital One IR Cap terminates on April 1, 2020. See Note 8 — Derivatives and Hedging Activities for further disclosure over the Company's derivatives.

On April 26, 2017, the Company increased its advances under the KeyBank Facility by $28.7 million (the "2017 KeyBank Advance"). The 2017 KeyBank Advance was secured by the value of the initial mortgaged properties subject to the KeyBank Facility. In connection with the 2017 KeyBank Advance, the OP entered into an additional interest rate cap agreement (the "2017 KeyBank IR Cap") with an unrelated third party, which caps interest paid on amounts outstanding on the 2017 KeyBank Advance at a maximum of 3.5%. The 2017 KeyBank IR Cap terminates on November 1, 2019. See Note 8 — Derivatives and Hedging Activities for further disclosure over the Company's derivatives.

Upon an event of default under the Fannie Mae Master Credit Agreements, payment of any unpaid amounts under the applicable Fannie Mae 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 Fannie Mae Master Credit Facilities.

16

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

Note 6 — Mortgage Notes Payable

The following table reflects the Company's mortgage notes payable as of June 30, 2017 and December 31, 2016:

		Outstanding Loan Amount as of							Effective Interest Rate as of
Portfolio	Encumbered Properties	June 30, 2017				December 31, 2016			June 30, 2017			Interest Rate		Maturity
		(In thousands)				(In thousands)
Medical Center of New Windsor - New Windsor, NY	1	$	8,539			$	8,602		6.39	%		Fixed		Sep. 2017
Plank Medical Center - Clifton Park, NY	1	3,389				3,414			6.39	%		Fixed		Sep. 2017
Countryside Medical Arts - Safety Harbor, FL	1	5,851				5,904			4.75	%		Variable	(2)	Apr. 2019
St. Andrews Medical Park - Venice, FL	3	6,466				6,526			4.75	%		Variable	(2)	Apr. 2019
Slingerlands Crossing Phase I - Bethlehem, NY	1	6,541				6,589			6.39	%		Fixed		Sep. 2017
Slingerlands Crossing Phase II - Bethlehem, NY	1	7,615				7,671			6.39	%		Fixed		Sep. 2017
Benedictine Cancer Center - Kingston, NY	1	6,669				6,719			6.39	%		Fixed		Sep. 2017
Aurora Healthcare Center Portfolio - WI	6	30,644				30,858			6.55	%		Fixed		Jan. 2018
Palm Valley Medical Plaza - Goodyear, AZ	1	3,378				3,428			4.15	%		Fixed		Jun. 2023
Medical Center V - Peoria, AZ	1	3,109				3,151			4.75	%		Fixed		Sep. 2023
Courtyard Fountains - Gresham, OR	1	24,597				24,820			3.87	%		Fixed		Jan. 2020
Fox Ridge Bryant - Bryant, AR	1	7,632				7,698			3.98	%		Fixed		May 2047
Fox Ridge Chenal - Little Rock, AR	1	17,407				17,540			3.98	%		Fixed		May 2049
Fox Ridge North Little Rock - North Little Rock, AR	1	10,801				10,884			3.98	%		Fixed		May 2049
MOB Loan	32	250,000				—			4.38	%		Fixed	(4)	June 2022
Gross mortgage notes payable	53	392,638			(1)	143,804			4.66	%	(3)
Deferred financing costs, net of accumulated amortization		(7,000		)		(1,516		)
Mortgage premiums and discounts, net		(413		)		466
Mortgage notes payable, net		$	385,225			$	142,754

_______________

(1) Does not include eligible unencumbered real estate assets comprising the borrowing base of the Revolving Credit Facility. The equity interests and related rights in the Company's wholly owned subsidiaries that directly own these real estate assets have been pledged for the benefit of the lenders thereunder. See Note 5 — Credit Facilities for further details.

(2) Interest rate changed from a fixed to a variable rate beginning in June 2017 and will remain variable throughout the remaining term of the mortgage.

(3) Calculated on a weighted average basis for all mortgages outstanding as of June 30, 2017 and December 31, 2016.

(4) Variable rate loan which is fixed as a result of a entering into an interest rate swap agreement. Note 8 — Derivatives and Hedging Activities.

On June 30, 2017, Capital One, National Association ("Capital One, NA"), as administrative agent and lender, and certain other lenders (collectively the "Lenders"), made a loan in the aggregate amount of $250.0 million (the “MOB Loan”) to certain subsidiaries of the OP. In connection with the MOB Loan, the OP entered into a Guaranty of Recourse Obligations (the “Guaranty”) and a Hazardous Materials Indemnity Agreement (the “Environmental Indemnity”) in favor of Capital One, NA and the Lenders. Pursuant to the Guaranty, the OP has guaranteed, among other things, specified losses arising from certain actions of any of the OP's subsidiaries, including fraud, willful misrepresentation, certain intentional acts, misapplication of funds, physical waste, and failure to pay taxes. The Guaranty requires the Company to maintain a certain minimum of shareholders’ equity on its balance sheet. Pursuant to the Environmental Indemnity, the OP and the Company's subsidiaries that directly own the mortgaged properties have indemnified the Lenders against losses, costs or liabilities related to certain environmental matters.

The MOB Loan bears interest at a variable rate equal to LIBOR plus 2.5% and requires the Company to pay interest on a monthly basis with the principal balance due on the maturity date of June 30, 2022. In connection with the closing of the MOB Loan, the OP executed an interest rate swap on the full amount of the MOB Loan, fixing the interest rate exposure at 4.38%. See Note 8 — Derivatives and Hedging Activities for additional information on the Company's outstanding derivatives.

17

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

The Company may pre-pay the MOB Loan, in whole or in part, at any time, with payment of a prepayment premium equal to (a) 2.0% of principal outstanding if prepayment is made during the first 12 months of the MOB Loan and (b) 1.0% of principal outstanding if prepayment is made during the second 12 months of the MOB Loan. Thereafter, no prepayment premium is applicable.

As of June 30, 2017, the Company had pledged $744.5 million in total real estate investments 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.

The following table summarizes the scheduled aggregate principal payments on mortgage notes payable for the five years subsequent to June 30, 2017 and thereafter:

(In thousands)	Future Principal Payments
July 1, 2017 — December 31, 2017	$	33,760
2018	32,061
2019	13,060
2020	24,279
2021	892
Thereafter	288,586
Total	$	392,638

Some of the Company's mortgage note agreements (including the MOB Loan) require the compliance with certain property-level financial covenants, including debt service coverage ratios. As of June 30, 2017, the Company was in compliance with these financial covenants.

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 June 30, 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.

18

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

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.

The Company had impaired real estate investments held for sale, which were carried at fair value on the consolidated balance sheet as of June 30, 2017. Impaired real estate investments held for sale were valued using the sale price from the Missouri 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 and liabilities measured at fair value as of June 30, 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
June 30, 2017
Derivatives, net	Recurring	$	—	$	(254	)	$	—	$	(254	)
Impaired assets held for sale	Non-recurring	—		1,323			—		1,323
Total		$	—	$	1,069		$	—	$	1,069
December 31, 2016
Derivatives, net	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 six months ended June 30, 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 at		Fair Value at		Carrying Amount at		Fair Value at
(In thousands)	Level	June 30, 2017		June 30, 2017		December 31, 2016		December 31, 2016
Gross mortgage notes payable and mortgage premium and discounts, net	3	$	392,225	$	393,455	$	144,270	$	144,261
Revolving Credit Facility	3	$	280,500	$	280,500	$	421,500	$	421,500
Fannie Mae Master Credit Facilities	3	$	142,116	$	142,850	$	60,000	$	60,000

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 are considered to be reported at fair value, because their interest rates vary with changes in LIBOR and there has not been a significant change in credit risk of the Company or credit markets since origination.

19

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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. 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 Designated as Cash Flow Hedges of Interest Rate Risk

The Company currently has one interest rate swap that is designated as a hedge. The interest rate swap is used as part of the Company's interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2017, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.

The Company tests the effectiveness of its designated hedges. The effective portion of the changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.

Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that $1.3 million will be reclassified from other comprehensive loss as an increase to interest expense.

As of June 30, 2017, the Company had the following derivatives that were designated as cash flow hedges of interest rate risk. The Company did not have any derivatives designated as cash flow hedges as of December 31, 2016.

	June 30, 2017			December 31, 2016
Interest Rate Derivative	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
		(In thousands)			(In thousands)
Interest rate swap	1	$	250,000	—	$	—

The table below details the location in the financial statements the loss recognized on interest rate derivatives designated as cash flow hedges for the three and six months ended June 30, 2017. The Company did not have any derivatives designated as cash flow hedges as of June 30, 2016.

	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands)	2017			2016		2017			2016
Amount of loss recognized in accumulated other comprehensive loss on designated derivatives (effective portion)	$	(296	)	$	—	$	(296	)	$	—

20

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

Derivatives Not Designated as Hedges

The Company currently has four interest rate caps that are not designated as hedges in qualified hedging relationships. The interest rate caps are used as part of the Company's interest rate risk management strategy. Changes in the fair value of the Company's interest rate caps are recorded directly in earnings, which resulted in a loss of approximately $43 thousand and $0.1 million for the three and six months ended June 30, 2017, respectively. The Company did not have any derivatives not designated as hedges outstanding as of June 30, 2016.

The Company had the following outstanding interest rate derivatives that were not designated as hedges in qualified hedging relationships as of June 30, 2017 and December 31, 2016:

	June 30, 2017			December 31, 2016
Interest Rate Derivative	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
		(In thousands)			(In thousands)
Interest rate caps	4	$	142,116	2	$	60,000

Balance Sheet Classification

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 June 30, 2017 and December 31, 2016:

(In thousands)	Balance Sheet Location	June 30, 2017			December 31, 2016
Derivatives designated as hedging instruments:
Interest rate swap	Derivative liabilities, at fair value	$	(296	)	$	—
Derivatives not designated as hedging instruments:
Interest rate caps	Derivative assets, at fair value	$	42		$	61

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision wherein 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 June 30, 2017, the fair value of derivatives in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk related to these agreements, was $0.3 million. As of June 30, 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 June 30, 2017 and December 31, 2016, the Company had 89.6 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 June 30, 2017 and December 31, 2016, the Company had received total proceeds from the IPO and DRIP, net of shares repurchases, of $2.2 billion.

In April 2013, our board of directors (the "Board") authorized, and the Company began paying distributions on a monthly basis at a rate equivalent 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, to a rate 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.

21

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

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, 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 six months ended June 30, 2017, the Company issued 1.5 million shares of common stock pursuant to the DRIP, generating aggregate proceeds of $32.9 million.

Until April 7, 2016 (the "Original NAV Pricing Date"), the first date the Company published an Estimated Per-Share NAV, 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 on the Original NAV Pricing Date, 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.

On June 14, 2017, the Company announced that its Board had adopted an amendment and restatement of the SRP that superseded and replaced the existing SRP effective as of July 14, 2017. Under the amended and restated SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability of stockholders that purchased shares of the Company’s common stock or received their shares from the Company (directly or indirectly) through one or more non-cash transactions would be considered for repurchase. Other terms and provisions of the amended and restated SRP remained consistent with the existing SRP.

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. Prior to the Original NAV Pricing Date, the repurchase price under these circumstances was equal to the price paid to acquire the shares.

Prior to the Original NAV Pricing Date, the repurchase price per share other than with respect to requests for death and disability 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.

Beginning with the Original NAV Pricing Date, the repurchase price per share, other than with respect to requests for death and disability was 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;

22

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

• 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

• 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.

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 June 30, 2017:

	Number of Shares Repurchased	Weighted-Average Price per Share
Cumulative repurchases as of December 31, 2016	975,030	$	23.73
Six months ended June 30, 2017 (1)	1,287,045	21.64
Cumulative repurchases as of June 30, 2017	2,262,075	$	22.54

_____________________________

(1) Includes (i) 1,273,179 shares repurchased during the three months ended March 31, 2017 for approximately $27.5 million at a weighted average price per share of $21.61, (ii) 13,866 shares repurchased during the three months ended June 30, 2017 for approximately $0.3 million at a weighted average price per share $24.02. Excludes rejected repurchases received during 2016 with respect to 2.3 million shares for $48.7 million at a weighted average price per share of $21.27. In July 2017, following the effectiveness of the amendment and restatement of the SRP, the Board approved 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to June 30, 2017, which was equal to 263,460 shares repurchased for approximately $5.7 million at an average price per share of $21.46. No repurchases have been or will be made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP. See Note 18 - Subsequent Events.

Note 10 —Related Party Transactions and Arrangements

As of June 30, 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 June 30, 2017 and December 31, 2016, the Advisor held 90 units of limited partner interests in the OP ("OP Units").

23

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

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). 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. On May 26, 2017, the defendants moved to dismiss. The Advisor has informed the Company that it believes that the suit is without merit and intends to defend against it vigorously.

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.

Purchase Agreement

On June 16, 2017, the Company entered into a purchase agreement (the “Purchase Agreement”) with American Realty Capital Healthcare Trust III, Inc. (“HT III”). HT III is sponsored and advised by affiliates of the Advisor. Pursuant to the Purchase Agreement, the Company has agreed to purchase membership interests in HT III’s subsidiaries that collectively own all 19 properties owned by HT III and comprise substantially all of HT III’s assets (together with the other transactions contemplated by the Purchase Agreement, the “Asset Purchase”) for a purchase price of $120.0 million (the “Purchase Price”). The Purchase Price will be payable on the date the Asset Purchase is consummated (the “Closing Date”), subject to closing adjustments for customary prorations and reduced for debt assumption or repayment, all as provided in the Purchase Agreement. The only indebtedness being assumed or repaid is the loan secured by HT III's Philip Center property (the “Philip Center Loan”), which had an outstanding principal balance of approximately $4.9 million as of July 17, 2017. The Company will deposit $6.0 million (the “Escrow Amount”) of the Purchase Price payable into an escrow account on the Closing Date for the benefit of HT III, and the Escrow Amount will be released in installments thereafter over a period of 14 months following the Closing Date.

Pursuant to the terms of the Purchase Agreement, the Company has agreed to use commercially reasonable efforts (including paying early termination fees not to exceed $200,000) to assume the Philip Center Loan, which, as of July 17, 2017 had an outstanding principal balance of approximately $4.9 million, and to cause HT III to be released from the guaranty associated with the Philip Center Loan. If the Company does not assume the Philip Center Loan on the Closing Date or if HT III is not released from the guaranty associated with the Philip Center Loan, the Philip Center Loan will be repaid in full by HT III on the Closing Date and any early termination fee in excess of $200,000 will be subtracted from the Purchase Price.

 In connection with its approval of the Purchase Agreement, HT III’s board of directors also approved a plan of liquidation, which is subject to stockholder approval. The closing of the Asset Purchase is conditioned upon stockholder approval of both the Asset Purchase and the plan of liquidation. Thus, if HT III’s stockholders do not approve the plan of liquidation, the Asset Purchase will not be completed even if HT III’s stockholders approve the Asset Purchase.

On July 19, 2017, HT III filed a preliminary proxy statement related to its 2017 annual meeting of stockholders, at which stockholder approval of the Asset Purchase and the plan of liquidation will be sought, but the date on which this annual meeting will be held has not yet been announced.

24

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

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 Second A&R Advisory 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 for 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

Under the Original A&R Advisory Agreement and until February 17, 2017, 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 incurred investment-related expenses, or insourced expenses. The amount reimbursed for insourced expenses was not permitted to 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) could 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 June 30, 2017, aggregate acquisition fees and financing fees did not exceed the 1.5% threshold. In no event was 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 permitted to 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 June 30, 2017, the total of all cumulative acquisition fees, acquisition expenses and financing coordination fees did not exceed the 4.5% threshold.

The Second A&R Advisory Agreement does not provide for an acquisition fee, 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

Under the Original A&R Advisory Agreement and until February 17, 2017, 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 does not provide for a financing coordination fee.

25

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

Asset Management Fees and Variable Management/Incentive Fees

Under an advisory agreement that was superseded by the Original A&R Advisory Agreement and 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 no longer are 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.

Subject to approval 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 was initially equal 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 June 30, 2017, the Company cannot determine the probability of achieving the performance condition. The Advisor receives cash distributions on each 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 June 30, 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 to the Advisor with respect 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 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.

26

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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, when the Original A&R Advisory Agreement became effective. 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 and six months ended June 30, 2017, the Company incurred $1.5 million and $2.8 million, respectively, of reimbursement expenses from the Advisor for providing administrative services. During the three and six months ended June 30, 2016, the Company incurred $0.8 million and $1.6 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 and six months ended June 30, 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 and six months ended June 30, 2017 or 2016.

27

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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 June 30,								Six Months Ended June 30,								Payable (Receivable) as of
	2017				2016				2017				2016				June 30,		December 31,
(In thousands)	Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		2017		2016
One-time fees and reimbursements:
Acquisition cost reimbursements	$	22	$	—	$	—	$	—	$	22	$	—	$	—	$	—	$	—	$	—
Ongoing fees and reimbursements:
Asset management fees	4,875		—		4,397		—		9,439		—		8,781		—		14		—
Property management fees	762		—		775		—		1,499		—		1,546		—		45		(163		)
Professional fees and other reimbursements	1,592		—		906		—		3,034		—		1,909		—		626		1,025
Distributions on Class B Units	130		—		152		—		280		—		304		—		—		—
Total related party operation fees and reimbursements	$	7,381	$	—	$	6,230	$	—	$	14,274	$	—	$	12,540	$	—	$	685	$	862

The predecessor to AR Global was a party to a services agreement with RCS Advisory Services, LLC (“RCS Advisory”), a subsidiary of RCAP, 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. ("DST"), a third-party transfer agent. 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 and six months ended June 30, 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

Under the Original A&R Advisory Agreement and until February 17, 2017, 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 and six months ended June 30, 2017 or 2016.

28

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

Under the Original A&R Advisory Agreement and until February 17, 2017, 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 and six months ended June 30, 2017 or 2016.

The Second A&R Advisory Agreement does not provide for 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 and six months ended June 30, 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 described above.

Termination Fees

Under the operating partnership agreement of the OP, upon termination or non-renewal of the advisory agreement with the Advisor, with or without cause, the Special Limited Partner is 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 is 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 occurs.

Under the Second A&R Advisory Agreement, upon the termination or non-renewal of the agreement, 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 Second A&R Advisory Agreement.

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 Second A&R Advisory Agreement 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.

29

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

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.

Note 12 — Share-Based Compensation

Restricted Share Plan

The Company has an employee and director incentive restricted share plan (the "RSP"), which, until an amendment approved by the Board in August 2017, provided for the automatic grant of 1,333 restricted shares 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. Following the amendment to the RSP in August 2017, the number of restricted shares to be issued automatically in those circumstances is equal to 30,000 divided by the then-current Estimated Per-Share NAV. These restricted shares vest annually over a five-year period in increments of 20.0% per annum beginning with the one-year anniversary of initial election to the Board and the date of the next annual meeting, respectively. 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 shares of common stock that may be subject to awards 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).

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	(800	)	22.50
Forfeitures	—		—
Unvested, June 30, 2017	9,121		$	22.42

As of June 30, 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 3.6 years.

Compensation expense related to restricted shares was approximately $13,000 and $27,000 during the three and six months ended June 30, 2017, respectively. Compensation expense related to restricted shares was approximately $15,000 and $30,000 during the three and six months ended June 30, 2016, respectively. Compensation expense related to restricted shares 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 and six months ended June 30, 2017 or 2016.

30

HEALTHCARE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

Note 13 — Accumulated Other Comprehensive Loss

The following table illustrates the changes in accumulated other comprehensive loss as of and for the period presented:

(In thousands)	Unrealized loss on designated derivative
Balance, December 31, 2016	$	—
Other comprehensive loss, before reclassifications	(296		)
Balance, June 30, 2017	$	(296	)

Note 14 — Non-controlling Interests

The Company is the sole general partner and holds substantially all of the OP Units. As of June 30, 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 a 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.

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 and six months ended June 30, 2017, OP Unit non-controlling interest holders were paid distributions of $0.2 million and $0.3 million, respectively. During the three and six months ended June 30, 2016, OP Unit non-controlling interest holders were paid distributions of $0.2 million and $0.3 million, respectively.

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 for the three and six months ended June 30, 2017 and 2016:

						As of June 30, 2017				As of December 31, 2016		Distributions for the Three Months Ended June 30		Distributions for the Six Months Ended June 30,
Property Name (In thousands)	Investment Date	Third Party Net Investment Amount as of June 30, 2017		Non-Controlling Ownership Percentage as of June 30, 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	2017	2016	2017	2016
Plaza Del Rio Medical Office Campus Portfolio - Peoria, AZ	May 2015	$	406	4.1	%	$	10,198	$	—	$