What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-30 compared with 2020-03-24 · 1158 added, 903 removed, 1406 unchanged (59% of the section changed)

23 unchanged sentences

Other Information.

On March 24, 2020, we amended the Credit Facility, primarily to modify the covenant restricting the payment of distributions contained therein.

Prior to the amendment, until January 1, 2020, we were not permitted to increase the rate at which we pay dividends or other distributions to stockholders (or make other amendments or modifications, including, without limitation, changing the timing or frequency of dividend or distribution payments), and, from and after January 1, 2020, we would have been subject to a provision in our Credit Facility restricting us from paying distributions (as defined in our Credit Facility) in any fiscal quarter that, when added to the aggregate amount of distribution payments in the same fiscal quarter and the preceding three fiscal quarters (calculated on an annualized basis during the first three fiscal quarters for which the provisions were in effect and otherwise in accordance with our Credit Facility), exceed 95% of our Modified FFO (as defined in the Credit Facility which is different from MFFO as disclosed in this Annual Report on Form 10-K) during the applicable period.

Following the amendment, the restriction on our ability to increase the rate at which we pay distributions to holders of our common stock that would only have applied until January 1, 2020 will continue to apply until January 1, 2022, unless we have elected for the limit on paying distributions in excess of 95% of our Modified FFO to apply.

This restriction does not prevent us from issuing additional shares of our common stock, our Series A Preferred Stock, or any other class or series of stock (including preferred stock with a higher dividend rate than Series A Preferred Stock).

The amendment also provides that, in each fiscal quarter until the limit on paying distributions in excess of 95% of our Modified FFO applies, we will be subject to a similarly structured limit on paying distributions in excess of a percentage of our Modified FFO as set forth in the table below:

Fiscal Quarter

April 1, 2020 to June 30, 2020

July 1, 2020 to September 30, 2020

October 1, 2020 to December 31, 2020

January 1, 2021 to March 31, 2021

April 1, 2021 to June 30, 2021

July 1, 2021 to September 30, 2021

October 1, 2021 to December 31, 2021

We are not subject to any limit on paying distributions in excess of a percentage of our Modified FFO during the fiscal quarter ending March 31, 2020, and the distributions paid during that quarter will not be applied to subsequent quarters.

Prior to the amendment, until we became subject to the limit on paying distributions in excess of 95% of our Modified FFO, we were subject to a covenant requiring us to maintain a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least $50.0 million , and the amount available for borrowings under the Credit Facility assuming the same borrowing base properties is lower.

Following the amendment, even after we become subject to the limit on paying distributions in excess of 95% of our Modified FFO, we will remain subject to the covenant requiring us to maintain a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least $50.0 million , and the amount available for borrowings under the Credit Facility assuming the same borrowing base properties will remain the same.

The foregoing description of the amendment to our Credit Facility in this Item 9B does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is filed as an exhibit to this Annual Report on Form 10-K and incorporated herein by reference.

Directors, Executive Officers and Corporate Governance.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item will be set forth in our definitive proxy statement with respect to our 2020 annual meeting of stockholders to be filed not later than 120 days after the end of the 2019 fiscal year, and is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

Restricted Share Plan

We have an employee and director incentive restricted share plan (as amended from time to time, the “RSP”), which provides us with the ability to grant awards of restricted shares to our directors, officers and employees (if we ever have employees), and, among other eligible persons, employees of the Advisor and its affiliates who provide services to us.

For additional information, see Note 11 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.

The following table sets forth information regarding securities authorized for issuance under the RSP as of December 31, 2020:

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a) )

Equity Compensation Plans approved by security holders

3,027,609 (1)

Equity Compensation Plans not approved by security holders

3,027,609 (1)

(1) The total number of shares of common stock that may be subject to awards granted under the RSP may not exceed 5.0% of our outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 3,445,866 shares (as such number may be further adjusted for stock splits, stock dividends, combinations and similar events).

As of December 31, 2020, we had 93,775,746 shares of common stock issued and outstanding and 421,135 shares of common stock that were subject to awards granted under the RSP.

For additional information on the RSP, please see Note 11 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K .

The other information required by this Item will be set forth in our definitive proxy statement with respect to our 2021 annual meeting of stockholders to be filed not later than 120 days after the end of the 2020 fiscal year, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

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Amended and Restated Bylaws of Healthcare Trust, Inc.

Amendment to Amended and Restated Bylaws of Healthcare Trust, Inc.

Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock

Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P.

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Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Underwriting Agreement, dated December 5, 2019, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P.

Riley FBR, Inc., as representative of the underwriters listed on Schedule I thereto

Rights Agreement, dated May 18, 2020, between Healthcare Trust, Inc.,and Computershare Trust Company, N.A., as Rights Agent.

Second Amended and Restated Advisory Agreement, dated as of February 17, 2017, by and among the Company, Healthcare Trust Operating Partnership, L.P.

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First Amendment, dated March 24, 2020, to Amended and Restated Senior Secured Revolving Credit Agreement dated as of March 13, 2019 by and among Healthcare Trust Operating Partnership, L.P., KeyBank National Association and the other lender parties thereto

Second Amendment to First Amended and Restated Senior Secured Credit Agreement, entered into as of August 10, 2020, among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., the other guarantor parties thereto, Keybank National Association and the other lenders party thereto.

Letter from KPMG LLP to the Securities and Exchange Commission dated March 18, 2019

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Fifth Amendment to Second Amended and Restated Share Repurchase Program

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* Filed herewith

(1) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2016.

(2) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Securities and Exchange Commission on November 14, 2017.

(3) Filed as an exhibit to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 6, 2019.

(4) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 20, 2018.

(5) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2020.

(6) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2020.

(7) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the Securities and Exchange Commission on May 13, 2013.

(8) Filed as an exhibit to the Company’s Quarterly Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 7, 2014.

(9) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2017.

(10) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2019.

(11) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2020.

(12) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2019.

(13) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2018.

(14) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on April 15, 2015.

(15) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the Securities and Exchange Commission on August 15, 2016.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2016.

(16) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission on November 10, 2016.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2017.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2017.

Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Securities and Exchange Commission on November 14, 2017.

(17) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2019.

(18) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2018.

Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 20, 2018.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2018.

(19) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2018 filed with the Securities and Exchange Commission on August 3, 2018.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2019.

(20) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 14, 2019.

(21) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 24, 2020.

(22) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2020.

(23) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2019.

(24) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017.

Filed as an exhibit to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 6, 2019.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2019.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2019.

(25) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2019.

(26) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2019.

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HEALTHCARE TRUST, INC.

/s/ Edward M.

By /s/ Edward M.

Chief Executive Officer and President

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Capacity Date

/s/ Leslie D.

Non-Executive Chairman of the Board of Directors, Independent Director

March 24, 2020

Chief Financial Officer, Treasurer and Secretary

March 24, 2020

(Principal Financial Officer and Principal Accounting Officer)

Michelson Non-Executive Chairman of the Board of Directors, Independent Director March 29, 2021

Kurtz Chief Financial Officer, Treasurer and Secretary March 29, 2021

Kurtz (Principal Financial Officer and Principal Accounting Officer)

/s/ Edward M.

Chief Executive Officer, President and Director

March 24, 2020

Chief Executive Officer, President and Director March 29, 2021

(Principal Executive Officer)

/s/ Elizabeth K.

Independent Director

March 24, 2020

Tuppeny Independent Director March 29, 2021

/s/ Edward G.

Independent Director

March 24, 2020

Independent Director

March 24, 2020

Independent Director

March 24, 2020

Rendell Independent Director March 29, 2021

Elman Independent Director March 29, 2021

Penn Independent Director March 29, 2021

HEALTHCARE TRUST, INC.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Healthcare Trust, Inc.

and its subsidiaries (the “Company”) as of December 31, 2019, and the related consolidated statements of operations and comprehensive loss, of changes in equity and of cash flows for the year then ended, including the related notes and financial statement schedule listed in the accompanying index for the year ended December 31, 2019 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Healthcare Trust, Inc.

and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, of changes in equity and of cash flows for the years then ended, including the related notes and financial statement schedule as of December 31, 2020 and for the years ended December 31, 2020 and 2019 listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to the 2018 consolidated financial statements to retrospectively apply the stock dividends as described in Note 1.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2018 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2018 consolidated financial statements taken as a whole.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud .

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Purchase Price Allocations for Property Acquisitions

As described in Notes 2 and 3 to the consolidated financial statements, during the year ended December 31, 2020, the Company completed real estate acquisitions of $110.7 million.

For acquired properties with leases classified as operating leases, management allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values.

Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis.

Management utilizes various estimates, processes and information to determine the as-if vacant property value.

Management estimates fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods.

Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates and land values per square foot.

Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the

Report of Independent Registered Public Accounting Firm

leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.

The principal considerations for our determination that performing procedures relating to purchase price allocations for property acquisitions is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of tangible and intangible assets acquired and liabilities assumed;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to capitalization rates, fair market lease rates, discount rates and land values per square foot;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others (i) reading the purchase agreements and lease documents;

(ii) testing the completeness and accuracy of underlying data used by management in the fair value estimates, and (iii) testing management’s process for estimating the fair value of tangible and intangible assets acquired and liabilities assumed, including testing management’s projected cash flows and evaluating the accuracy of valuation outputs.

Testing management’s process included evaluating the appropriateness of the valuation methods and reasonableness of the significant assumptions related to capitalization rates, fair market lease rates, discount rates and land values per square foot.

Evaluating the reasonableness of the significant assumptions included considering whether these assumptions were consistent with external market data, comparable transactions, and evidence obtained in other areas of the audit.

In conjunction with certain purchase price allocations, professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of certain assumptions utilized by management related to capitalization rates, fair market lease rates, discount rates and land values per square foot.

/s/ PricewaterhouseCoopers LLP

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

To the Stockholders and Board of Directors

Healthcare Trust, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Healthcare Trust, Inc.

and subsidiaries (the “Company”) as of December 31, 2018, the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for each of the years in the two‑year period ended December 31, 2018, and the related notes and financial statement schedule III (collectively, the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for each of the years in the two‑year period ended December 31, 2018, in conformity with U.S.

We have audited, before the effects of the adjustments to retrospectively apply the effects of the stock dividend described in Note 1, the consolidated statements of operations and comprehensive loss, changes in equity, and cash flows of Healthcare Trust, Inc.

and subsidiaries (the Company) for the year ended December 31, 2018, and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

The 2018 consolidated financial statements before the effects of the adjustments described in Note 1 are not presented herein.

In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the effects of the stock dividend described in Note 1, present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2018, in conformity with U.S.

generally accepted accounting principles.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the effects of the stock dividend described in Note 1 and affecting per share amounts in the consolidated statements of operations and comprehensive loss, changes in equity, Note 2, Note 8 and Note 14, and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by other auditors.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

We served as the Company’s auditor from 2014 to 2019.

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Real estate investments, at cost:

$ 212,651 $ 207,335

Buildings, fixtures and improvements

Construction in progress

2,133,057 2,004,116

Acquired intangible assets

276,015 269,616

Total real estate investments, at cost

2,621,723 2,481,067

accumulated depreciation and amortization

( 512,775 ) ( 427,476 )

Total real estate investments, net

2,108,948 2,053,591

Assets held for sale 90 70,839

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Straight-line rent receivable, net

23,322 21,182

Operating lease right-of-use assets

13,912 14,351

Prepaid expenses and other assets (including $ 1,278 and $ 394 due from related parties as of December 31, 2020 and 2019, respectively)

34,932 39,707

Deferred costs, net 15,332 13,642

$ 2,286,895 $ 2,325,303

LIABILITIES AND EQUITY

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Derivative liabilities, at fair value 38,389 5,305

Accounts payable and accrued expenses (including $0 and $764 due to related parties as of December 31, 2019 and 2018, respectively)

Accounts payable and accrued expenses (including $ 299 due to related parties as of December 31, 2020)

42,271 43,094

Operating lease liabilities 9,155 9,133

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Total liabilities

1,325,523 1,218,559

Stockholders’ Equity

7.375% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, 1,610,000 and none authorized, 1,610,000 and none issued and outstanding as of December 31, 2019 and December 31, 2018, respectively

Common stock, $0.01 par value, 300,000,000 shares authorized, 92,356,664 and 91,963,532 shares of common stock issued and outstanding as of December 31, 2019 and December 31, 2018, respectively

7.375 % Series A cumulative redeemable perpetual preferred stock, $ 0.01 par value, 2,210,000 and 1,610,000 authorized as of December 31, 2020 and 2019, respectively;

1,610,000 issued and outstanding as of December 31, 2020 and 2019

Common stock, $ 0.01 par value, 300,000,000 shares authorized, 95,040,783 (including 1,265,037 shares paid as a stock dividend on January 15, 2021) and 92,356,664 shares of common stock issued and outstanding as of December 31, 2020 and 2019, respectively

Additional paid-in capital 2,104,261 2,078,628

Accumulated other comprehensive (loss) income

Accumulated other comprehensive loss ( 39,673 ) ( 7,043 )

Distributions in excess of accumulated earnings ( 1,108,557 ) ( 971,190 )

Total stockholders’ equity

956,985 1,101,334

Non-controlling interests 4,387 5,410

961,372 1,106,744

Total liabilities and equity

$ 2,286,895 $ 2,325,303

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

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Year Ended December 31,

2020 2019 2018

Revenue from tenants $ 381,612 $ 374,914 $ 362,406

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Total expenses

Operating loss before (loss) gain on sale of real estate investments

406,714 415,492 365,512

Operating loss before gain (loss) on sale of real estate investments ( 25,102 ) ( 40,578 ) ( 3,106 )

Gain (loss) on sale of real estate investments

5,230 8,790 ( 70 )

Operating loss

( 19,872 ) ( 31,788 ) ( 3,176 )

Other income (expense):

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Loss on non-designated derivatives

Gain on asset acquisition

( 102 ) ( 68 ) ( 157 )

Total other expenses

( 51,577 ) ( 56,120 ) ( 49,605 )

Loss before income taxes ( 71,449 ) ( 87,908 ) ( 52,781 )

Income tax expense ( 4,061 ) ( 399 ) ( 197 )

Net loss attributable to non-controlling interests

Preferred stock dividends

Net loss ( 75,510 ) ( 88,307 ) ( 52,978 )

Net (income) loss attributable to non-controlling interests ( 303 ) 393 216

Allocation for preferred stock ( 2,968 ) ( 173 ) —

Net loss attributable to common stockholders ( 78,781 ) ( 88,087 ) ( 52,762 )

Other comprehensive income (loss):

Unrealized (loss) gain on designated derivative

Unrealized (loss) gain on designated derivatives ( 32,630 ) ( 11,625 ) 2,109

Comprehensive loss attributable to common stockholders $ ( 111,411 ) $ ( 99,712 ) $ ( 50,653 )

Weighted-average common shares outstanding — Basic and Diluted (1)

94,639,833 94,433,640 93,593,719

Net loss per common share attributable to common stockholders — Basic and Diluted (1)

$ ( 0.83 ) $ ( 0.93 ) $ ( 0.56 )

(1) Retroactively adjusted for the effects of the Stock Dividends (see Note 1 ).

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

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(In thousands, except share data)

Preferred Stock

Accumulated Other Comprehensive Income

Distributions in Excess of Accumulated Earnings

Total Stockholders’ Equity

Non-controlling Interests

Preferred Stock Common Stock Accumulated Other Comprehensive Income

Shares Par Value Number of

Shares Par Value Additional

Capital Distributions in Excess of Accumulated Earnings Total Stockholders’ Equity Non-controlling Interests Total Equity

Balance, December 31, 2017 — $ — 91,002,766 $ 910 $ 2,009,197 $ 2,473 $ ( 665,026 ) $ 1,347,554 $ 8,505 $ 1,356,059

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Distributions declared on common stock, $ 0.92 per share (1)

Contributions from non-controlling interest holders

— — — — — — ( 86,543 ) ( 86,543 ) — ( 86,543 )

Distributions to non-controlling interest holders — — — — — — — — ( 492 ) ( 492 )

Unrealized gain on designated derivative — — — — — 2,109 — 2,109 — 2,109

Net loss — — — — — — ( 52,762 ) ( 52,762 ) ( 216 ) ( 52,978 )

Balance, December 31, 2018 — — 91,963,532 919 2,031,967 4,582 ( 804,331 ) 1,233,137 7,797 1,240,934

Impact of adoption of ASC 842 — — — — — — ( 87 ) ( 87 ) — ( 87 )

Issuance of Preferred Stock, net 1,610,000 16 — — 37,601 — — 37,617 — 37,617

Common stock issued through distribution reinvestment plan — — 1,481,395 15 27,195 — — 27,210 — 27,210

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Distributions declared on common stock, $ 0.83 per share (1)

Contributions from non-controlling interest holders

— — — — — — ( 78,685 ) ( 78,685 ) — ( 78,685 )

Preferred stock dividends declared, $ 0.11 per share

— — — — — — ( 173 ) ( 173 ) — ( 173 )

Distributions to non-controlling interest holders — — — — — — — — ( 346 ) ( 346 )

Unrealized gain on designated derivatives

Unrealized loss on designated derivative — — — — — ( 11,625 ) — ( 11,625 ) — ( 11,625 )

Net loss — — — — — — ( 87,914 ) ( 87,914 ) ( 393 ) ( 88,307 )

Rebalancing of ownership percentage — — — — 1,648 — — 1,648 ( 1,648 )

Balance, December 31, 2019 1,610,000 16 92,356,664 923 2,078,628 ( 7,043 ) ( 971,190 ) 1,101,334 5,410 1,106,744

Impact of adoption of ASC 842

Issuance of Preferred Stock, net — — — — ( 59 ) — — ( 59 ) — ( 59 )

2 unchanged sentences

Share-based compensation, net — — — — 1,345 — — 1,345 — 1,345

Distributions declared on common stock, $0.85 per share

Distributions declared in common stock, $ 0.21 per share (1)

— — 1,248,197 13 19,646 — ( 19,659 ) — — —

Distributions declared in cash on common stock, $ 0.42 per share (1)

— — — — — — ( 38,839 ) ( 38,839 ) — ( 38,839 )

Preferred stock dividends declared, $ 1.84 per share

— — — — — — ( 2,968 ) ( 2,968 ) — ( 2,968 )

Distributions to non-controlling interest holders — — — — — — — — ( 201 ) ( 201 )

Unrealized loss on designated derivative — — — — — ( 32,615 ) — ( 32,615 ) — ( 32,615 )

Buyout of NCI — — — — — ( 88 ) ( 88 ) ( 495 ) ( 583 )

Net loss — — — — — — ( 75,813 ) ( 75,813 ) 303 ( 75,510 )

Rebalancing of ownership percentage — — — — 645 ( 15 ) 630 ( 630 ) —

Balance, December 31, 2020 1,610,000 $ 16 93,775,746 $ 938 $ 2,104,261 $ ( 39,673 ) $ ( 1,108,557 ) $ 956,985 $ 4,387 $ 961,372

(1) Per share amounts retroactively adjusted for the effects of the Stock Dividends.

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

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Year Ended December 31,

2020 2019 2018

Cash flows from operating activities:

Net loss $ ( 75,510 ) $ ( 88,307 ) $ ( 52,978 )

Adjustments to reconcile net loss to net cash provided by operating activities:

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Amortization (including write-offs) of deferred financing costs 4,059 9,171 8,633

Amortization of terminated swap 846 — —

Amortization of mortgage premiums and discounts, net 60 ( 162 ) ( 263 )

(Accretion) amortization of market lease and other intangibles, net

( 80 ) ( 4 ) 255

Bad debt expense 2,708 6,464 14,797

Equity-based compensation 1,345 1,319 1,244

Gain on sale of investment securities

Loss (gain) on non-designated derivative instruments 102 68 157

Loss (gain) on sales of real estate investments, net

(Gain) loss on sales of real estate investments, net ( 5,230 ) ( 8,790 ) 70

Impairment charges 36,446 55,969 20,655

Deferred tax valuation allowance 4,641 — —

Changes in assets and liabilities:

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Property acquisitions and development costs ( 94,984 ) ( 91,998 ) ( 128,056 )

Deposits returned for unconsummated acquisitions

Deposit received for unconsummated disposition

Capital expenditures

Capital expenditures and other assets acquired ( 21,892 ) ( 16,719 ) ( 12,910 )

Proceeds from sales of real estate investments 34,385 62,468 25,903

Proceeds from asset acquisition

Net cash used in investing activities ( 82,491 ) ( 46,249 ) ( 115,063 )

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Distributions paid on common stock ( 31,354 ) ( 51,427 ) ( 55,329 )

Contributions from non-controlling interest holders

Dividends paid on preferred stock ( 2,399 ) — —

Buyout of non-controlling interest holders ( 583 ) — —

Distributions to non-controlling interest holders ( 201 ) ( 346 ) ( 492 )

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Year Ended December 31,

2020 2019 2018

Cash, cash equivalents, end of period $ 72,357 $ 95,691 $ 77,264

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Common stock issued through distribution reinvestment plan

Assumption of mortgage notes payable used to acquire investments in real estate

Liabilities assumed in real estate acquisitions

Asset acquisition (inflows/outflows from operations)

Asset acquisition (inflows/outflows from investing activity)

Asset acquisition gain

$ 14,604 $ 27,210 $ 35,737

Common stock issued through stock dividends 19,659 — —

Accrued capital expenditures (payable) 1,287 — —

Mortgage assumed in acquisition 13,883 — —

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

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Note 1 — Organization

Healthcare Trust, Inc.

(including, as required by context, Healthcare Trust Operating Partnership, L.P.

(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 December 31, 2019 , the Company owned 193 properties (all references to number of properties and square footage are unaudited) located in 31 states and comprised of 9.4 million rentable square feet.

The Company, which was incorporated on October 15, 2012, is a Maryland corporation that elected 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.

The Company’s initial public offering of its common stock, which is not listed on a national securities exchange, closed in November 2014, and, in December 2019, the Company’s initial public offering of its 7.375 % Series A Cumulative Redeemable Perpetual Preferred Stock, $ 0.01 par value per share (“Series A Preferred Stock”) closed, and the Company listed shares of its Series A Preferred Stock on The Nasdaq Global Market under the symbol “HTIA”.

On April 1, 2019 the board of directors of the Company (the “Board”) approved an updated estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2018.

The Company intends to publish Estimated Per-Share NAV periodically at the discretion of the Board, provided that such estimates will be made at least once annually.

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”), and these related parties receive compensation, fees and expense reimbursements from the Company for services related to managing its business and investments.

The Company is an externally managed real estate investment trust for U.S.

federal income tax purposes (“REIT”) that focuses on acquiring and managing a diversified portfolio of healthcare-related real estate, focused on medical office buildings (“MOBs”), healthcare properties leased on a triple-net basis (“NNN properties”) and senior housing operating properties (“SHOPs”).

As of December 31, 2020, the Company owned 193 properties located in 31 states and comprised of 9.4 million rentable square feet.

Substantially all of the Company’s business is conducted through Healthcare Trust Operating Partnership, L.P.

(the “OP”), a Delaware limited partnership, and its wholly owned subsidiaries.

The Company’s advisor, Healthcare Trust Advisors, LLC (the “Advisor”) manages our day-to-day business with the assistance of our property manager, Healthcare Trust Properties, LLC (the “Property Manager”).

The Company’s Advisor and Property Manager are under common control with AR Global Investments, LLC (“AR Global”), and these related parties receive compensation and fees for providing services to us.

The Company also reimburses these entities for certain expenses they incur in providing these services to the Company.

Healthcare Trust Special Limited Partnership, LLC (the “Special Limited Partner”), which is also under common control with AR Global, also has an interest in the Company through ownership of interests in the OP.

The Company has declared quarterly dividends entirely in shares of its common stock equal to 0.01349 shares of common stock on each share of outstanding common stock (“Stock Dividends”) on October 1, 2020 and January 4, 2021.

These Stock Dividends were issued on October 15, 2020 and January 15, 2021 to holders of record of common stock at the close of business on October 8, 2020 and January 11, 2021, respectively.

Dividends payable entirely in shares of common stock are treated in a fashion similar to a stock split for accounting purposes specifically related to per-share calculations for the current and prior periods.

The aggregate impact of these Stock Dividends on the Company’s weighted-average share amounts used in its per-share calculations was an increase of 0.02716 shares, cumulatively, for every one share of common stock.

No additional shares, except for the Stock Dividends, were issued during the three months ended December 31, 2020.

References made to weighted-average shares and per-share amounts in the accompanying consolidated statements of operations and comprehensive income have been retroactively adjusted to reflect the increase of 0.02716 shares for every share outstanding due to the Stock Dividends.

Additionally, other references to weighted-average shares outstanding and per-share amounts have been retroactively adjusted for the Stock Dividends and are noted as such throughout the accompanying financial statements and footnotes.

On April 3, 2020, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2019.

The Company’s previous Estimated Per-Share NAV was as of December 31, 2018.

Unlike the per share amounts in this Annual Report on Form 10-K, the Estimated Per-Share NAV has not been retroactively adjusted to reflect the payment of dividends in the form of common stock and will not be adjusted for Stock Dividends the Company pays in the future until the Board determines a new Estimated Per-Share NAV.

Paying dividends in additional shares of common stock will, all things equal, cause the value of each share to decline because the number of shares outstanding will increase when Stock Dividends are paid;

however, because each stockholder will receive the same number of new shares, the total value of our common stockholders’ investment, all things equal, will not change assuming no sales or other transfers.

We intend to publish Estimated Per-Share NAV periodically at the discretion of the board of directors (the “Board”), provided that such estimates will be made at least once annually.

Note 2 — Summary of Significant Accounting Policies

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Substantially all of the Company’s assets and liabilities are held by the OP.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Use of Estimates

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Actual results could differ from those estimates.

Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, real estate taxes, impairments, fair value measurements and income taxes, as applicable.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

The Company has aggregated revenue from its lease components and non-lease components (tenant operating expense reimbursements) into one line.

See additional discussion below under “ Recently Issued Accounting Pronouncements - ASU No.

2016-02 - Leases.”

Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, impairments, fair value measurements and income taxes, as applicable.

Out-of-Period Adjustments

During the year ended December 31, 2019, the Company identified certain historical errors in its tax provision and its net deferred taxes asset as well as its statements of operations and comprehensive income (loss), consolidated statements of changes in equity, and statements of cash flows since 2014, which impacted the quarterly financial statements and annual periods previously issued.

Specifically, the Company had overstated intercompany rent on certain leases with the taxable REIT subsidiary (“TRS”) and reflected a portion of depreciation on REIT assets in the TRS’s tax provision, thereby overstating previously recorded tax benefits, deferred tax assets and net incom e by $ 0.8 million, $ 0.3 million and $ 0.2 million for the years ended December 31, 2018, 2017 and for Pre-2017 periods, respectively.

The intercompany rent and allocation of depreciation only affected the tax provision and did not affect the pre-tax consolidated financial results.

The Company concluded that the errors noted above were not material for the period ended December 31, 2019 or any prior periods and has adjusted the amounts on a cumulative basis in 2019.

During the year ended December 31, 2019, the Company did no t record quarterly interest expense related to borrowings under the Revolving Credit Facility (as defined below) that were borrowed and repaid during the fourth quarter of 2019.

The amount of interest expense and related payable that should have been recorded was $ 0.3 million .

In 2020, the Company identified that the cumulative interest payable balance was understated, and as a result a true up entry was recorded to record the payable and related expense, resulting in an out of period adjustment .

The Company concluded that the errors noted above were not material for the period ended December 31, 2019 or any prior periods and has adjusted the amounts on a cumulative basis in 2020.

Impacts of the COVID-19 Pandemic

During the first quarter of 2020, the global COVID-19 pandemic that has spread around the world and to every state in the United States commenced.

The pandemic has had and could continue to have an adverse impact on economic and market conditions, including a global economic slowdown and recession that may continue for some time.

The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions.

The Company believes the estimates and assumptions underlying its consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2020, however uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of December 31, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19.

Actual results may ultimately differ from those estimates.

Starting in March 2020, the COVID-19 pandemic and measures to prevent its spread began to affect the Company in a number of ways.

In the Company’s SHOP portfolio, occupancy has trended lower since the second half of March as government policies and implementation of infection control best practices have materially limited or closed communities to new resident move-ins which affects the Company’s ability to fill vacancies.

The Company has also continued to experience lower inquiry volumes and reduced in-person tours during the pandemic.

In addition, starting in mid-March 2020, operating costs began to rise materially, including for services, labor and personal protective equipment and other supplies, as the Company’s operators took appropriate actions to protect residents and caregivers.

At the SHOP facilities, the Company bears these cost increases.

These trends accelerated during the second, third, and fourth quarters of 2020 and into the beginning of the first quarter of 2021 as the surge of new COVID-19 cases that started in late 2020 crested, and may continue to impact the Company in the future and have a material adverse effect on the Company’s revenues and income in the other quarters thereafter.

The financial stability and overall health of the Company’s tenants is critical to its business.

The negative effects that the global pandemic has had on the economy includes the closure or reduction in activity of some of the Company’s MOBs and other healthcare-related facilities as well as restrictions on activity and access for many of the Company’s seniors housing properties.

The economic impact of the pandemic has impacted the ability of some of the Company’s tenants to pay their monthly rent either temporarily or in the long term.

The Company experienced delays in rent collections in the second, third and fourth quarters of 2020 although collections have been approximately 100 %.

The Company has taken a proactive approach

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

Out-of-Period Adjustments

Specifically, the Company had overstated intercompany rent on certain leases with the TRS and reflected a portion of depreciation on REIT assets in the TRS’s tax provision, thereby overstating previously recorded tax benefits, deferred tax assets and net income by $ 0.8 million , $ 0.3 million and $ 0.2 million for the years ended December 31, 2018, 2017 and for Pre-2017 periods, respectively.

The intercompany rent and allocation of depreciation only affects the tax provision and does not affect the pre-tax consolidated financial results.

The Company concluded that the errors noted above were not material for the period ended December 31, 2019 or any prior periods and has adjusted the amounts on a cumulative basis in the year ended December 31, 2019.

to achieve mutually agreeable solutions with its tenants and in some cases, during the year ended December 31, 2020, the Company executed lease amendments providing for deferral of rent.

For accounting purposes, in accordance with ASC 842:

Leases, normally a company would be required to assess a lease modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which doesn’t apply to leases subsequently modified).

However, in light of the COVID-19 pandemic in which many leases are being modified, the FASB and SEC have provided relief that allows companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification.

In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession.

For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (1) as if the changes were originally contemplated in the lease contract or (2) as if the deferred payments are variable lease payments contained in the lease contract.

For all other lease changes that did not qualify for FASB relief, the Company is required to apply modification accounting including assessing classification under ASC 842.

Some, but not all of the Company’s lease modifications qualify for the FASB relief.

In accordance with the relief provisions, instead of treating these qualifying leases as modifications, the Company has elected to treat the modifications as if previously contained in the lease and recast rents receivable prospectively (if necessary).

Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would be recognized ratably over the remaining life of the lease.

For leases not qualifying for this relief, the Company has applied modification accounting and determined that there were no changes in the current classification of its leases impacted by negotiations with its tenants.

The Company has taken precautionary steps to increase liquidity and preserve financial flexibility in light of the uncertainty resulting from the COVID-19 pandemic.

These steps include borrowing an additional $ 95.0 million under the Credit Facility (as defined below) in March 2020 to provide more cash on the Company’s balance sheet.

A portion of the $ 95.0 million in borrowings was used for general corporate purposes and for acquisitions.

The Company has not borrowed additional amounts subsequently.

In August 2020, the Company amended the Credit Facility as part of its efforts to continue addressing the adverse impacts of the COVID-19 pandemic.

For additional information on the Credit Facility amendment see Note 5 — Credit Facilities.

Revenue Recognition

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Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties.

Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For comparative purposes, the Company has elected to reflect prior revenue and reimbursements reported under ASC 842 also on a single line.

For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.

The Company’s revenues also include resident services and fee income primarily related to rent derived from lease contracts with residents in the Company’s Seniors Housing — Operating Properties (“SHOP”) held using a structure permitted by the REIT rules and to fees for ancillary services performed for SHOP residents, which are generally variable in nature.

Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.

The Company’s revenues also include resident services and fee income primarily related to rent derived from lease contracts with residents in the Company’s SHOPs held using a structure permitted under the REIT Investment and Diversification and Empowerment Act of 2007 and to fees for ancillary services performed for SHOP residents, which are generally variable in nature.

Rental income from residents in the Company’s SHOP segment is recognized as earned.

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The terms of the rent are short term in nature, primarily month-to-month.

Also included in revenue from tenants is fees for ancillary revenue from non-residents of $ 15.4 million , $ 8.1 million and $ 0.8 million for the years ended December 31, 2019, 2018, and 2017, respectively.

Also included in revenue from tenants is fees

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

for ancillary revenue from non-residents of $ 13.3 million, $ 15.4 million and $ 8.1 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Fees for ancillary services are recorded in the period in which the services are performed.

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These amounts exclude tenant reimbursements and 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.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

(In thousands)

These amounts also exclude SHOP leases which are short-term in nature.

(In thousands) Future

Base Rent Payments

2021 $ 94,144

Thereafter 165,642

Total $ 549,720

The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

Under the new leasing standard (see the “Recently Issued Accounting Pronouncements” section below), the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectibility periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant.

Under the leasing standards (see the “Recently Issued Accounting Pronouncements” section below), the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant.

Partial reserves, or the ability to assume partial recovery are no longer permitted.

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Cost recoveries from tenants are included in operating revenue from tenants beginning on January 1, 2019, in accordance with new accounting rules, on the accompanying consolidated statements of operations and comprehensive income (loss) in the period the related costs are incurred, as applicable.

Under ASC 842, uncollectable amounts are reflected as reductions in revenue.

Under ASC 842, which was adopted effective on January 1, 2019, uncollectable amounts are reflected as reductions in revenue.

Under ASC 840, the Company recorded such amounts as bad debt expense as part of property operating expenses.

During the years ended December 31, 2019 , 2018 and 2017 such amounts were $ 6.5 million , $ 14.8 million and $ 12.4 million , respectively.

During the years ended December 31, 2020, 2019 and 2018 such amounts were $ 2.7 million, $ 6.5 million and $ 14.8 million, respectively, which include bad debt expense related to the NuVista and LaSalle Tenants (see Note 3 — Real Estate Investment, Net to the consolidated financial statements included in this Annual Report on Form 10-K for additional information).

Investments in Real Estate

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See the “ Purchase Price Allocation” section in this Note for a discussion of the initial accounting for investments in real estate.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations.

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As more fully discussed in this Note under Recently Issued Accounting Pronouncements - ASU No.

2016-02 Leases , all of the Company’s leases as lessor prior to adoption were accounted for as operating leases and will continue to be accounted for as operating leases under the transition guidance.

The Company will evaluate new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant.

This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75% ), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90% ) of the leased property’s fair value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term.

2016-02 Leases , all of the Company’s leases as lessor prior to adoption were accounted for as operating leases and they continue to be accounted for as operating leases under the transition guidance.

The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant.

This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term.

Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor.

1 unchanged sentence

The Company is also the lessee under certain land leases which were previously classified prior to adoption of lease accounting and will continue to be classified as operating leases under transition elections unless subsequently modified.

These leases are reflected on the balance sheet as of December 31, 2019 and the rent expense is reflected on a straight-line basis over the lease term.

These leases are reflected on the balance sheet as of December 31, 2020 and 2019, and the rent expense is reflected on a straight-line basis over the lease term in the consolidated statements of operations for the years ended December 31, 2020, 2019, and 2018.

The Company generally determines the value of construction in progress based upon the replacement cost.

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Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis.

Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable assets (e.g., certificates of need in certain jurisdictions) or liabilities based on lease or property specific characteristics.

In addition, any assumed mortgages receivable or payable and any assumed or issued noncontrolling interests (in a business combination) are recorded at their estimated fair values.

Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics.

In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values.

In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates.

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In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets.

All acquisitions during the years ended December 31, 2019 and 2018 were asset acquisitions.

During 2017, prior to the Company’s adoption of ASU No.

2017-01, Business Combinations (Topic 805) (see “ Summary of Significant Accounting Policies” below), all of our acquisitions were accounted for as business combinations.

For acquired properties with leases classified as operating leases, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired (including those acquired in the Merger) and liabilities assumed, based on their respective fair values.

All acquisitions during the years ended December 31, 2020, 2019 and 2018 were accounted for as asset acquisitions.

For acquired properties with leases classified as operating leases, the Company allocates the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values.

In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data.

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The Company utilizes various estimates, processes and information to determine the as-if vacant property value.

Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods.

Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates and land values per square foot.

Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases as applicable.

Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases.

In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months .

The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.

The Company estimates fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods.

HEALTHCARE TRUST, INC.

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December 31, 2020

The aggregate value of intangible assets related to customer relationships, as applicable, is measured based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the tenant.

Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors.

The Company did not record any intangible asset amounts related to customer relationships during the year ended December 31, 2019.

estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates and land values per square foot.

Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases.

The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.

The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the tenant.

The Company did not record any intangible asset amounts related to customer relationships during the year ended December 31, 2019 .

The Company did not record any intangible asset amounts related to customer relationships during the years ended December 31, 2020 and 2019.

Gain on Dispositions of Real Estate Investments

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When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment.

This review is based on an estimate of the future undiscounted cash flows expected to result from the property’s use and eventual disposition.

This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition.

These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors.

9 unchanged sentences

The value of certain other intangibles such as certificates of need in certain jurisdictions are amortized over the expected period of benefit (generally the life of the related building).

The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.

The value of customer relationship intangibles, if any, is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building.

If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.

If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.

20 unchanged sentences

Non-controlling Interests

The non-controlling interests represent the portion of the equity in the OP that is not owned by the Company.

The non-controlling interests represent the portion of the equity in the OP that is not owned by the Company as well as certain investment arrangements with other unaffiliated third parties whereby such investors receive an ownership interest in certain of the Company’s property-owning subsidiaries and are entitled to receive a proportionate share of the net operating cash flow derived from the subsidiaries’ property.

Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets and presented as net loss attributable to non-controlling interests on the consolidated statements of operations and comprehensive loss.

Non-controlling interests are allocated a share of net loss based on their share of equity ownership.

See Note 13 — Non-Controlling Interests for additional information.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Cash and Cash Equivalents

5 unchanged sentences

Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

Deferred Financing and Leasing Costs, Net

7 unchanged sentences

Equity-Based Compensation

The Company has a stock-based incentive award plan for its directors, which is accounted for under the guidance of share- based payments.

The Company has a stock-based incentive award program for its directors, which is accounted for under the guidance of share- based payments.

The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such awards is included in general and administrative expenses and is recognized over the service period (i.e., vesting) required or when the requirements for exercise of the award have been met (See Note 11 — Equity-Based Compensation ).

12 unchanged sentences

Generally, to qualify as a REIT, the Company cannot directly or indirectly operate seniors housing properties.

Instead, such facilities may be either leased to a third-party operator or leased to a taxable REIT subsidiary (“TRS”) and operated by a third party on behalf of the TRS.

Accordingly, the Company has formed a TRS under the OP to lease its SHOPs and the TRS has entered into management contracts with unaffiliated third-party operators to operate the facilities on its behalf.

As of December 31, 2019 , the Company, through its TRS, owned 59 seniors housing properties.

Instead, such facilities may be either leased to a third-party operator or leased to a TRS and operated by a third party on behalf of the TRS.

Accordingly, the Company has formed a TRS that is wholly-owned by the OP to lease its SHOPs and the TRS has entered into management contracts with unaffiliated third-party operators to operate the facilities on its behalf.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

As of December 31, 2020, the Company, owned 59 seniors housing properties which are leased and operated through its TRS.

The TRS is a wholly-owned subsidiary of the OP.

3 unchanged sentences

In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies (including modifying intercompany leases with the TRS) and recent financial operations.

In the event the Company determines that it would not be able to realize the deferred income tax assets in the future in excess of the net recorded amount, the Company establishes a valuation allowance which offsets the previously recognized income tax benefit.

Deferred income taxes result from temporary differences between the carrying amounts of the TRS’s assets and liabilities used for financial reporting purposes and the amounts used for income tax purposes as well as net operating loss carryforwards.

Significant components of the deferred tax assets and liabilities as of December 31, 2019 consisted of deferred rent

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

and net operating loss carryforwards.

As of December 31, 2019 , the Company had a deferred tax asset of $ 3.9 million with no valuation allowance.

Significant components of the deferred tax assets and liabilities as of December 31, 2020 consisted of deferred rent and net operating loss carryforwards.

During the year ended December 31, 2020, the Company modified 25 intercompany leases with the TRS which abated intercompany rent due to the ongoing COVID-19 pandemic.

Because of the Company’s TRS's recent operating history of losses and the on-going impacts of the COVID-19 pandemic on the results of operations of the Company’s SHOP assets, the Company is not able to conclude that it is more likely than not it will realize the future benefit of its deferred tax assets;

thus the Company has provided a 100% valuation allowance of $ 4.6 million as of December 31, 2020.

If and when the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in its consolidated statements of comprehensive income (loss).

As of December 31, 2020, the Company’s consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $ 14 million at December 31, 2020 (of which $ 7.6 million were incurred prior to January 1, 2018).

For losses incurred prior to January 1, 2018, if unused, these will begin to expire in 2035.

For net operating losses incurred subsequent to December 31, 2017, there is no expiration date.

During the year ended December 31, 2020 the Company recorded a tax loss of $ 3.1 million.

As of December 31, 2020, the Company had a deferred tax asset of $ 4.6 million with a full valuation allowance.

As of December 31, 2019, the Company had a deferred tax asset of $ 3.9 million with no valuation allowance.

4 unchanged sentences

Year Ended December 31,

(In thousands)

2020 2019 2018

(In thousands) Current Deferred Current Deferred Current Deferred

Federal (expense) benefit $ 726 $ — $ — $ ( 155 ) $ ( 272 ) $ 399

State (expense) benefit ( 196 ) 50 ( 176 ) ( 68 ) ( 353 ) 29

Deferred tax asset valuation allowance — ( 4,641 ) — — — —

Total income tax benefit (expense) $ 530 $ ( 4,591 ) $ ( 176 ) $ ( 223 ) $ ( 625 ) $ 428

As of December 31, 2020 and 2019, the Company had no material uncertain income tax positions.

1 unchanged sentence

Per Share Data

Net income (loss) per basic share of common stock is calculated by dividing net income (loss) by the weighted-average number of shares of common stock issued and outstanding during such period.

Net income (loss) per basic share of common stock is calculated by dividing net income (loss) by the weighted-average number of shares (retroactively adjusted for the Stock Dividends) of common stock issued and outstanding during such period.

Diluted net income (loss) per share of common stock considers the effect of potentially dilutive shares of common stock outstanding during the period.

CARES Act Grants

On March 27, 2020, Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law and it provides funding to Medicare providers in order to provide financial relief during the COVID-19 pandemic.

Funds provided under the program were to be used for the preparation, prevention, and medical response to COVID-19, and were designated to

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

reimburse providers for healthcare related expenses and lost revenues attributable to COVID-19.

The Company received $ 3.6 million in these funds during the year ended December 31, 2020, related to four of its SHOPs and considered the funds to be a grant contribution from the government.

The full amounts received were recognized as a reduction of property operating expenses in the Company’s consolidated statement of operations for the year ended December 31, 2020 to offset the incurred COVID-19 expenses.

Subsequent to December 31, 2020, the Company received an additional $ 5.1 million in funding from CARES Act grants.

There can be no assurance that the program will be extended or any further amounts received.

Recently Issued Accounting Pronouncements

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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

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

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.

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 Company adopted this guidance effective January 1, 2018, and will apply the new rules prospectively.

7 unchanged sentences

Historically, the Company has not retained any interest in properties it has sold.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718):

23 unchanged sentences

The Company did not have any leases that would be considered financing leases as of January 1, 2019.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

The Company assessed the impact of adoption from both a lessor and lessee perspective, which is discussed in more detail below, and adopted the new guidance prospectively on January 1, 2019, using a prospective transition approach under which the Company elected to apply the guidance effective January 1, 2019 and not adjust prior comparative reporting periods (except for the Company’s presentation of lease revenue discussed below).

6 unchanged sentences

This new classification applies for the first quarter of 2019 and reclassification of prior period amounts is not permitted.

At transition on January 1, 2019, after assessing its reserve balances at December 31, 2018 under the new guidance, the Company wrote off accounts receivable of $ 0.1 million and straight-line rents receivable of $ 0.1 million as an adjustment to the opening balance of accumulated deficit, and accordingly rent for these tenants is currently recorded on a cash basis.

At transition on January 1, 2019, after assessing its reserve balances at December 31, 2018 under the new guidance, the Company wrote off accounts receivable of $ 0.1

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

million and straight-line rents receivable of $ 0.1 million as an adjustment to the opening balance of accumulated deficit, and accordingly rent for these tenants is currently recorded on a cash basis.

• Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed.

14 unchanged sentences

The Company has adopted ASU 2017-12 on January 1, 2019, as required under the guidance, using a modified retrospective transition method and the adoption did not have a material impact on its consolidated financial statements.

Pending Adoption as of December 31, 2019

Adopted as of January 1, 2020:

In August 2018, the FASB issued ASU No.

2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement .

The objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to the financial statements by removing, modifying, and adding certain fair value disclosure requirements to facilitate clear communication of the information required by generally accepted accounting principles.

The amended guidance is effective for the Company beginning on January 1, 2020.

The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements.

In June 2016, the FASB issued ASU No.

6 unchanged sentences

The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements.

Not yet Adopted as of December 31, 2020

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic 815).

The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and amends the guidance for the derivatives scope exception for contracts in an entity's own equity.

The standard also amends and makes targeted improvements to the related earnings per share guidance.

The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The standard allows for either modified or full retrospective transition

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

In August 2018, the FASB issued ASU No.

2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement .

The amended guidance is effective for the Company beginning on January 1, 2020.

The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements.

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848).

Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance in Topic 848 is optional and may be elected over the period March 12, 2020 through December 31, 2022 as reference rate reform activities occur.

During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to (i) the assertion that our hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

Application of these expedients preserves the presentation of our derivatives, which will be consistent with our past presentation.

The Company will continue to evaluate the impact of the guidance and may apply other elections, as applicable, as additional changes in the market occur.

Note 3 — Real Estate Investments, Net

1 unchanged sentence

The Company invests in MOBs, seniors housing properties and other healthcare-related facilities primarily to expand and diversify its portfolio and revenue base.

During the year ended December 31, 2019 , the Company, through wholly-owned subsidiaries of the OP, completed its acquisitions of five multi-tenant MOBs, three single tenant MOBs and one SHOP for an aggregate contract purchase price of $ 86.3 million .

In addition, the Company incurred an additional $ 5.7 million in capitalized costs, including capitalized interest, to its development project in Jupiter, Florida which described in more detail under “Development Project” in this Note.

The Company owned 193 properties as of December 31, 2020.

During the year ended December 31, 2020, the Company, through wholly-owned subsidiaries of the OP, completed its acquisitions of two multi-tenant MOBs, three single tenant MOBs and four SHOPs for an aggregate contract purchase price of $ 110.7 million, which includes other assets acquired as part of the acquisitions of $ 1.8 million and capitalized transaction costs.

All acquisitions in 2020, 2019 and 2018 were considered asset acquisitions for accounting purposes.

During 2017, prior to the adoption of ASU no.

2017-01, Business Combinations (Topic 805) (see Note 2 — Summary of Significant Accounting Policies - “Recent Accounting Pronouncements”), all acquisitions, including the HT III transaction described below, were accounted for as business combinations.

The following table presents the allocation of the assets acquired and liabilities assumed, as well as capitalized construction in progress during the years ended December 31, 2020, 2019 and 2018:

2 unchanged sentences

Real estate investments, at cost:

Land $ 7,665 $ 6,356 $ 14,417

Buildings, fixtures and improvements 90,699 68,903 98,236

3 unchanged sentences

In-place leases and other intangible assets (1)

10,369 11,777 6,823

Market lease and other intangible assets (1)

Market lease liabilities (1)

( 362 ) ( 1,483 ) ( 286 )

Total intangible assets and liabilities

10,503 11,018 6,812

Mortgage notes payable, net ( 13,883 ) — —

Other liabilities assumed in the Asset Acquisition, net (2)

Cash paid for real estate investments, including acquisitions $ 94,984 $ 91,998 $ 128,056

1 unchanged sentence

_______________

Weighted-average remaining amortization periods for in-place leases and above-market and below market lease liabilities acquired were 8.1 years and 7.0 years as of December 31, 2019 .

(2) Includes liabilities of $ 0.8 million in accounts payable and accrued expenses, $ 0.5 million in non-controlling interests and $ 0.1 million in deferred rent and includes assets of $ 0.2 million in cash and $ 0.2 million in restricted cash related to the Company’s acquisition from American Realty Capital Healthcare Trust III, Inc.

(“HT III”) of 19 properties comprising substantially all of HT III’s assets (the “Asset Purchase”), pursuant to a purchase agreement (the “Purchase Agreement”), dated as of June 16, 2017.

HT III was sponsored and advised by an affiliate of the Advisor.

See Note 9 — Related Party Transactions and Arrangements for additional information.

(1) Weighted-average remaining amortization periods for in-place leases, above-market leases and below market leases acquired were 1.7 years, 7.7 years and 7.4 years, respectively, as of December 31, 2020.

Weighted-average remaining amortization periods for in-place leases and above-market leases acquired were 8.1 years and 7.0 years, respectively, as of December 31, 2019.

There were no below market leases acquired in the year ended December 31, 2019.

Development Project

1 unchanged sentence

As of December 31, 2019, the Company had funded $ 97.8 million, including $ 10.0 million for the land and $ 87.8 million for construction in progress.

The Company had been working for some time to obtain a certificate of occupancy for the facility (“CO”), which was ultimately obtained in December 2019.

Historically, all construction costs, including capitalized interest, insurance and real

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

The Company had been working for some time to obtain a certificate of occupancy for the facility (“CO”), which was ultimately obtained in December 2019.

Historically, all construction costs, including capitalized interest, insurance and real estate taxes were capitalized and classified in construction is progress on the Company’s consolidated balance sheet.

In December 2019, when the development reached substantial completion and the Company reclassified the entire amount in construction in progress.

During the year ended December 31, 2019, the Company incurred an additional $ 5.7 million in capitalized costs, including capitalized interest, related to the development project in Jupiter, Florida.

All acquisitions in 2019 and 2018 were considered asset acquisitions for accounting purposes.

estate taxes were capitalized and classified in construction is progress on the Company’s consolidated balance sheet.

In December 2019, when the development reached substantial completion and the Company reclassified the entire amount in construction in progress to its appropriate real estate investment components.

During the years ended December 31, 2019, and 2018 the Company incurred an additional $ 5.7 million and $ 8.6 million in capitalized costs, including capitalized interest, related to this development project.

No development costs were capitalized during the year ended December 31, 2020 as the property was considered substantially complete.

Obtaining the CO was a necessary condition to leasing the property to any tenant other than a tenant associated with the developer of the property, which had been, and remains in, default under its agreements with the Company.

The Company entered into a lease for 10% of the rentable square feet at the property, but the tenant is not required to pay the Company cash rent until May 2021.

There can be no assurance as to the timing or terms of any additional leases or as to if and when the property may generate positive cash flow allowing the Company to earn a return on its investment in this property.

The Company entered into a lease for 10% of the rentable square feet at the property (a portion of the non-assisted living component of the property) , but the tenant was not required to pay the Company cash rent until May 2021.

As of December 31, 2020 the Company had not yet begun operating the assisted living component of the property.

During the fourth quarter of 2019, in connection with the substantial completion of the development property, the Company began to evaluate it for a potential sale.

As a result of this potential change in plans, the Company concluded this held for use asset was impaired and recognized an impairment charge to its respective operating real estate components (see Assets Held For Use and Related Impairments in this note for additional information).

As a result of this potential change in plans, the Company concluded this held for use asset was impaired and recognized an impairment charge to its respective operating real estate components in 2019 (see Assets Held For Use and Related Impairments in this note for additional information).

Further, as a result of COVID-19 and it impact on the ability to show the property to potential new tenants/residents, the launch of operations of the assisted living component of the property has been delayed.

In August 2020, the Company entered into definitive purchase and sale agreements (“PSA”) to sell the Company's recently completed development property in Jupiter, Florida for $ 65.0 million and the Company’s two skilled nursing facilities in Lutz, Florida and Wellington, Florida for $ 20.0 million and $ 33.0 million, respectively.

The buyer paid the Company $ 2.9 million in non-refundable deposits, In November 2020, the Company completed the sale of its skilled nursing facility in Lutz, Florida resulting in a gain on sale of real estate investments of $ 3.8 million, recorded in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020.

See “Dispositions” below for more information.

The sales of the properties in Wellington, Florida and Jupiter, Florida are expected to close later in 2021, but these dispositions are subject to conditions and there can be no assurance that they will be completed on their contemplated terms, or at all.

Significant Tenants

1 unchanged sentence

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 December 31, 2020, 2019 and 2018:

State 2020 2019 2018

20.6 % 25.2 % 16.6 %

Georgia * * 10.1 %

* 10.9 % 13.1 %

Pennsylvania 10.4 % * 10.2 %

_______________

* 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 period specified.

As of December 31, 2019, the Company was considering plans to sell three assets in Florida including the recently completed development project in Jupiter, Florida and its two skilled nursing facilities in Lutz, Florida and Wellington, Florida .

See “Assets Held for Use and Related Impairments” in this note for more information.

As of December 31, 2019, the Company had 14 SHOP assets located in Michigan (the “Michigan SHOPs”) that are under contract to be sold pursuant to a definitive purchase and sale agreement (“PSA”).

See “Assets Held for Sale and Related Impairments” in this note for more information.

(1) During the fourth quarter of 2020, the Company completed the sale of its skilled nursing facility in Lutz, Florida.

In addition, in August 2020 the Company entered into an agreement to sell our skilled nursing facility in Wellington, Florida, and our development property in Jupiter, Florida.

(2) During the year ended December 31, 2020, the Company sold 11 SHOPs located in Michigan, seven of which were transferred to the buyer during the fourth quarter of 2020 and four of which remained classified as held for sale on the Company’s consolidated balance sheet as of December 31, 2020.

The remaining four properties were transferred to the buyer in the first quarter of 2021.

HEALTHCARE TRUST, INC.

4 unchanged sentences

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

December 31, 2019

December 31, 2018

(In thousands)

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

December 31, 2020 December 31, 2019

(In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Intangible assets:

3 unchanged sentences

Total acquired intangible assets

$ 276,015 $ 184,664 $ 91,351 $ 269,616 $ 167,073 $ 102,543

Intangible liabilities:

Market lease liabilities $ 22,109 $ 11,306 $ 10,803 $ 21,777 $ 9,725 $ 12,052

(1) Effective January 1, 2019, upon the adoption of ASU 2016-02, any amounts related to ground leases are included in operating lease right-of-use assets on the Company’s consolidated balance sheet.

See Note 2 — Summary of Significant Accounting Polices - Recently Issued Accounting Pronouncements for additional information.

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 amortization of above-and below-market ground leases, for the periods presented:

2 unchanged sentences

Amortization of in-place leases and other intangible assets (1)

$ 15,121 $ 15,559 $ 18,851

Accretion of above-and below-market leases, net (2)

$ ( 257 ) $ ( 247 ) $ ( 39 )

Amortization of above-and below-market ground leases, net (3)

$ 178 $ 86 $ 147

(1) Reflected within depreciation and amortization expense.

11 unchanged sentences

Total to be added to revenue from tenants $ 89 $ 333 $ 568 $ 755 $ 695

Transfer of Operations

On June 8, 2017, the Company’s TRS acquired 12 operating entities that leased 12 healthcare facilities previously 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 SHOP segment.

As a part of the transition, the Company’s subsidiary property companies

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

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 rules.

As 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 amounts below reflect the fair values of these assets and liabilities, as of the transfer closing date, to the appropriate financial statement line as shown below.

(In thousands)

Buildings, fixtures and improvements

Cash and cash equivalents

Prepaid expenses and other assets

Total assets acquired

Accounts payable and accrued expenses

Deferred rent

Total liabilities acquired

Gain on acquisition

On February 6, 2019, the Company sold five of the MOB properties within the State of New York (the “New York Six MOBs”) for a contract sales price of $ 45.0 million , resulting in a gain on sale of real estate investments of $ 6.1 million which is included on the Consolidated Statement of Operations for the year ended December 31, 2019.

The Company had reconsidered the intended holding period for all six of the New York Six MOBs due to various market conditions and the potential to reinvest in properties generating a higher yield.

On July 26, 2018, the Company had originally entered into a purchase and sale agreement for the sale of the New York Six MOBs, for an aggregate contract sale price of approximately $ 68.0 million and subsequently, on September 25, 2018, the Company further amended the purchase and sale agreement to decrease the aggregate contract sale price to $ 58.8 million .

The one remaining New York Six MOB was sold for a contract sales price of $ 13.6 million on August 22, 2019, resulting in a gain on sale of real estate investments of $ 2.9 million recorded in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019.

During the first quarter of 2019, the Company reconsidered the intended holding period for one of its SHOP properties located in Brookings, OR (“Ocean Park”) due to various market conditions and the potential to reinvest in properties generating a higher yield.

On March 21, 2019, the Company entered into a purchase and sale agreement for the sale of Ocean Park, for an aggregate contract sale price of approximately $ 3.6 million .

On April 1, 2019, the Company amended the purchase and sale agreement to decrease the aggregate contract sale price to $ 3.5 million .

In connection with this amendment, the Company recognized an impairment charge of approximately $ 19,000 on Ocean Park during the second quarter of 2019, which is included on the consolidated statement of operations and comprehensive loss.

On August 1, 2019, the Company closed its disposition of Ocean Park resulting in a loss on sale of real estate investments of $ 0.2 million recorded in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019.

On November 6, 2018, the Company entered into the final amendment to its January 2017 agreement (as amended to date, the “Amended Missouri SNF PSA”) to sell eight skilled nursing facility properties in Missouri (the “Missouri SNF Properties”) that were previously classified as held-for-sale, for an aggregate contract purchase price of $ 27.5 million.

In connection with the Amended Missouri SNF PSA, the Company recognized an impairment charge of approximately $ 11.9 million on the Missouri SNF Properties in the third quarter of 2018 which is included on the consolidated statement of operations and comprehensive loss.

The sale of these properties pursuant to the Amended Missouri SNF PSA, which occurred in the fourth quarter of 2018, resulted in a loss of $ 0.1 million for the year ended December 31, 2018, which is reflected within (loss) gain on sale of real estate investment in the consolidated statements of operations and comprehensive loss.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

The following table summarizes the properties sold during the years ended December 31, 2020, 2019, and 2018:

(In thousands)

Disposition Date

Contract Sale Price

(In thousands) Disposition Date Contract Sale Price Gain (Loss)

on Sale, of Real Estate Investments

2020 Dispositions:

Lutz December, 2020 $ 20,000 $ 3,832

Michigan SHOPs ( 11 properties) (1)

November 2, 2020 11,750 ( 908 )

Cape Girardeau March 19, 2020 8,600 2,306

Totals $ 40,350 $ 5,230

2019 Dispositions:

New York Six MOBs ( 1 property)

4 unchanged sentences

February 6, 2019 45,000 6,059

Totals $ 62,200 $ 8,790

2018 Dispositions:

1 unchanged sentence

December 5, 2018 $ 27,500 $ ( 70 )

2017 Dispositions:

Dental Arts Building - Peoria, AZ

(1) These properties were previously impaired.

See “Impairments” section below.

Represents contract sales price for all 11 properties.

Loss on sale relates to the seven properties that were transferred to the buyer in the fourth quarter of 2020 (see below for additional information).

The sales of the properties noted above did not represent a strategic shift that has a major effect on the Company’s operations and financial results.

Accordingly, the results of operations of these properties remain classified within continuing operations for all periods presented until the respective sale dates.

2020 Dispositions

On December 16 2020, the Company completed the sale of its skilled nursing facility in Lutz, Florida for a contract purchase price of $ 20.0 million, resulting in a gain on sale of real estate investments of $ 3.8 million recorded in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020.

At closing, $ 17.6 million of net proceeds were used to repay amounts outstanding under the Revolving Credit Facility.

On November 2, 2020 the initial closing under the PSA pursuant to which the Company had agreed to sell 11 Michigan SHOPs occurred.

The contract purchase price for the 11 Michigan SHOPs was $ 11.8 million, resulting in a loss on sale of $ 0.9 million on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020.

At the initial closing, the Company received payment of the full $ 11.8 million sales price for all 11 of the Michigan SHOPs, less $ 0.8 million held in escrow, and transferred seven of the properties to the buyer.

The remaining four properties were transferred to the buyer a second closing separate closings in the first quarter of 2021 when the $ 0.8 million held in escrow was released to the buyer.

Of the properties transferred at the initial closing, four had been part of the borrowing base under the Credit Facility, one was part of the collateral pool under the Fannie Mae Master Credit Facility with Capital One and two were unencumbered.

Of the properties transferred at the second closing, three were part of the borrowing base under the Credit Facility until the initial closing and one was unencumbered.

At the initial closing, $ 4.2 million of the net proceeds was used to repay amounts outstanding under the Fannie Mae Master Credit Facility with Capital One, $ 4.4 million of the net proceeds were used to repay amounts outstanding under the Revolving Credit Facility, with the remainder used for closing costs.

For the avoidance of any doubt, all impairments related to the disposal of the 11 Michigan SHOP assets were recognized in the year ended December 31, 2020.

On March 19, 2020 the Company disposed of one MOB property for a contract purchase price of $ 8.6 million, resulting in a gain on sale of $ 2.306 million.

2019 Dispositions

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

On February 6, 2019, the Company sold five of the MOB properties within the State of New York (the “New York Six MOBs”) for a contract sales price of $ 45.0 million, resulting in a gain on sale of real estate investments of $ 6.1 million which is included on the Consolidated Statement of Operations for the year ended December 31, 2019.

The Company had reconsidered the intended holding period for all six of the New York Six MOBs due to various market conditions and the potential to reinvest in properties generating a higher yield.

On July 26, 2018, the Company had originally entered into a PSA for the sale of the New York Six MOBs, for an aggregate contract sale price of approximately $ 68.0 million and subsequently, on September 25, 2018, the Company further amended the PSA to decrease the aggregate contract sale price to $ 58.8 million.

During the first quarter of 2019, the Company reconsidered the intended holding period for one of its SHOPs located in Brookings, OR (“Ocean Park”) due to various market conditions and the potential to reinvest in properties generating a higher yield.

On March 21, 2019, the Company entered into a PSA for the sale of Ocean Park, for an aggregate contract sale price of approximately $ 3.6 million.

On April 1, 2019, the Company amended the purchase and sale agreement to decrease the aggregate contract sale price to $ 3.5 million.

2018 Dispositions

The following is a summary of impairments taken during the years ended December 31, 2020, 2019 and 2018:

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Assets held for use 16,876 33,335 2,400

Total $ 36,446 $ 55,969 $ 20,655

For additional information on impairments related to assets held for sale and assets held for use, see the “Assets Held for Sale and Related Impairments” and “Assets Held for Use and Related Impairments” sections below.

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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.

For held-for-sale properties, the Company predominately used the contract sale price as fair market value.

The Company recognized an impairment charge of $ 22.6 million for the year ended December 31, 2019 related to assets held for sale, representing the amount by which the carrying amount of the Michigan SHOPs exceeds the Company’s estimate of the net sales price of the Michigan SHOPs.

During the year ended December 31, 2018 the Company recorded $ 18.3 million related to assets held for sale for the eight Missouri SNF Properties which were sold in 2018 and one of the New York Six MOBs which was sold in 2019.

There were no impairments related to assets held for sale during the year ended December 31, 2017 .

Michigan Shops

In April 2019, the Company began marketing for a possible sale a portfolio of the 14 Michigan SHOPs.

During the third quarter ended September 30, 2019, the Company received multiple bids and accepted a non-binding letter of intent from a prospective buyer to purchase the Michigan SHOPs as a single portfolio for $ 71.8 million .

Subsequently, the Company executed

For held-for-sale properties, the Company predominately uses the contract sale price as fair market value.

HEALTHCARE TRUST, INC.

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December 31, 2020

a purchase and sale agreement (“PSA”) and closing is expected in the second quarter of 2020.

Concurrently with the signing of the PSA, the buyer made a $ 1.0 million deposit with an additional $ 0.5 million due at the end of a due diligence period set to expire on March 31, 2020, whereupon both deposits would become non-refundable.

The Company determined that the Michigan SHOPs should be classified as held for sale as of December 31, 2019 .

There can be no guarantee that the sale of these properties will close under the proposed terms, or at all.

As of December 31, 2019 , seven Michigan SHOPs were part of the borrowing base of the Credit Facility, four were mortgaged under the Fannie Mae Master Credit Facilities and three were unencumbered.

There can be no assurance that the sale of the Michigan SHOPs will be completed under the terms of the PSA, or at all.

Balance Sheet Details - Assets Held for Sale

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(In thousands) 2020 (1)

Land $ 145 $ 4,051

Buildings, fixtures and improvements ( 55 ) 66,788

Assets held for sale $ 90 $ 70,839

(1) Represents assets of the New York Six MOB.

The Company also had liabilities associated with the held-for-sale New York Six MOBs of $ 3.5 million which is presented within Market lease intangible liabilities, net, and $ 0.5 million which is presented within Accounts Payable and Accrued Expenses on the Consolidated Balance Sheet as of December 31, 2018 .

(1) Assets held for sale as of December 31, 2020 relates to four Michigan SHOPs.

(2) Assets held for sale as of December 31, 2019 relates to the original 14 Michigan SHOPs under the PSA entered into in January 2020 (see below for additional information).

In January 2020, the Company entered into a PSA for the sale of a portfolio of 14 SHOPs located in Michigan (the “Michigan SHOPs”) as a single portfolio for $ 71.8 million.

Accordingly, all 14 of these SHOPs were classified as held for sale as of December 31, 2019.

During April, 2020, the PSA was amended so that only 11 of the Michigan SHOPs were to be sold pursuant to this PSA for $ 11.8 million.

As a result of the amended PSA from April 2020, the three remaining Michigan SHOPs at that time no longer qualified as held for sale and were reclassified to assets held for use at their original carrying values as of March 31, 2020 and an additional $ 0.7 million in catch-up depreciation was recorded in the third quarter of 2020.

In addition, the original deposit made by the buyer was reduced from $ 1.0 million to $ 0.3 million.

In October 2020, the PSA was amended to provide that the full $ 11.8 million sales price for all 11 Michigan SHOPs would be paid at an initial closing which occurred in November 2020, when seven of the properties were transferred to the buyer with the remaining four properties scheduled to be transferred to the buyer at a second closing, which occurred in the first quarter of 2021 (see Note 18 — Subsequent Events ).

This amendment to the PSA also provided that $ 0.8 million of the sales price would be held in escrow and returned to the buyer at the second closing;

provided that, if the PSA is terminated before the second closing closings due to a material default by the buyer, the Company will receive the escrowed amount.

This amount was returned to the buyer at final closing.

As a result, it represented an effective reduction in the sale price and the Company reflected an additional impairment loss to reflect this.

The Company determined that the four Michigan SHOPs should be classified as held for sale as of December 31, 2020.

As of December 31, 2020, for the four Michigan SHOPs that are classified as held for sale, three Michigan SHOPs were part of the borrowing base of the Credit Facility and one was unencumbered.

Held for Sale Impairments - 2020

As a result of the amendment to the PSA in April 2020, in which the number of properties under sale was reduced from 14 to 11 , and in which the total consideration was reduced from $ 71.8 million to $ 11.8 million, the Company recorded an additional impairment charge of $ 19.6 million for the year ended December 31, 2020 related to the Michigan SHOP assets held for sale.

Held for Sale Impairments - 2019

During the year ended December 31, 2019 the Company recorded an impairment charge of $ 22.6 million related to assets held for sale, representing the amount by which the carrying amount of the Michigan SHOPs exceeded the Company’s estimate, at that time, of the net sales price of the Michigan SHOPs.

Held for Sale Impairments - 2018

During the year ended December 31, 2018, the Company recorded impairment charges of $ 18.3 million related to assets held for sale for the eight Missouri SNF Properties which were sold in 2018 and one of the New York Six MOBs which was sold in 2019.

Assets Held for Use and Related Impairments

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For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single tenant properties or significant vacancy in the Company’s multi-tenant properties and (ii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities.

If a triggering event is identified, the Company considers the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of the properties based on the expected cash flows on an undiscounted basis over its intended holding period.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

value of the properties based on the expected cash flows on an undiscounted basis over its intended holding period.

The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values.

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If the undiscounted cash flows over the expected hold period are less than the carrying value, the Company reflects an impairment charge to write the asset down to its fair value.

During the years ended December 31, 2019, 2018 and 2017, the Company owned held for use properties for which the Company had reconsidered the projected cash flows due to various performance indicators, and where appropriate, the Company evaluated the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period.

The Company made certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values.

The Company owns held for use properties for which the Company may from time to time reconsider the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period.

Where more than one possible scenario exists, the Company uses a probability weighted approach.

As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses for impairment may be realized in the future.

During 2019, the Company began to evaluate the properties in Lutz, Florida, Wellington, Florida and our recently completed development property in Jupiter, Florida for potential sales.

As of December 31, 2019, the Company was actively considering plans to sell three assets in Florida including the recently completed development project in Jupiter, Florida and the Company’s two skilled nursing facilities in Lutz, Florida and Wellington, Florida.

The Company began marketing the properties in 2020 and, during the three months ended June 30, 2020, the Company received multiple bids and accepted a non-binding letter of intent from a prospective buyer to purchase the completed development project in Jupiter, Florida for $ 65.0 million and the Company’s two skilled nursing facilities in Lutz, Florida and Wellington, Florida for $ 20.0 million and $ 33.0 million, respectively.

During August 2020, the Company entered into PSAs with the buyer on the terms generally set forth in the letter of intent.

The property in Lutz, Florida was sold in December 2020 (see “Dispositions” above) and the property in Jupiter, Florida and the property in Wellington, Florida are expected to be sold later in 2021 however, there can be no assurance that such transactions will actually close.

If closed, the Company is required to use the proceeds of the sales to repay amounts outstanding under its Revolving Credit Facility.

Held for Use Impairments — 2020

During the year ended December 31, 2020, as a result of the Company’s marketing efforts during the COVID-19 pandemic which concluded with a PSA in August 2020, the Company recorded an additional impairment charge of $ 16.9 million on its completed development project in Jupiter, Florida and its skilled nursing facility in Wellington, Florida.

The impairment charge represents the amount by which the carrying amount of the properties exceeded the Company’s estimate of the net sales price set forth in the PSA described above.

Held for Use Impairments — 2019

During the year ended December 31, 2019, the Company began to evaluate the properties in Lutz, Florida, Wellington, Florida and its completed development property in Jupiter, Florida for potential sales.

As a result of these potential changes in plans, the Company concluded these held for use assets were impaired and recognized impairment charges in the aggregate of $ 33.3 million to reduce their carrying value to estimated fair value.

The Company obtained third-party appraisals of all three properties (Lutz, Wellington, and Jupiter) which estimated fair value primarily applying an income approach using stabilized cash flows and capitalization rates of 9.0 %, 9.0 % and 7.0 %, respectively.

Held for Use Impairments — 2018

The LaSalle Tenant

On July 1, 2020, the Company transitioned four triple-net leased properties in Texas (collectively, the “LaSalle Properties”) from the triple-net leased healthcare facilities segment to the SHOP segment, and the LaSalle Properties are now leased to the Company’s TRS and operated and managed on the Company’s behalf by a third-party operator.

In January 2018, the Company entered into an agreement with the prior tenants at the LaSalle Properties (collectively, the “LaSalle Tenant”) in which the Company agreed to forbear from exercising legal remedies, including staying a lawsuit against the LaSalle Tenant, as long as the LaSalle Tenant paid the amounts due for rent and property taxes on an updated payment schedule pursuant to a forbearance agreement.

As of December 31, 2020, the LaSalle Tenant remains in default of the forbearance agreement and owes the

HEALTHCARE TRUST, INC.

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December 31, 2020

During the year ended December 31, 2018 , as a result of its consideration of impairment, the Company determined that the carrying value of one held for use property exceeded its estimated fair value and recognized an aggregate impairment charge of $ 2.4 million , and during the year ended December 31, 2017 , the Company determined that the carrying value of six held for use properties exceeded their estimated fair value and recognized an aggregate impairment charge of $ 19.0 million .

Illinois Skilled Nursing Facility Portfolio Leases

On November 1, 2017, the Company, through wholly owned subsidiaries of the OP, entered into separate triple-net leases for seven skilled nursing facilities located in the state of Illinois.

The operators under the new leases are affiliates of Aperion Care, Inc., an operator of over thirty skilled nursing, rehabilitation and long-term care facilities located in the states of Illinois, Indiana, and Missouri.

Six of the seven skilled nursing facilities had previously been under the possession and control of a receiver pursuant to a consensual order appointing receiver issued by the United States District Court for the Northern District of Illinois, Eastern Division on November 1, 2016.

On November 1, 2017, the Court ordered the termination of the receiver’s possession and control of the skilled nursing facilities and the transition of operations to the operators under the new leases.

Each of the seven new leases have an initial term of ten years and are guaranteed by Aperion Care, Inc.

and certain affiliated individuals and trusts.

In connection with the execution of the leases, the OP agreed to indemnify and hold harmless the tenants under the new leases with respect to all claims, demands, obligations, losses, liabilities, damages, recoveries, and deficiencies that such tenants may suffer as a result of the prior tenants’ failure to discharge certain tax liabilities or to pay certain assessments, recoupments, claims, fines or penalties accrued or payable with respect to the facilities that accrued between December 31, 2014 and October 31, 2017.

The OP’s indemnity obligation is capped at $ 2.5 million and expires on the earlier of the date of termination of a lease or April 1, 2020.

The LaSalle Tenant

The Company is currently in the process of replacing the LaSalle Tenant and transitioning four triple-net leased properties in Texas (collectively, the “LaSalle Tenant”) from the triple-net leased healthcare facilities segment to the SHOP segment, where they would be leased to one of the Company’s TRSs and operated and managed on the Company’s behalf by a third-party operator.

In January 2018, the Company entered into an agreement with the LaSalle Tenant in which the Company agreed to forbear from exercising legal remedies, including staying a lawsuit against the LaSalle Tenant, as long as the LaSalle Tenant paid the amounts due for rent and property taxes on an updated payment schedule pursuant to a forbearance agreement.

As of December 31, 2019, the LaSalle Tenant remains in default of the forbearance agreement and owes the Company $ 8.2 million of rent, property taxes, late fees, and interest receivable thereunder.

Company $ 12.7 million of rent, property taxes, late fees, and interest receivable thereunder and $ 7.7 million plus interest of unpaid monetary damages awarded to us by the court on our claims against the tenant.

The Company has the entire receivable balance, including any monetary damages, and related income from the LaSalle Tenant fully reserved as of December 31, 2020.

The Company incurred $ 3.5 million and $ 5.0 million of bad debt expense, including straight-line rent write-offs, related to the LaSalle Tenant during the years ended December 31, 2019 and 2018, respectively, which is included in revenue from tenants in 2019 and in property operating and maintenance expense in 2018 on the consolidated statement of operations.

The Company incurred $ 0.4 million, $ 3.5 million and $ 5.0 million of bad debt expense, including straight-line rent write-offs, related to the LaSalle Tenant during the years ended December 31, 2020, 2019 and 2018, respectively, which is included in revenue from tenants on the consolidated statement of operations.

On February 15, 2019, the Company filed an amended petition in Texas state court seeking the appointment of a receiver to manage the operations at these properties and for recovery of damages for the various breaches by the LaSalle Tenant.

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On August 27, 2019, the court awarded the Company monetary damages on its claims against the LaSalle Tenant in an amount equal to $ 7.7 million plus interest.

There can be no assurance the Company will receive any amounts with respect to these claims against the LaSalle Tenant.

On October 30, 2019, the court entered into an order appointing a receiver.

This receiver is empowered to replace the LaSalle Tenant with a new tenant and operator at the properties, and, on February15, 2020, the receiver took operational control of the properties.

The Company is currently working with the receiver and the Company’s designated third-party operator in a manner that will allow the Company to transition the properties to its SHOP operating segment during 2020.

By doing so, the Company will gain more control over the operations of the applicable properties, and the Company believes this will allow the Company to improve performance and the cash flows generated by the properties.

There can be no assurance, however, that the Company will be able to complete this transition on a timely basis, or at all, and that completing this transition will result in the Company achieving its operational objectives.

This receiver was empowered to replace the LaSalle Tenant with a new tenant and operator at the properties, and, on February 15, 2020, the receiver took operational control of the properties.

As noted above, the Company worked with the receiver and the Company’s designated third-party operator to transition the LaSalle Properties to its SHOP operating segment on July 1, 2020.

The NuVista Tenant

The Company had tenants at two of its properties in Florida (collectively, the “NuVista Tenant”) that were in default under its leases beginning from July 2017 and collectively owe the Company $ 10.1 million of rent, property taxes, late fees, and interest receivable under its leases as of December 31, 2019 .

The Company had previously fully reserved for this receivable.

During the fourth quarter of 2019, the Company wrote off the entire receivable and the associated reserve, which had no net impact on our

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

consolidated financial statements.

The Company incurred bad debt expense of $ 1.1 million and $ 6.0 million related to the NuVista Tenant during the years ended December 31, 2019 and 2018, respectively which is included in revenue from tenants in 2019 and in property operating and maintenance expense in 2018, in the consolidated statement of operations and comprehensive loss.

At one of the properties which was occupied by the NuVista Tenant, located in Wellington, Florida, the Company and the tenant entered into an operations transfer agreement (the “OTA”) pursuant to which the Company and the tenant agreed to cooperate in transitioning operations at the property to a third party operator selected by the Company.

The Company had tenants at two of its Florida properties located in Lutz and Wellington Florida (collectively, the “NuVista Tenant”) that were in default under their leases beginning from July 2017.

On January 1, 2018 the property was transitioned to the SHOP segment when the Company replaced the NuVista Tenant as tenant at the Lutz, Florida property with a TRS and engaged a third-party operator to operate the property.

As a result, the property was transitioned to the SHOP segment as of January 1, 2018.

The Company incurred bad debt expense of $ 1.1 million and $ 6.0 million related to the NuVista Tenant during the years ended December 31, 2019 and 2018, respectively which is included in revenue from tenants in the consolidated statement of operations and comprehensive loss.

At the property located in Wellington, Florida, the Company and the tenant entered into an operations transfer agreement (the “OTA”) pursuant to which the Company and the tenant agreed to cooperate in transitioning operations at the property to a third party operator selected by the Company.

On February 19, 2019, in response to litigation commenced by the Company against the NuVista Tenant to enforce the OTA, the United States District Court for the Southern District of Florida entered into an agreed order (the “Order”) pursuant to which it found that the NuVista Tenant was in default under the lease for the property and that the OTA was valid, binding and in full force and effect, as modified by the Order.

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On May 20, 2019, the court entered into a final order from the court terminating the existing lease with the NuVista Tenant.

Following entry into the order, the Company signed a lease with a taxable REIT subsidiary (“TRS”) and engaged its designated third-party operator, to operate the property.

This structure is permitted by the REIT rules, under which a REIT may lease “qualified health care” properties on an arm’s length basis to a TRS if the property is operated on behalf of such subsidiary by an eligible independent contractor.

During the year end December 31, 2019 the company received $ 1.6 million under the OTA for periods prior to the lease termination, which amounts had previously been fully reserved.

This payment under the OTA is included in revenue from tenants in the consolidated statement of operations and comprehensive loss.

The properties in Lutz, Florida, and Wellington, Florida transitioned to the SHOP segment as of January 1, 2018 and April 1, 2019, respectively.

In connection with these transitions, the Company replaced the NuVista Tenant as a tenant with TRSs, and engaged a third-party operator to operate the properties.

This structure is permitted by the REIT rules, under which a REIT may lease qualified healthcare properties on an arm’s length basis to a TRS if the property is operated on behalf of such subsidiary by an entity who qualifies as an eligible independent contractor.

During the third quarter of 2018, the new third-party operator at the property in Wellington, Florida obtained a Medicare license.

Prior to the operator obtaining this Medicare license, we were unable to bill Medicare for services performed and accumulated receivables.

We were able to bill and collect the majority of these receivables during the year ended December 31, 2018;

however, $ 0.7 million of these receivables are not collectible.

We have reserved for the uncollectible receivables, resulting in bad debt expense during the year ended December 31, 2018, which is included in property operating and maintenance expense on the consolidated statement of operations.

During 2019, the Company began to evaluate the properties in Lutz, Florida, Wellington, Florida and the recently completed development property in Jupiter, Florida for potential sales.

See “Assets Held for Use and Related Impairments” in this note for additional information.

Following entry into the order, the property in Wellington, Florida transitioned to the SHOP segment as of April 1, 2019.

In connection with this transition, the Company replaced the NuVista Tenant as a tenant with a TRS, and engaged a third-party operator to operate the property.

During the year ended December 31, 2019 the company received $ 1.6 million under the OTA for periods prior to the lease termination, which amounts had previously been fully reserved.

This payment under the OTA is included in revenue from tenants in consolidated statements of operations and comprehensive loss.

In August 2020, the Company entered into a PSA to sell the properties located in Lutz, Florida and Wellington Florida.

The Company sold the property in Lutz, Florida in December 2020 (see “Dispositions” section above).

The sale of the property in Jupiter, Florida and the sale of the property in Wellington, Florida are expected to be completed later in 2021.

HEALTHCARE TRUST, INC.

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The following table reflects the Company’s mortgage notes payable as of December 31, 2020 and 2019:

Encumbered Properties (1)

Outstanding Loan Amount as of December 31,

Effective Interest Rate (2) as of December 31,

Portfolio Encumbered Properties (1)

Outstanding Loan Amount as of December 31, Effective Interest Rate (2) as of December 31,

Interest Rate

(In thousands)

Countryside Medical Arts - Safety Harbor, FL

Andrews Medical Park - Venice, FL

Palm Valley Medical Plaza - Goodyear, AZ

Medical Center V - Peoria, AZ

Courtyard Fountains - Gresham, OR

Fox Ridge Bryant - Bryant, AR

Fox Ridge Chenal - Little Rock, AR

Fox Ridge North Little Rock - North Little Rock, AR

Philip Professional Center - Lawrenceville, GA

Capital One MOB Loan

Fixed/Variable

Multi-Property CMBS Loan

2020 2019 2020 2019 Maturity

(In thousands) (In thousands)

Palm Valley Medical Plaza - Goodyear, AZ 1 $ 2,998 $ 3,112 4.15 % 4.15 % Fixed Jun.

Medical Center V - Peoria, AZ 1 2,786 2,884 4.75 % 4.75 % Fixed Sep.

Fox Ridge Bryant - Bryant, AR 1 7,133 7,283 3.98 % 3.98 % Fixed May 2047

Fox Ridge Chenal - Little Rock, AR 1 16,390 16,695 3.98 % 3.98 % Fixed May 2049

Fox Ridge North Little Rock - North Little Rock, AR 1 10,170 10,359 3.98 % 3.98 % Fixed May 2049

Capital One MOB Loan 41 378,500 378,500 3.71 % 3.71 % Fixed (3) Dec.

Multi-Property CMBS Loan 21 118,700 118,700 4.60 % 4.60 % Fixed May 2028

Shiloh - Illinois (4)

1 13,684 — 4.34 % — % Fixed March 2026

Gross mortgage notes payable 68 550,361 537,533 3.94 % 3.90 %

Deferred financing costs, net of accumulated amortization (5)

( 6,191 ) ( 7,718 )

Mortgage premiums and discounts, net ( 1,472 ) ( 1,531 )

Mortgage notes payable, net $ 542,698 $ 528,284

(1) Does not include real estate assets mortgaged to secure advances under the Fannie Mae Master Credit Facilities (as defined below) or eligible unencumbered real estate assets comprising the borrowing base of the Credit Facility (as defined below) .

(1) Does not include real estate assets mortgaged to secure advances under the Fannie Mae Master Credit Facilities or eligible unencumbered real estate assets comprising the borrowing base of the Credit Facility (as defined below) .

The equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the real estate assets comprising the borrowing base have been pledged for the benefit of the lenders thereunder (see Note 5 — Credit Facilities for additional details).

Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2019 .

(2) Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2020 and December 31, 2019.

For the LIBOR based loans, LIBOR in effect at the balance sheet date was utilized.

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See Note 7 — Derivatives and Hedging Activities for additional details.

(3) Variable rate loan, based on 30-day LIBOR, which is fixed as a result of entering into “pay-fixed” interest rate swap agreements.

In connection with the amendment to this loan in December 2019 (see additional details below), the Company terminated the previous interest rate swap agreements and entered into new interest rate swap agreements (see Note 7 — Derivatives and Hedging Activities for additional details).

(4) The Company assumed this fixed rate mortgage when it acquired a property during the year ended December 31, 2020.

(5) Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing.

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Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.

Based on 30-day LIBOR.

Variable rate loan, based on 30-day LIBOR, which is fixed as a result of entering into “pay-fixed” interest rate swap agreements.

(6) Variable rate loan based on 30-day LIBOR, of which $ 8.0 million is fixed as a result of entering into “pay-fixed” interest rate swap agreements (see Note 7 — Derivatives and Hedging Activities for additional details).

The loan was repaid and the property was added to the borrowing base under the Credit Facility in April 2019.

Loan was repaid in October 2019, in advance of its scheduled maturity, and the property was added to the borrowing base of the Credit Facility.

Loan was repaid in October 2019, in advance of its scheduled maturity, and nine of the properties were added to the borrowing base of the Credit Facility.

As of December 31, 2020, the Company had pledged $ 860.0 million in real estate investments, at cost, as collateral for its $ 550.4 million of gross mortgage notes payable.

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The Company makes payments of principal and interest, or interest only, depending upon the specific requirements of each mortgage note, on a monthly basis.

Some of the Company’s mortgage note agreements require the compliance with certain property-level financial covenants including debt service coverage ratios.

Some of the Company’s mortgage note agreements require compliance with certain property-level financial covenants including debt service coverage ratios.

As of December 31, 2020, the Company was in compliance with these financial covenants.

See Note 6- Credit Facilities - Future Principal Payment and LIBOR Transition for schedule of principal payment requirements of the Company’s Mortgage Notes and Credit Facilities and discussion of the expected cessation of LIBOR publication.

See Note 5 — Credit Facilities for additional details - Future Principal Payment and LIBOR Transition for schedule of principal payment requirements of the Company’s Mortgage Notes and Credit Facilities and discussion of the expected cessation of LIBOR publication.

HEALTHCARE TRUST, INC.

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On June 30, 2017, Capital One, National Association (“Capital One”), as administrative agent and lender, and certain other lenders (collectively, the “MOB Lenders”), made a loan in the aggregate amount of $ 250.0 million (the “MOB Loan”) to certain subsidiaries of the OP.

On December 20, 2019, the Company, through certain subsidiaries of the OP, entered into an amendment and restatement of the MOB Loan dated as of June 30, 2017 among the OP’s subsidiaries and Capital One, as administrative agent and lender, and certain other lenders.

On December 20, 2019, the Company, through certain subsidiaries of the OP, entered into an amendment and restatement of the MOB Loan originally dated as of June 30, 2017 among the OP’s subsidiaries and Capital One, as administrative agent and lender, and certain other lenders.

As a result, the principal amount outstanding increased from approximately $ 242.0 million to $ 378.5 million the number of properties mortgaged as collateral for the loan increased from 31 properties (all medical office buildings) to 41 properties ( 29 medical office buildings that continued to serve as collateral for the loan as well as an additional ten medical office buildings and two triple net leased hospitals).

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The MOB Loan requires the Company to pay interest on a monthly basis with the principal balance due on the maturity date which was extended from June 30, 2022 to December 20, 2026 after the amendment and restatement of the MOB Loan.

In connection with the amendment and restatement of the MOB Loan, the OP terminated two interest rate swaps and executed one interest rate swaps on the new amount of the MOB Loan, fixing the interest rate exposure at 3.66 % .

In connection with the amendment and restatement of the MOB Loan, the OP terminated two interest rate swaps and executed one interest rate swap on the new amount of the MOB Loan, fixing the interest rate exposure at 3.66 %.

See Note 7 — Derivatives and Hedging Activities for additional information on the Company’s outstanding derivatives.

12 unchanged sentences

The Multi-Property CMBS Loan permits KeyBank to securitize the entire Multi-Property CMBS Loan or any portion thereof.

At the closing of the Multi-Property CMBS Loan, the net proceeds after accrued interest and closing costs were used to (i) repay approximately $ 80.0 million of indebtedness under the Revolving Credit Facility, under which 14 of the properties were included as part of the borrowing base prior to the Multi-Property CMBS Loan, (ii) fund approximately $ 3.8 million in deposits

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

required to be made at closing into reserve accounts required under the loan agreement.

The remaining $ 33.0 million net proceeds available to the Company to be used for general corporate purposes, including future acquisitions.

1 unchanged sentence

The Company had the following credit facilities outstanding as of December 31, 2020 and 2019:

Outstanding Facility Amount as of December 31,

Effective Interest Rate as of December 31,

Credit Facility

Encumbered Properties (1)

Interest Rate

(In thousands)

Prior Credit Facility

Outstanding Facility Amount as of December 31, Effective Interest Rate as of December 31, (10)

Credit Facility Encumbered Properties (1)

2020 2019 2020 2019 Interest Rate Maturity

(In thousands) (In thousands)

Credit Facility:

Revolving Credit Facility

$ 173,674 $ 100,618 3.21 % 4.08 % Variable (8) Mar.

150,000 150,000 4.95 % 4.05 % Variable (6) Mar.

Deferred financing costs

( 4,298 ) ( 4,671 )

Term Loan, net

145,702 145,329

Total Credit Facility

89 (2) $ 319,376 $ 245,947

Fannie Mae Master Credit Facilities:

Capital One Facility

KeyBank Facility

Capital One Facility 11 (3) $ 212,467 $ 216,614 2.60 % 4.17 % Variable (7) Nov.

KeyBank Facility 10 (4) 142,708 142,708 2.65 % 4.22 % Variable (7) Nov.

Total Fannie Mae Master Credit Facilities

21 $ 355,175 $ 359,322

Total Credit Facilities 110 $ 674,551 $ 605,269 3.29 % (5) 4.14 % (5)

2 unchanged sentences

(3) Secured by first-priority mortgages on 11 of the Company’s seniors housing properties located in Florida, Georgia, Iowa and Michigan as of December 31, 2020 with a carrying value of $ 344.0 million.

Secured by first-priority mortgages on 10 of the Company’s seniors housing properties located in Michigan, Missouri, Kansas, California, Florida, Georgia and Iowa as of December 31, 2019 with carrying value of $ 236.1 million .

(4) Secured by first-priority mortgages on ten of the Company’s seniors housing properties located in, Missouri, Kansas, California, Florida, Georgia and Iowa as of December 31, 2020 with carrying value of $ 253.6 million.

(5) Calculated on a weighted average basis for all credit facilities outstanding as of December 31, 2020 and 2019, respectively.

4 unchanged sentences

(7) Variable rate loan which is capped as a result of entering into interest rate cap agreements (see Note 7 — Derivatives and Hedging Activities for additional details).

In October 2019, the Company replaced two maturing interest rate cap agreements.

Credit Facility

On March 21, 2014, the Company, through the OP, entered into a senior secured revolving credit facility (as amended from time to time, the “Prior Credit Facility”).

On March 13, 2019, the Company entered into a new senior secured credit facility (the ‘‘Credit Facility’’) by amending and restating the Prior Credit Facility prior to its maturity on March 21, 2019.

The total commitments under the Credit Facility are $ 630.0 million and include an uncommitted “accordion feature” whereby, upon the Company’s request, but at the sole discretion of the participating lenders, the commitments under the Credit Facility may be increased by up to an additional $ 370.0 million up to a total of $ 1.0 billion .

The Credit Facility consists of two components, a revolving credit facility (the “Revolving Credit Facility”) and a term loan (the “Term Loan”).

The Revolving Credit Facility is interest-only and matures on March 13, 2023, subject to a one-year extension at the Company’s option subject to certain conditions.

The Term Loan is interest-only and matures on March 13, 2024.

The Revolving Credit Facility has total commitments of up to $ 480.0 million , and the Term Loan has total commitments of up to $ 150.0 million (both excluding the accordion feature).

(8) Variable rate loan with $ 50 million of principal amount fixed at a rate of 4.09 % by an interest rate swap agreement.

(9) The company has the option to extend maturity one year to March 2024 subject to certain conditions.

(10) Effective interest rate below for variable rate debt gives effect to any “Pay-fixed” swap entered into by the Company.

If not hedged, the effective interest rate below represents the variable rate (or contractual floor if appropriate) and the applicable margin in effect as of December 31, 2020.

Interest rate caps are not considered unless the cap is currently in effect.

As of December 31, 2020, the carrying value of our real estate investments, at cost was $ 2.6 billion, with $ 0.9 billion of this amount pledged as collateral for mortgage notes payable, $ 0.6 billion of this amount pledged to secure advances under the Fannie Mae Master Credit Facilities and $ 0.9 billion of this amount comprising the borrowing base of the Credit Facility.

These real estate assets are not available to satisfy other debts and obligations, or to serve as collateral with respect to new indebtedness, unless, as applicable, the existing indebtedness associated with the property is satisfied or the property is removed from the borrowing base of the Credit Facility, which would impact availability thereunder.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

The amount available for borrowings under the Credit Facility is based on the lesser of (1) 55 % of the value (or in certain cases cost) of the pool of eligible unencumbered real estate assets comprising the borrowing base, and (2) a maximum amount permitted to maintain a minimum debt service coverage ratio with respect to the borrowing base, in each case, as of the determination date.

Like the Prior Credit Facility, the Credit Facility is secured by a pledged pool of the equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease the eligible unencumbered real estate assets comprising the borrowing base thereunder.

After the closing of the Credit Facility, the 65 properties that had comprised the borrowing base under the Prior Credit Facility comprised the borrowing base under the Credit Facility.

The Company has the option to have amounts outstanding under the Revolving Credit Facility bear interest at a rate per annum equal to either:

Unencumbered real estate investments, at cost as of December 31, 2020 was $ 231.5 million, although there can be no assurance as to the amount of liquidity the Company would be able to generate from using these unencumbered assets as collateral for mortgage loans or adding them to the borrowing base of our Credit Facility.

Pursuant to the August 10, 2020 amendment to the Credit Facility, any acquired properties must be pledged to the Credit Facility, and any net proceeds from the dispositions of any unencumbered properties must be repaid to the Credit Facility.

Credit Facility

On March 13, 2019, the Company entered into an amended and restated senior secured credit facility (the “Credit Facility”), which consists of two components, a revolving credit facility (the “Revolving Credit Facility”) and a term loan (the “Term Loan”).

In both March and August 2020, the Credit Facility was further amended, and the terms of the Credit Facility giving effect to those amendments are generally described below.

The Revolving Credit Facility is interest-only and matures on March 13, 2023, subject to a one-year extension at the Company’s option.

The Term Loan is interest-only and matures on March 13, 2024.

The total commitments under the Credit Facility are $ 630.0 million, including $ 480.0 million under the Revolving Credit Facility.

The Credit Facility includes an uncommitted “accordion feature” that may be used to increase the commitments under either component of the Credit Facility by up to an additional $ 370.0 million to a total of $ 1.0 billion.

The amount available for future borrowings under the Credit Facility is based on either the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, or a minimum debt service coverage ratio with respect to the borrowing base.

The equity interests and related rights in the Company’s wholly owned subsidiaries that directly own or lease 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.

As of December 31, 2020, $ 150.0 million was outstanding under the Term Loan, and $ 173.7 million was outstanding under the Revolving Credit Facility.

The unused borrowing availability under the Revolving Credit Facility was $ 48.3 million.

The Company is required to maintain a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least $ 50.0 million.

Pursuant to the amendment in August 2020, certain other restrictions and conditions described below will no longer apply starting in a quarter in which the Company makes an election and, as of the day prior to the commencement of the applicable quarter, the Company has a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least $ 100.0 million, giving effect to the aggregate amount of distributions projected to be paid by the Company during the applicable quarter, and the Company’s ratio of consolidated total indebtedness to consolidated total asset value (expressed as a percentage) is less than 62.5 % (the “Commencement Quarter”).

The Commencement Quarter may be no earlier than the fiscal quarter ending June 30, 2021.

During the period from August 10, 2020 until the first day of the Commencement Quarter, the Company must use all the net cash proceeds from any capital event (such as an asset sale, financing or equity issuance) to prepay amounts outstanding under the Revolving Credit Facility.

The Company may reborrow any amounts so repaid if all relevant conditions are met, including sufficient availability for future borrowings.

There can be no assurance these conditions will be met.

In addition, commencing on August 10, 2020 and until the Commencement Quarter, the Company has the option to have amounts outstanding under the Revolving Credit Facility bear interest at an annual rate equal to either:

(i) LIBOR, plus an applicable margin that ranges, depending on the Company’s leverage, from 1.85 % to 2.60 %;

or (ii) the Base Rate (as defined in the Credit Facility), plus an applicable margin that ranges, depending on the Company’s leverage, from 0.60 % to 1.35 %.

Commencing on the first day of the Commencement Quarter, the Company will have the option to have amounts outstanding under the Revolving Credit Facility bear interest at an annual rate equal to either:

(a) LIBOR, plus an applicable margin that ranges, depending on the Company’s leverage, from 1.60 % to 2.35 %;

or (b) the Base Rate (as defined in the Credit Facility), plus an applicable margin that ranges, depending on the Company’s leverage, from 0.35 % to 0.95 % .

The Base Rate is defined in the Credit Facility as the greatest of (a) the fluctuating annual rate of interest announced from time to time by the agent as its “prime rate”, (b) 0.5 % above the Federal Funds Effective Rate or (c) the then applicable LIBOR for a one-month interest period plus 1.0 % per annum.

The Company has the option to have amounts outstanding under the Term Loan bear interest at a rate per annum equal to either:

or (b) the Base Rate, plus an applicable margin that ranges, depending on the Company’s leverage, from 0.35 % to 1.10 %.

As of December 31, 2020 the Company had elected to use the LIBOR option for all of our borrowings under the Credit Facility.

Further, commencing on August 10, 2020 and until the Commencement Quarter, the Company has the option to have amounts outstanding under the Term Loan bear interest at an annual rate equal to either:

(i) LIBOR, plus an applicable margin that ranges, depending on the Company’s leverage, from 1.80 % to 2.55 %;

or (ii) the Base Rate, plus an applicable margin that ranges, depending on the Company’s leverage, from 0.55 % to 1.30 %.

Commencing on the first day of the Commencement Quarter, the Company will have the option to have amounts outstanding under the Term Loan bear interest at an annual rate equal to either:

(a) LIBOR, plus an applicable margin that ranges, depending on the Company’s leverage, from 1.55 % to 2.30 %;

or (b) the Base Rate (as defined in the paragraph above), plus an applicable margin that ranges, depending on the Company’s leverage, from 0.30 % to 0.90 % .

On April 15, 2019, the Company entered into “pay-fixed” interest rate swaps on the Term Loan, resulting in a weighted average fixed rate of 2.30 % plus applicable margin under the Credit Facility.

As of December 31, 2019 the Revolving Credit Facility and the Term Loan had an effective interest rate per annum, before the impact of any interest rate swaps, equal to 4.08 % and 4.05 % , respectively.

The Credit Facility contains customary representations, warranties, as well as affirmative and negative covenants.

As of December 31, 2019 , the Company was in compliance with the financial covenants under the Credit Facility, and, as of the date of the closing thereunder, the Company was in compliance with the financial covenants under the Prior Credit Facility.

As of December 31, 2019 , $ 150.0 million was outstanding under the Term Loan, while $ 100.6 million was outstanding under the Revolving Credit Facility and the unused borrowing capacity under the Revolving Credit Facility was $ 79.5 million .

Availability of borrowings is based on a pool of eligible otherwise unencumbered real estate assets comprising the borrowing base thereunder.

Prior to an amendment to the Credit Facility dated March 24, 2020, until January 1, 2020, the Company was not permitted to increase the rate at which it paid distributions to holders of its common stock (or make other amendments or modifications, including, without limitation, changing the timing or frequency of distribution payments), and, from and after January 1, 2020, the Company would have been subject to a provision in the Credit Facility restricting the Company from paying distributions (as defined in the Credit Facility) in any fiscal quarter that, when added to the aggregate amount of distribution payments in the same fiscal quarter and the preceding three fiscal quarters (calculated on an annualized basis during the first three fiscal quarters for which the provisions were in effect and otherwise in accordance with our Credit Facility), exceed 95 % of Modified FFO (as defined in the Credit Facility which is different from MFFO as disclosed in this Annual Report on Form 10-K) during the applicable period.

Following the amendment, the restriction on the Company’s ability to increase the rate at which it pays distributions that would only have applied until January 1, 2020 will continue to apply until January 1, 2022, unless the Company has elected for the limit on paying distributions in excess of 95 % of Modified FFO to apply.

This restriction does not prevent the Company from issuing additional shares of common stock, Series A Preferred Stock, or any other class or series of stock (including preferred stock with a higher dividend rate than Series A Preferred Stock).

The amendment also provides that, in each fiscal quarter until the limit on paying distributions in excess of 95 % of our Modified FFO applies, the Company will be subject to a similarly structured limit on paying distributions in excess of a percentage of our Modified FFO as set forth in the table below:

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

Fiscal Quarter

April 1, 2020 to June 30, 2020

July 1, 2020 to September 30, 2020

October 1, 2020 to December 31, 2020

January 1, 2021 to March 31, 2021

April 1, 2021 to June 30, 2021

July 1, 2021 to September 30, 2021

October 1, 2021 to December 31, 2021

The Company is not subject to any limit on paying distributions in excess of a percentage of Modified FFO during the fiscal quarter ending March 31, 2020, and the distributions paid during that quarter will not be applied to subsequent quarters.

Prior to the amendment, until the Company became subject to the limit on paying distributions in excess of 95 % of Modified FFO, the Company was subject to a covenant requiring it to maintain a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least $ 50.0 million , and the amount available for borrowings under the Credit Facility assuming the same borrowing base properties is lower.

Following the amendment, even after the Company becomes subject to the limit on paying distributions in excess of 95 % of Modified FFO, the Company will remain subject to the covenant requiring it to maintain a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least $ 50.0 million , and the amount available for borrowings under the Credit Facility assuming the same borrowing base properties will remain the same.

The Company’s ability to maintain compliance with the restrictions on the payment of distributions in the Credit Facility depends on its ability to increase the amount of cash generated from operations.

If the Company does not increase the amount of cash it generates from operations, the Company’s ability to comply with the restrictions on the payment of distributions in the Credit Facility may be adversely affected, and the Company may be required to reduce the amount of dividends and other distributions paid in order to ensure compliance with the distribution limit restrictions of the Credit Facility.

or (b) the Base Rate, plus an applicable margin that ranges, depending on the Company’s leverage, from 0.30 % to 1.05 %.

Pursuant to the amendment to the Credit Facility in August 2020, the “floor” on LIBOR was increased from 0.00 % to 0.25 %.

As of December 31, 2020, the Revolving Credit Facility and the Term Loan had an effective interest rate per annum equal to 3.21 % and 4.95 %, respectively.

Until the Commencement Quarter, the Company may not pay distributions to holders of common stock in cash or any other cash distributions (including repurchases of shares of the Company’s common stock), subject to certain exceptions.

These exceptions include paying dividends on the 7.375 % Series A Cumulative Redeemable Perpetual Preferred Stock, $ 0.01 par value per share (“Series A Preferred Stock”) or any other preferred stock the Company may issue and paying any cash distributions necessary to maintain its status as a REIT.

The Company may not pay any cash distributions (including dividends on Series A Preferred Stock) if a default or event of default exists or would result therefrom.

Beginning in the Commencement Quarter, the Company will be able to pay cash distributions to holders of common stock, subject to the restrictions described below.

The Company may pay cash distributions beginning in the Commencement Quarter and the aggregate distributions (as defined in the Credit Facility and including dividends on Series A Preferred Stock) for any period of four fiscal quarters do not exceed 95 % of Modified FFO (as defined in the Credit Facility) for the same period based only on fiscal quarters after the Commencement Quarter.

In addition, beginning in the Commencement Quarter, the Company will be permitted to repurchase up to $ 50.0 million of shares of its common stock (including amounts previously repurchased during the term of the Revolving Credit Facility) if, after giving effect to the repurchases, the Company maintains cash and cash equivalents of at least $ 30.0 million and the Company’s ratio of consolidated total indebtedness to consolidated total asset value (expressed as a percentage) is less than 55.0 %.

The Credit Facility prohibits the Company from exceeding a maximum ratio of consolidated total indebtedness to consolidated total asset value, and requires the Company to maintain a minimum ratio of adjusted consolidated EBITDA to consolidated fixed charges and a minimum consolidated tangible net worth.

The maximum ratio of consolidated total indebtedness to consolidated total asset value is 67.5 % for the period from July 1, 2020 through June 30, 2021 and 65 % thereafter unless and until the Commencement Quarter, following which it will be 62.5 %.

The minimum ratio of adjusted consolidated EBITDA to consolidated fixed charges is 1.50 to 1.00 for the period from July 1, 2020 through March 31, 2021, 1.55 to 1.00 for the period from April 1, 2021 through June 30, 2021, and 1.60 to 1.00 thereafter.

The minimum consolidated tangible net worth is the sum of (i) approximately $ 1.2 million, plus (ii) 75 % of any net offering proceeds (as defined in the Credit Facility) since the Credit Facility closed in March 2019.

As of December 31, 2020, the Company was in compliance with the financial covenants under the Credit Facility.

Based upon the Company’s current expectations, the Company believes its operating results during the next 12 months will allow it to comply with these covenants.

Fannie Mae Master Credit Facilities

2 unchanged sentences

Advances made under these agreements are assigned by Capital One and KeyBank to Fannie Mae at closing for inclusion in Fannie Mae’s Multifamily MBS program.

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 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 % .

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 with an unrelated third party, which caps LIBOR interest paid (not giving effect to the applicable margin) on amounts outstanding under the Fannie Mae Master Credit Facilities at a maximum of 3.5 %.

On October 2019, the Company replaced two maturing interest rate cap agreements, effective November 1, 2019 for a total notional amount of $ 88.7 million.

The two interest rate caps agreements extend three existing interest rate caps set to mature on the same date and are not designated as hedges ( see Note 7 — Derivatives and Hedging Activities for additional disclosure regarding the Company’s derivatives).

The Company may request future advances under the Fannie Mae Master Credit Facilities by borrowing against the value of the initial mortgaged properties, 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.

During the year ended December 31, 2017, the Company increased its advances under the Capital One Facility and the KeyBank Facility to $ 152.5 million and $ 142.7 million , respectively.

On March 2, 2018, the Company increased its advances under the Capital One Facility by $ 64.2 million .

The advance was secured by the addition of seven mortgaged properties subject to the Capital One Facility.

All of the $ 61.7 million of net proceeds, after closing costs, of the advance was used by the Company to prepay a portion of the Bridge Loan.

In November 2020, in conjunction with the sale and transfer of four of the Michigan SHOPs, one of which was encumbered under the Fannie Mae Master Credit Facility with Capital One, $ 4.2 million was repaid to Capitol One upon the release of the property.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

Future Principal Payments

The following table summarizes the scheduled aggregate principal payments as of December 31, 2019, on all of the Company’s outstanding debt (mortgage notes payable and credit facilities) for the next five years and thereafter:

The following table summarizes the scheduled aggregate principal payments for the five years subsequent to December 31, 2020 and thereafter, on all of the Company’s outstanding debt (mortgage notes payable and credit facilities):

Future Principal

(In thousands)

Mortgage Notes Payable

Credit Facilities

(In thousands) Mortgage Notes Payable Credit Facilities Total

2021 $ 1,191 $ 130 $ 1,321

2022 1,242 2,820 4,062

2023 6,383 4,497 10,880

2024 1,095 178,171 179,266

2025 1,142 154,497 155,639

Thereafter 539,308 338,734 878,042

Total $ 550,361 $ 678,849 $ 1,229,210

LIBOR Transition

It is anticipated that LIBOR will only be available in substantially its current form until the end of 2021.

In July 2017, the Financial Conduct Authority (which regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts.

On March 5, 2021, the Financial Conduct Authority confirmed a partial extension of this deadline announcing that it will cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021.

The remaining USD LIBOR settings will continue to be published through June 30, 2023.

The Company is not able to predict when there will be sufficient liquidity in the SOFR market.

The Company is monitoring and evaluating the risks related to changes in LIBOR availability, which include potential changes in interest paid on debt and amounts received and paid on interest rate swaps.

In addition, the value of debt or derivative instruments tied to LIBOR will also be impacted as LIBOR is limited and discontinued and contracts must be transitioned to a new alternative rate.

In some instances, transitioning to an alternative rate may require negotiation with lenders and other counterparties and could present challenges.

To transition from LIBOR under the Credit Facility, the Company will either utilize the Base Rate (as defined in the Credit Facility) or an alternative benchmark established by the agent in accordance with the terms of the Credit Facility, which will be determined with due consideration to the then current market practices for determining and implementing a rate of interest for newly originated floating rate commercial real estate loans in the United States and loans converted from a LIBOR based rate to a replacement index-based rate.

The Company has mortgages, credit facilities and derivative agreements that have terms that are based on LIBOR.

Certain of those agreements have alternative rates already contained in the agreements while others do not.

The Company anticipates that it will either utilize the alternative rates contained in the agreements (e.g., the Base Rate under the Credit Facility) or negotiate a replacement reference rates for LIBOR with the lenders and derivative counterparties.

The Company anticipates that it will either utilize the alternative rates contained in the agreements or negotiate a replacement reference rates for LIBOR with the lenders and derivative counterparties.

Note 6 — Fair Value of Financial Instruments

2 unchanged sentences

The three levels of the hierarchy are described below:

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

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.

5 unchanged sentences

However, the Company expects that changes in classifications between levels will be rare.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

Financial Instruments Measured at Fair Value on a Recurring Basis

7 unchanged sentences

The following table presents information about the Company’s assets and liabilities measured at fair value as of December 31, 2020 and 2019, aggregated by the level in the fair value hierarchy within which those instruments fall.

(In thousands)

Quoted Prices in Active Markets

(In thousands) Quoted Prices in Active Markets

Level 1 Significant

Other Observable Inputs

Significant Unobservable Inputs

Level 2 Significant Unobservable Inputs

Level 3 Total

December 31, 2020

1 unchanged sentence

Derivative liabilities, at fair value — ( 38,389 ) — ( 38,389 )

Total $ — $ ( 38,376 ) $ — $ ( 38,376 )

December 31, 2019

Derivative assets, at fair value $ — $ 392 $ — $ 392

Derivative liabilities, at fair value ( 5,305 ) ( 5,305 )

Total $ — $ ( 4,913 ) $ — $ ( 4,913 )

A review of the fair value hierarchy classification is conducted on a quarterly basis.

2 unchanged sentences

Real Estate Investments Measured at Fair Value on a Non-Recurring Basis

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Real Estate Investments — Held for Use

6 unchanged sentences

Real Estate Investments — Held for Sale

The Company has impaired real estate investments held for sale, which are carried at fair value on a non-recurring basis on the consolidated balance sheets as of December 31, 2019 and 2018 .

The Company has impaired real estate investments held for sale, which are carried at net realizable value on a non-recurring basis on the consolidated balance sheets as of December 31, 2020 and 2019.

Impaired real estate investments held for sale are generally classified in Level 3 of the fair value hierarchy.

1 unchanged sentence

Financial Instruments Not Measured at Fair Value

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value.

1 unchanged sentence

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:

December 31, 2019

December 31, 2018

(In thousands)

Carrying Amount

December 31, 2020 December 31, 2019

(In thousands) Level Carrying Amount

Fair Value Carrying Amount

Gross mortgage notes payable and mortgage

premium and discounts, net

3 $ 548,889 $ 549,553 $ 536,002 $ 545,414

Credit Facility

3 $ 323,674 $ 319,558 $ 250,618 $ 250,618

Fannie Mae Master Credit Facilities

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.

Borrowings under the Credit Facility are considered to be reported at fair value, because the interest rate varies with changes in LIBOR and there has not been a significant change in credit risk of the Company or credit markets since origination.

3 $ 355,175 $ 354,073 $ 359,322 $ 370,122

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, excluding the value of derivatives.

At December 31, 2020, the carrying values of the Credit Facility and Fannie Mae Master Credit Facilities do not approximate their fair values due to the widening of credit spreads during the period.

At December 31, 2019, the carrying amounts approximated their fair values.

Note 7 — Derivatives and Hedging Activities

7 unchanged sentences

The Company does not anticipate that any of its counterparties will fail to meet their obligations.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

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 December 31, 2020 and 2019:

(In thousands)

Balance Sheet Location

(In thousands) Balance Sheet Location 2020 2019

Derivatives designated as hedging instruments:

Interest rate “pay-fixed” swaps

Derivative assets, at fair value

Interest rate “pay-fixed” swaps

Derivative liabilities, at fair value

Interest rate “pay-fixed” swaps Derivative assets, at fair value $ — $ 377

Interest rate “pay-fixed” swaps Derivative liabilities, at fair value $ 38,389 $ 5,305

Derivatives not designated as hedging instruments:

Interest rate caps

Derivative assets, at fair value

Interest rate caps Derivative assets, at fair value $ 13 $ 15

Cash Flow Hedges of Interest Rate Risk

The Company currently has 9 interest rate swaps that are designated as cash flow hedges.

The Company currently has nine interest rate swaps that are designated as cash flow hedges.

The interest rate swaps are used as part of the Company’s interest rate risk management strategy.

1 unchanged sentence

During 2020 and 2019, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive (loss) income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

1 unchanged sentence

Following these terminations, $ 2.2 million was recorded in AOCI and is being recorded as an adjustment to interest expense over the term of the two terminated swaps and the MOB Loan prior to its refinancing.

Of the amount recorded in AOCI following these terminations, $ 0.1 million was recorded as an increase to interest expense for the three months ended December 31, 2019 and approximately $ 2.1 million remained in AOCI as of December 31, 2019.

Of the amount recorded in AOCI following these terminations, $ 0.9 million and $ 0.1 million was recorded as an increase to interest expense for the years ended December 31, 2020 and 2019, respectively, and approximately $ 1.3 million remained in AOCI as of December 31, 2020.

Amounts reported in accumulated other comprehensive (loss) income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

1 unchanged sentence

As of December 31, 2020 and 2019, the Company had the following derivatives that were designated as cash flow hedges of interest rate risk:

December 31, 2019

December 31, 2018

Interest Rate Derivative

Number of Instruments

Notional Amount

Number of Instruments

Notional Amount

(In thousands)

December 31, 2020 December 31, 2019

Interest Rate Derivative Number of Instruments Notional Amount Number of Instruments Notional Amount

(In thousands) (In thousands)

Interest rate “pay-fixed” swaps 9 $ 578,500 9 $ 578,500

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

The table below details the location in the financial statements of the loss recognized on interest rate derivatives designated as cash flow hedges for the periods ended December 31, 2020 and 2019:

8 unchanged sentences

Changes in the fair value of derivatives not designated as hedges under a qualifying hedging relationship are recorded directly to net income (loss) and were a loss of $ 0.1 million, a loss of $ 0.1 million and a loss of $ 0.2 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The Company had the following outstanding interest rate derivatives that were not designated as a hedges in qualifying hedging relationships as of a s of December 31, 2019 and 2018 :

December 31, 2019

December 31, 2018

Interest Rate Derivatives

Number of Instruments

Notional Amount

Number of Instruments

Notional Amount

(In thousands)

The Company had the following outstanding interest rate derivatives that were not designated as a hedges in qualifying hedging relationships as of as of December 31, 2020 and 2019:

December 31, 2020 December 31, 2019

Interest Rate Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount

(In thousands) (In thousands)

Interest rate caps 6 $ 359,322 6 $ 359,322

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The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2020 and 2019.

The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

of fair value.

The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value.

The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheet.

Gross Amounts Not Offset in the Consolidated Balance Sheet

(In thousands)

Gross Amounts of Recognized Assets

Gross Amounts of Recognized (Liabilities)

Gross Amounts Offset in the Consolidated Balance Sheet

Net Amounts of Assets presented in the Consolidated Balance Sheet

Financial Instruments

Cash Collateral Received

(In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount

December 31, 2020 $ 13 — — $ 13 — — $ 13

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December 31, 2019 $ 392 — — $ 392 — — $ 392

December 31, 2019 $ — ( 5,305 ) — $ ( 5,305 ) — — $ ( 5,305 )

Credit-risk-related Contingent Features

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As of December 31, 2020, 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 of $ 5.3 million at December 31, 2019 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $ 38.4 million at December 31, 2020.

Note 8 — Stockholders’ Equity

As of December 31, 2020 and 2019, the Company had 93,775,746 and 92,356,664 shares of common stock outstanding, respectively, including unvested restricted shares and shares issued pursuant to the Company’s distribution reinvestment plan (“DRIP”), net of share repurchases.

On April 1, 2019, the independent directors of the Board, who comprise a majority of the Board, unanimously approved an updated Estimated Per-Share NAV as of December 31, 2018, which was published on April 3, 2019.

On April 3, 2020, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2019, which was approved by the Board on September 30, 2020.

The Company intends to publish Estimated Per-Share NAV periodically at the discretion of the Board, provided that such estimates will be made at least once annually.

Tender Offers

On January 9, 2020, the Company announced a tender offer (the “2020 Tender Offer”) to purchase up to 200,000 shares of its common stock for cash at a purchase price equal to $ 8.50 per share with the proration period and withdrawal rights expiring February 7, 2020.

The Company made the 2020 Tender Offer in response to an unsolicited offer to stockholders commenced on December 31, 2019.

The 2020 Tender Offer expired in accordance with the terms on February 7, 2020.

In accordance with the 2020 Tender Offer, the Company accepted for purchase 200,000 shares for a total cost of approximately $ 1.7 million, which was funded with available cash.

On March 13, 2018, the Company announced a tender offer (the “2018 Tender Offer”) to purchase up to 2.0 million shares of the Company’s common stock for cash at a purchase price equal to $ 13.15 per share with the proration period and withdrawal rights expiring on April 12, 2018.

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During May 2018, in accordance with the terms of the 2018 Tender Offer, the Company accepted for purchase 230,000 shares for a total cost of approximately $ 3.0 million.

The Company announced another tender offer in January 2020 which was completed in February 2020 (see Note 18 — Subsequent Events for additional details).

Share Repurchase Program

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Under the 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 are considered for repurchase.

Additionally, pursuant to the SRP, the

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

repurchase price per share equals 100% of the Estimated Per-Share NAV in effect on the last day of the fiscal semester, or the six-month period ending June 30 or December 31.

Additionally, pursuant to the SRP, the repurchase price per share equals 100% of the Estimated Per-Share NAV in effect on the last day of the fiscal semester, or the six-month period ending June 30 or December 31.

The Company suspended the SRP during the pendency of the 2018 Tender Offer.

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On July 23, 2019, the Company announced that the Board approved a third amendment to the SRP, effective July 24, 2019, extending the date on which repurchases are able to be made in respect of requests made during the period commencing January 1, 2019 up to and including June 30, 2019 to no later than August 31, 2019, rather than on or before July 31, 2019.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

On August 20, 2019, the Company announced that the Board approved a fourth amendment to the SRP, effective August 22, 2019 extending the date on which repurchases are able to be made in respect of requests made during the period commencing January 1, 2019 up to and including June 30, 2019 to no later than October 31, 2019, rather than on or before August 31, 2019.

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The repurchases reflect all repurchase requests made in good order following the death or qualifying disability of stockholders during the period commencing January 1, 2019 up to and including June 30, 2019.

See Note 18 — Subsequent Events for additional details regarding activity related to the SRP after December 31, 2019.

On January 9, 2020, the Company announced that the Board approved a fifth amendment to the SRP, effective January 10, 2020 extending the date on which repurchases are able to be made in respect of requests made during the period commencing July 1, 2019 up to and including December 31, 2019 to on or before March 16, 2020, rather than on or before January 31, 2020.

On January 9, 2020, the Company also announced that the Board had suspended the SRP, and that it would not accept any repurchase requests or make any repurchases under the SRP during the pendency of the 2020 Tender Offer or for 10 business days thereafter.

On February 26, 2020, the Company repurchased 505,101 shares of common stock for approximately $ 8.8 million, at an average price per share of $ 17.50 pursuant to the SRP.

The repurchases reflect all repurchase requests made in good order following the death or qualifying disability of stockholders during the period commencing July 1, 2019 up to and including December 31, 2019.

Pursuant to the SRP, repurchases were to be ma de in respect of requests made during the periods when the SRP was active during the active periods under the SRP during the six months ending June 30, 2020 - the period from January 1, 2020 to January 8, 2020 and the period from February 26, 2020 up to and including June 30, 2020 - no later than July 31, 2020.

On August 13, 2020, in order to strategically maintain the Company’s liquidity in light of the continued impact of COVID-19 pandemic and to comply with an amendment to the Credit Facility described in Note 5, which restricts the Company from repurchasing shares until no earlier than the quarter ending June 30, 2021, on August 6, 2020, the Board determined that, effective on August 12, 2020, repurchases under the SRP would be suspended.

The Board has also rejected all repurchase requests made during the period from January 1, 2020 until the effectiveness of the suspension of the SRP.

No further repurchase requests under the SRP may be made unless and until the SRP is reactivated.

No assurances can be made as to when or if the SRP will be reactivated.

When a stockholder requests redemption and redemption is approved by the Board, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation.

Shares repurchased under the SRP have the status of authorized but unissued shares.

The following table reflects the number of shares repurchased cumulatively through December 31, 2019 :

The table below reflects the number of shares repurchased and the average price per share (retroactively adjusted for the Stock Dividends), under the SRP and does not include any repurchases under tender offers (see above), cumulatively through December 31, 2020:

Number of Shares Repurchased (2)

2 unchanged sentences

Year ended December 31, 2020 (1)

505,101 17.50

Cumulative repurchases as of December 31, 2020

(1) Repurchases made in 2018 include:

(i) 373,967 shares repurchased during January 2018 with respect to requests received following the death or qualifying disability of stockholders during the six months ended December 31, 2017 for approximately $ 8.0 million at a weighted average price per share of $ 21.45 , and (ii) 155,904 shares that were repurchased for $ 3.2 million at an average price per share of $ 20.25 on July 31, 2018, representing 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2018 through the suspension of the SRP on March 13, 2018.

No repurchase requests received during the SRP suspension were accepted.

(2) Repurchases are currently consummated using the most recently published Estimated Per-Share NAV.

2019 activity includes 656,433 common shares repurchased on April 30, 2019 with respect to repurchase requests made in good order following the death or qualifying disability of stockholders during the period commencing March 13, 2018 up to and including December 31, 2018 for $ 13.3 million at an average price per share of $ 20.25 and repurchases of 446,830 shares of common stock repurchased for $ 7.8 million at an average price per share of $ 17.50 on October 30, 2019 with respect to repurchase requests made in good order following the death or qualifying disability of stockholders during the period commencing January 1, 2019 up to and including June 30, 2019.

(3) E xcludes 505,101 shares of common stock repurchased on February 26, 2020 with respect to requests received during the period commencing July 1, 2019 up to and including December 31, 2019 for $ 8.8 million at an average price per share of $ 17.50 , including all shares submitted for death or disability (see Note 18 — Subsequent Events ).

4,896,620 20.60

(1) Includes 505,101 shares of common stock repurchased on February 26, 2020 with respect to requests received during the period commencing July 1, 2019 up to and including December 31, 2019 for $ 8.8 million at an average price per share of $ 17.50 .

HEALTHCARE TRUST, INC.

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Distribution Reinvestment Plan

Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash.

Pursuant to the DRIP, stockholders may elect to reinvest distributions paid in cash by the Company into shares of common stock.

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 all other shares of outstanding common stock.

The shares purchased pursuant to the DRIP have the same rights and are treated in the same manner as all of the other shares of outstanding common stock.

The Board may designate that certain cash or other distributions be excluded from reinvestment pursuant to the DRIP.

1 unchanged sentence

Shares issued under the DRIP are recorded as equity in the accompanying consolidated balance sheet in the period distributions are declared.

During the years ended December 31, 2019 and 2018 , the Company issued 1.5 million and 1.7 million shares of common stock pursuant to the DRIP, generating aggregate proceeds of $ 27.2 million and $ 35.7 million , respectively.

During the years ended December 31, 2020, 2019 and 2018, the Company issued 0.9 million, 1.5 million and 1.7 million shares of common stock pursuant to the DRIP, generating aggregate proceeds of $ 14.6 million, $ 27.2 million and $ 35.7 million, respectively.

Because shares of common stock are only offered and sold pursuant to the DRIP in connection with the reinvestment of distributions paid in cash, participants in the DRIP will not be able to reinvest in shares thereunder for so long as the Company pays distributions in stock instead of cash.

Stockholder Rights Plan

In May 2020, the Company announced that the Board had approved a stockholder rights plan.

In December 2020, the Company issued a dividend of one common share purchase right for each share of its common stock outstanding as authorized by its board of directors in its discretion.

Preferred Stock

1 unchanged sentence

In connection with an underwritten offering in December 2019 (see details below), the Company classified and designated 1,610,000 shares of its authorized preferred stock as authorized shares of its Series A Preferred Stock as of December 31, 2020.

The Company had 1,610,000 shares of Series A Preferred Stock issued and outstanding, as of December 31, 2019.

Underwritten Offering - Series A Preferred Stock

In December 2019, the Company issued and sold 1,610,000 shares of the Series A Preferred Stock in an underwritten public offering at a public offering price equal to the liquidation preference of $ 25.00 per share.The gross proceeds from this offering were $ 40.3 million and net proceeds were $ 37.6 million after deducting the underwriting discount of $ 1.3 million and additional offering expenses of $ 1.4 million .

In September 2020, the Board authorized the classification of 600,000 additional shares of the Company’s preferred stock as Series A Preferred Stock in connection with the Preferred Stock Equity Line (as defined below).

The Company had 1,610,000 shares of Series A Preferred Stock issued and outstanding, as of December 31, 2020 and 2019.

The gross proceeds from this offering were $ 40.3 million and net proceeds were $ 37.6 million after deducting the underwriting discount of $ 1.3 million and additional offering expenses of $ 1.4 million.

On September 15, 2020, the Company entered into a preferred stock purchase agreement and registration rights agreement with B.

Riley Principal Capital, LLC (“B.

Riley”), pursuant to which the Company has the right from time to time to sell up to an aggregate of $ 15 million of shares of its Series A Preferred Stock to B.

Riley until December 31, 2023, on the terms and subject to the conditions set forth in the purchase agreement.

This arrangement is also referred to as the “Preferred Stock Equity Line.” The Company controls the timing and amount of any sales to B.

Riley under the Preferred Stock Equity Line, and B.

Riley is obligated to make purchases of up to 3,500 shares of Series A Preferred Stock each time (as may be increased by mutual agreement by the parties) in accordance with the purchase agreement, upon certain terms and conditions being met.

The Company did no t sell any shares under the Preferred Stock Equity Line during the year ended December 31, 2020.

Series A Preferred Stock — Terms

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In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the articles supplementary governing the terms of the Series A Preferred Stock (the “Articles Supplementary”)), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole or in part, after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $ 25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date.

Upon the occurrence of a Change of Control during a continuing Delisting Event, unless the Company has elected to exercise its redemption right, holders of the Series A Preferred Stock will have certain rights to convert Series A Preferred Stock into shares of Company’s common stock, $ 0.01 par value per share (“Common Stock”).

In addition, upon the occurrence of a Delisting Event, the dividend rate will be increased on the day after the occurrence of the Delisting Event by 2.00 % per annum to the rate of 9.375 % of the $ 25.00 liquidation preference per share per annum (equivalent to $ 2.34375 per share each year) from and after the date of the Delisting Event.

In addition, upon the occurrence of a Delisting Event, the dividend rate will be increased on the day after the occurrence of the Delisting Event by 2.00 % per annum to the rate

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

of 9.375 % of the $ 25.00 liquidation preference per share per annum (equivalent to $ 2.34375 per share each year) from and after the date of the Delisting Event.

Following the cure of such Delisting Event, the dividend rate will revert to the rate of 7.375 % of the $ 25.00 liquidation preference per share per annum.

4 unchanged sentences

Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

Monthly Distributions and Dividends

In April 2013, the Company’s 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.

Distributions and Dividends

In April 2013, 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.

On February 20, 2018, the Board authorized a further decrease in the rate at which the Company pays monthly distributions to stockholders, effective as of March 1, 2018, to a rate equivalent to $ 0.85 per annum per share of common stock.

Distributions on the Company’s common stock 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 further reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured.

The amount of distributions payable to the Company’s stockholders is determined by the Board and is dependent on a number of factors, including funds available for distribution, financial condition, capital expenditure requirements, as applicable, and annual distribution requirements needed to qualify and maintain the Company’s status as a REIT under the Code.

The following table details from a tax perspective the portion of distributions classified as a return of capital, capital gain dividend income and ordinary dividend income, per share per annum, for the years ended December 31, 2019 , 2018 and 2017 :

From March 1, 2018 until June 30, 2020, the Company paid monthly distributions to stockholders at a rate equivalent to $ 0.85 per annum per share of common stock.

Distributions were payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month.

On August 13, 2020, the Board changed the Company’s common stock distribution policy in order to preserve the Company’s liquidity and maintain additional financial flexibility in light of the continued COVID-19 pandemic and to comply with an amendment to the Credit Facility described in Note 5 which restricts the Company from paying distributions on common stock until no earlier than the quarter ending June 30, 2021.

Under the new policy, distributions authorized by the Board on the Company’s shares of common stock, if and when declared, are now paid on a quarterly basis in arrears in shares of the Company’s common stock valued at the Company’s estimated per share net asset value of common stock in effect on the applicable date, based on a single record date to be specified at the beginning of each quarter.

The Company declared the Stock Dividends of 0.01349 shares of the Company’s common stock on each share of the Company’s outstanding common stock on October 1, 2020 and January 4, 2021.

This amount was based on the Company’s prior cash distribution rate of $ 0.85 per share per annum.

The Board may further change the Company’s common stock distribution policy at any time, further reduce the amount of distributions paid or suspend distribution payments at any time, and therefore distribution payments are not assured.

Year Ended December 31,

2020 2019 2018

Return of capital (1)

100.0 % $ 0.42 100 % $ 0.83 100 % $ 0.92

Capital gain dividend income — % — — % — — % —

Ordinary dividend income — % — — % — — % —

Total 100.0 % $ 0.42 100.0 % $ 0.83 100.0 % $ 0.92

(1) Amount for December 31, 2020 represents actual cash distributions paid to common shareholders during the year ended 2020, but excludes the stock dividends which do not represent taxable dividends to the Company’s shareholders for U.S.

federal income tax purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Series A Preferred Stock

Dividends on our Series A Preferred Stock accrue in an amount equal to $ 1.84375 per share each year ( $ 0.460938 per share per quarter) to Series A Preferred Stock holders, which is equivalent to 7.375 % of the $ 25.00 liquidation preference per share of Series A Preferred Stock per annum.

Dividends on our Series A Preferred Stock accrue in an amount equal to $ 1.84375 per share each year ($ 0.460938 per share per quarter) to Series A Preferred Stock holders, which is equivalent to 7.375 % per annum on the $ 25.00 liquidation preference per share of Series A Preferred Stock.

Dividends on the Series A Preferred Stock are cumulative and payable quarterly in arrears on the 15th day of January, April, July and October of each year or, if not a business day, the next succeeding business day to holders of record on the close of business on the record date set by our board of directors and declared by us.

The first quarterly dividend for the Series A Preferred Stock sold in this offering was be paid on January 15, 2020 and will represented an accrual for less than a full quarter, covering the period from December 11, 2019 to December 31, 2019 .

The first quarterly dividend for the Series A Preferred Stock sold in this offering was paid on January 15, 2020 and represented an accrual for less than a full quarter, covering the period from December 11, 2019 to December 31, 2019.

Any accrued and unpaid dividends payable with respect to the Series A Preferred Stock become part of the liquidation preference thereof.

Note 9 — Related Party Transactions and Arrangements

As of December 31, 2019 and 2018 , the Special Limited Partner owned 8,888 shares of the Company’s outstanding common stock.

As of December 31, 2020 and 2019, the Special Limited Partner owned 9,008 and 8,888 shares, respectively, 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 December 31, 2020 and 2019, the Advisor held 90 partnership units in the OP designated as “OP Units” (“OP Units”).

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 Advisor, a limited partner of the OP.

The limited partnership agreement of the OP (as amended from time to time, the “LPA”) allows for the special allocation, solely for tax purposes, of excess depreciation deductions of up to $ 10.0 million to the Advisor, a limited partner of the OP.

In connection with this special allocation, the 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

Fees Incurred in Connection with the Operations of the Company

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The Second A&R Advisory Agreement, which superseded, amended and restated the previously effective advisory agreement (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 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 of control or a transition to self-management, (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.

The initial term of the Second A&R Advisory Agreement expires on February 17, 2027, 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 of control (as defined in the Second A&R Advisory Agreement) or a transition to self-management, (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.

On July 25, 2019, the Company entered into Amendment No.

1 unchanged sentence

The Advisory Agreement Amendment was unanimously approved by the Company’s independent directors.

Additional information on the Advisory Agreement Amendment is included later in this footnote.

Additional information on the Advisory Agreement Amendment is included later in this footnote under “—Professional Fees and Other Reimbursements.”

Acquisition Expense Reimbursements

The Second A&R Advisory Agreement does not provide for an acquisition fee, however the Advisor is entitled to be reimbursed for amounts it incurs for investment-related expenses, or insourced expenses.

The Advisor may 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.

Under the Advisory Agreement, total acquisition expenses may not exceed 4.5 % of the contract purchase price of the Company’s portfolio or 4.5 % of the amount advanced for all loans or other investments.

Under the Second A&R Advisory Agreement, total acquisition expenses may not exceed 4.5 % of the contract purchase price of the Company’s portfolio or 4.5 % of the amount advanced for all loans or other investments.

This threshold has not been exceeded through December 31, 2020.

Asset Management Fees and Variable Management/Incentive Fees

Under the limited partnership agreement of the OP and the 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 partnership units of the OP designated as “Class B Units” (“Class B Units”).

Under the LPA and the 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 partnership units of the OP designated as “Class B Units” (“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”);

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December 31, 2020

“Economic Hurdle”);

(y) any one of the following occurs:

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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.

Subject to approval by the Board, the Class B Units were issued to the Advisor quarterly in arrears pursuant to the terms of the LPA.

The number of Class B Units issued in any quarter was equal to:

3 unchanged sentences

As of December 31, 2020, the Company cannot determine the probability of achieving the Performance Condition.

The Advisor receives cash distributions on each issued Class B Unit equal to the distribution rate received on the Company’s common stock.

These distributions on Class B Units are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss until the Performance Condition is considered probable to occur.

The Advisor receives cash distributions on each issued Class B Unit equivalent to the cash distribution paid, if any on the Company’s common stock in an amount retroactively adjusted to reflect the Stock Dividends, other stock dividends and other similar events.

These 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.

The Board has previously approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement.

The Board determined in February 2018 that Economic Hurdle had been satisfied, however none of the events have occurred, including a Listing, which would have satisfied the other vesting requirement of the Class B Units.

The Board determined in February 2018 that Economic Hurdle had been satisfied, however none of the events have occurred, including a listing of the Company’s common stock on a national securities exchange, which would have satisfied the other vesting requirement of the Class B Units.

Therefore, no expense has ever been recognized in connection with the Class B Units.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

On May 12, 2015, the Company, the OP and the Advisor entered into an amendment to the then-current 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.

6 unchanged sentences

No variable management incentive fee was incurred for the years ended December 31, 2020, 2019 and 2018.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Property Management Fees

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The current term of the A&R Property Management Agreement expires February 17, 2021.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.

HEALTHCARE TRUST, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

On April 10, 2018, in connection with the Multi-Property CMBS Loan, the Company and the OP entered into a further amendment to the A&R Property Management Agreement confirming, consistent with the intent of the parties, that the borrowers under the Multi-Property CMBS Loan and other subsidiaries of the OP that own or lease the Company’s properties are the direct obligors under the arrangements pursuant to which the Company’s properties are managed by either the Property Manager or a third party overseen by the Property Manager pursuant to the A&R Property Management Agreement.

2 unchanged sentences

This reimbursement includes reasonable overhead expenses for employees of the Advisor or its affiliates directly involved in the performance of services on behalf of the Company, including the reimbursement of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor.

During the year ended December 31, 2019 , 2018 and 2017, the Company incurred $ 10.6 million , $ 8.9 million and $ 7.6 million , respectively, of reimbursement expenses to the Advisor for providing administrative services.

During the year ended December 31, 2020, 2019 and 2018, the Company incurred $ 10.8 million, $ 10.6 million and $ 8.9 million, respectively, of reimbursement expenses from the Advisor for providing administrative services.

These reimbursement expenses are included in general and administrative expense on the consolidated statements of operations and comprehensive income (loss).

2 unchanged sentences

The Advisory Agreement Amendment clarifies that, with respect to executive officers of the Advisor, the Company is required to reimburse the Advisor or its affiliates for the reasonable salaries and wages, benefits and overhead of the Company’s executive officers, other than for any executive officer that is also a partner, member or equity owner of AR Global, an affiliate of the Advisor.

Further, under the Advisory Agreement Amendment, the aggregate amount of expenses relating to salaries, wages and benefits, including for executive officers and all other employees of the Advisor or its affiliates (the “Capped Reimbursement Amount”), is limited to the greater of:

(a) $ 6.8 million (the “Fixed Component”) and

(b) the variable component (the “Variable Component”), which is defined in the Advisory Agreement Amendment as, for any fiscal year:

(i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in the year divided by four , which amount is then

(ii) multiplied by 0.29 % .

In the event of a reduction in the Real Estate Cost by 25.0 % or more pursuant to instructions from the Company’s board of directors, in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the Advisory Agreement Amendment), then within 12 months following the disposition(s), the Advisor and the Company will enter into good faith negotiations to reset the Fixed Component;

provided that if the proceeds of the disposition(s) are paid to shareholders of the Company as a special distribution or used to repay loans with no intent of subsequently re-financing and re-investing the proceeds thereof in Investments, the Advisor and the Company will enter into good faith negotiations to reset the Fixed Component within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the reduced assets of the Company.

Both the Fixed Component and the Variable Component will also be increased by an annual cost of living adjustment equal to the portion of the Capped Reimbursement Amount (as determined above) multiplied by the greater of (x) 3.0 % and (y) the CPI for the prior year ended December 31st.

For these purposes, CPI will be calculated by reference to the United States Department of Labor’s Bureau of Labor Statistics Consumer Price Index, All Urban Consumer Price Index, New York-Newark-Jersey City with reference date (1982-1984) that equals 100.0 or the successor of this index.

(a) a fixed component (the “Fixed Component”) and (b) a variable component (the “Variable Component”).

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

Both the Fixed Component and the Variable Component increase by an annual cost of living adjustment equal to the greater of (x) 3.0 % and (y) the CPI, as defined in the amendment for the prior year ended December 31st.

Initially, for the year ended December 31, 2019;

(a) the Fixed Component was equal to $ 6.8 million and (b) the Variable Component was equal to (i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in the year divided by four , which amount is then (ii) multiplied by 0.29 %.

If the Company sells real estate investments aggregating an amount equal to or more than 25.0 % of Real Estate Cost, in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the Advisory Agreement Amendment), then within 12 months following the disposition(s), the advisory agreement requires the Advisor and the Company to negotiate in good faith to reset the Fixed Component;

provided that if the proceeds of the disposition(s) are paid to shareholders of the Company as a special distribution or used to repay loans with no intent of subsequently re-financing and re-investing the proceeds thereof in Investments, the advisory agreement requires these negotiations within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the Company’s reduced assets.

As part of this reimbursement, for the year ended December 31, 2020, the Company paid approximately $ 2.5 million in 2019 to the Advisor or its affiliates as reimbursement for bonuses of employees of the Advisor or its affiliates who provided administrative services during such calendar year, prorated for the time spent working on matters relating to the Company.

The Company does not reimburse the Advisor or its affiliates for any bonus amounts relating to time dedicated to the Company by Edward M.

Weil, Jr., the Company’s Chief Executive Officer.

The Advisor formally awarded 2019 bonuses to employees of the Advisor or its affiliates in September 2020 (the “2019 Bonus Awards”).

The original $ 2.5 million estimate for bonuses recorded and paid to the Advisor in 2019 exceeded the cash portion of the 2019 Bonus Awards to be paid to employees of the Advisor or its affiliates and to be reimbursed by the Company by $ 1.2 million.

As a result, during the three months ended September 30, 2020, the Company recorded a receivable from the Advisor of $ 1.2 million in prepaid expenses and other assets on the consolidated balance sheet and a corresponding reduction in general and administrative expenses.

Pursuant to authorization by the independent members of the Company’s board of directors, the $ 1.2 million receivable is payable to the Company over a 10-month period from January 2021 through October 2021.

Reimbursements for the cash portion of 2020 bonuses to employees of the Advisor or its affiliates continue to be expensed and reimbursed on a monthly basis during 2020 in accordance with estimates provided by the Advisor.

Generally, prior to the 2019 Bonus Awards, employee bonuses have been formally awarded to employees of the Advisor or its affiliates in March as an all - cash award and paid out by the Advisor in the year subsequent to the year in which services were rendered to the Company.

In December 2020, after mediation on October 27, 2020, the Advisor agreed to a settlement with the Company’s former chief executive officer for severance claims related to his termination in 2018.

Pursuant to the settlement, among other parties, the Advisor advised the Company that the Company and its directors and officers were released from any and all actions or claims the former chief executive officer now has or may ever have against them.

Prior to the agreement, the Advisor did not believe any settlement was probable.

In consideration of the release, among other things, and upon the recommendation of its nominating and corporate governance committee, which determined that the reimbursement was advisable and fair to, and in the best interest of, the Company, the Company’s board of directors approved the reimbursement by the Company to the Advisor of severance payments and legal costs relating to this settlement and determined that the reimbursement for those payments and costs would not be subject to (and therefore would not be aggregated with other reimbursements that are subject to) the Capped Reimbursement Amount.

The Company recorded approximately $ 2.2 million of expenses for the reimbursement which is included in general and administrative expenses in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Summary of fees, expenses and related payables

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:

Year Ended December 31,

Payable (Receivable) as of

(In thousands)

Year Ended December 31, Payable (Receivable) as of

2020 2019 2018 December 31,

(In thousands) Incurred

Incurred 2020 2019

One-time fees and reimbursements:

Acquisition cost reimbursements $ 81 $ 39 $ 176 $ 11 $ —

Financing coordination fees

Due from HT III related to the Asset Purchase (2)

Ongoing fees and reimbursements:

1 unchanged sentence

Property management fees (6)

4,197 3,888 3,571 288 ( 44 )

Professional fees and other reimbursements (1) (4)

10,073 8,883 ( 61 ) ( 377 ) (5)

Professional fees credit due from Advisor ( 1,217 ) — — ( 1,217 ) (3) —

Distributions on Class B Units (2)

178 305 340 — —

Total related party operation fees and reimbursements $ 35,328 $ 33,831 $ 32,470 $ ( 979 ) $ ( 394 )

There were no fees or reimbursements forgiven during the years ended December 31, 2019 , 2018 or 2017 .

On December 22, 2017, the Company purchased substantially all the assets of HT III.

Certain proration estimates were included within the closing.

The purchase agreement called for a final purchase price adjustment.

The Company had a $ 0.2 million net receivable related to the Asset Purchase included on the consolidated balance sheet as of December 31, 2018.

Please see below for additional information related to the Asset Purchase.

(1) Included in general and administrative expenses in the consolidated statements of operations.

Includes $ 5.6 million and $ 7.2 million subject to the Capped Reimbursement Amount for the years ended December 31, 2020 and 2019, respectively.

(2) Prior to April 1, 2015, the Company caused the OP to issue (subject to periodic approval by the Board) to the Advisor restricted performance-based Class B Units for asset management services.

As of December 31, 2019 , the Board had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement.

As of December 31, 2020, the Board had approved the issuance of, and the OP had issued, 359,250 Class B Units to the Advisor in connection with this arrangement.

Effective April 1, 2015, the Company began paying an asset management fee to the Advisor or its assignees in cash, in shares, or a combination of both and no longer issues any Class B Units.

Includes $ 7.2 million related to the Capped Reimbursement Amount for the year ended December 31, 2019 .

Balance as of December 31, 2018 includes costs which were incurred and accrued due to American National Stock Transfer, LLC, a subsidiary of RCS Capital Corporation (“RCAP”) which were related parties of the Company.

During the year ended December 31, 2019, the Company recorded a reduction of general and administrative expenses in the amount of $ 0.5 million related to the reversal of this payable balance due to RCAP, which at the time the payable balance was recorded and prior to its bankruptcy filing was under common control with the Advisor.

(6) Balance includes a receivable of $ 0.5 million from the Advisor as of December 31, 2019 previously recorded in the fourth quarter of 2018, which, pursuant to authorization by the independent members of the Company’s board of directors, is payable over time during 2020.

(3) Balance includes a receivable of $ 1.2 million from the Advisor related to the overpayment of 2019 Bonus Awards as of December 31, 2020 which, pursuant to authorization by the independent members of the Company’s board of directors, is payable over a ten month period from January 2021 to October 2021.

(4) During the year ended December 31, 2019, the Company recorded a reduction of general and administrative expenses in the amount of $ 0.5 million related to the reversal of a payable balance due to RCS Capital Corporation.

During the year ended December 31, 2020 the Company recorded approximately $ 2.2 million of expense reimbursements to the Advisor for severance payments and related legal costs relating to the termination of its former Chief Executive Officer.

(5) Balance includes a receivable of $ 0.5 million from the Advisor as of December 31, 2019, previously recorded in the fourth quarter of 2018, which, pursuant to authorization by the independent members of the Company’s board of directors, was fully paid during 2020.

(6) Inclusive of $ 0.3 million of leasing commissions which are included in prepaid expenses and other assets on the consolidated balance sheet as of December 31, 2020.

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 promissory note as evidence of its right 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 in the Company’s initial public offering of common stock plus an amount equal to a 6.0 % cumulative, pre-tax non-compounded annual return to investors.

If the common stock of the Company is listed on a national exchange, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right 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 plus an amount equal to a 6.0 % cumulative, pre-tax non-compounded annual return to investors in the Company’s initial public offering of common stock.

No such distribution was incurred during the years ended December 31, 2020, 2019 and 2018.

If the Special Limited Partner or any of its affiliates receives the subordinated incentive listing distribution the Special Limited Partner and its affiliates will no longer be entitled to receive the subordinated participation in net sales proceeds or the subordinated incentive termination distribution described below.

Subordinated Participation in Net Sales Proceeds

Upon a liquidation or sale of all or substantially all of the Company’s assets, including through a merger or sale of stock, the Special Limited Partner will be 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 in the Company’s initial public offering of common stock plus payment to investors of a 6.0 % cumulative, pre-tax non-compounded annual return on the capital contributed by investors.

No such participation in net sales proceeds became due and payable during the years ended December 31, 2020, 2019 and 2018.

Any amount of net sales proceeds paid to the Special Limited Partner or any of its affiliates prior to the Company’s listing or termination or non-renewal of the advisory agreement with the

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

Subordinated Participation in Net Sales Proceeds

No such participation in net sales proceeds became due and payable during the years ended December 31, 2019 , 2018 and 2017 .

Any amount of net sales proceeds paid to the Special Limited Partner or any of its affiliates prior to the Company’s listing or termination or non-renewal of the advisory agreement with the Advisor, as applicable, will reduce dollar for dollar the amount of the subordinated incentive listing distribution described above and subordinated incentive termination distribution described below.

Advisor, as applicable, will reduce dollar for dollar the amount of the subordinated incentive listing distribution described above and subordinated incentive termination distribution described below.

Termination Fees

Under the operating partnership agreement of the OP, upon termination or non-renewal of the advisory agreement with the Advisor, wi th or without cause, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right to receive subordinated termination dist ributions 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 in the Company’s initial public offering of common stock plus an amount equal to an annual 6.0 % cumulative, pre-tax, non-compounded annual return to investors.

Under the operating partnership agreement of the OP, upon termination or non-renewal of the advisory agreement with the Advisor, wi th or without cause, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right to receive subordinated termination dist ributions 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 plus an amount equal to an annual 6.0 % cumulative, pre-tax, non-compounded annual return to investors in the Company’s initial public offering of common stock.

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.

3 unchanged sentences

Upon a termination by either party in connection with a change of control (as defined in the Second A&R Advisory Agreement), the Company would pay the Advisor a change of control fee equal to the product of four (4) and the “Subject Fees.”

Upon a termination by the Company in connection with transition to self-management, the Company would pay the Advisor a transition fee equal to (i) $ 15.0 million plus (ii) the product of four multiplied by the Subject Fees, provided that the transition fee shall not exceed an amount equal (i) 4.5 multiplied by (ii) the Subject Fees.

The Subject Fees are equal to (i) the product of four multiplied by the actual base management fee plus (ii) the product of four 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 of control occurs or the transition to self-management is consummated, as applicable, plus (iii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised (but excluding proceeds from the DRIP) in respect to the fiscal quarter immediately prior to the fiscal quarter in which the change of control occurs or the transition to self-management is consummated, as applicable.

Upon a termination by the Company in connection with a transition to self-management, the Company would pay the Advisor a transition fee equal to (i) $ 15.0 million plus (ii) the product of four multiplied by the Subject Fees, provided that the transition fee shall not exceed an amount equal to 4.5 multiplied by the Subject Fees.

The Subject Fees are equal to (i) the product of four multiplied by the actual base management fee plus (ii) the product of four 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 of control occurs or the transition to self-management, as applicable, is consummated, plus (iii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised (but excluding proceeds from the DRIP) in respect to the fiscal quarter immediately prior to the fiscal quarter in which the change of control occurs or the transition to self-management, as applicable, is consummated.

The right to termination of the Second A&R Advisory Agreement in connection with a change of control or transition to self-management is subject to a lockout period that requires the notice of any termination in connection with a change of control or transition to self-management to be delivered after February 14, 2019.

American Realty Capital Healthcare Trust III, Inc.

Asset Purchase

On December 22, 2017, the Company, the OP and its subsidiary, ARHC TRS Holdco II, LLC, completed the Asset Purchase, purchasing all of the membership interests in indirect subsidiaries of HT III that owned the 19 properties which comprised substantially all of HT III’s assets, pursuant to the Purchase Agreement, dated as of June 16, 2017.

HT III was sponsored and advised by an affiliate of the Advisor.

The Company had a $ 0.2 million net receivable from HT III included on its consolidated balance sheet as of December 31, 2018 .

Note 10 — Economic Dependency

9 unchanged sentences

The Company has adopted an employee and director incentive restricted share plan (as amended from time to time, the “RSP”), which provides the Company with the ability to grant awards of restricted shares of common stock (“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).

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 3.5 million shares (as such number may be further adjusted for stock splits, stock dividends, combinations and similar events).

Prior to August 2017, the RSP provided for an automatic grant of 1,333 restricted shares to each of the independent directors, without any further approval by the Board or the stockholders, on the date of his or her initial election to the Board and thereafter on the date of each annual stockholder meeting.

5 unchanged sentences

In connection with these one-time grants, the restricted shares granted as automatic annual awards in connection with the Company’s 2017 annual meeting of stockholders on July 21, 2017 were forfeited.

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 are subject to the same restrictions as the underlying restricted shares.

On July 29, 2019, the Board elected B.J.

2 unchanged sentences

During the year ended December 31, 2019, the Company paid to Mr.

Penn an annual cash retainer effective as of July 29, 2019 pro-rated for the remaining portion of the current annual period, and he was awarded 15,000 restricted shares of common stock of the Company which vest annually over a three -year period in equal installments.

Penn an annual cash retainer effective as of July 29, 2019 pro-rated for the remaining portion of the current annual period, and he was awarded 15,000 restricted shares vesting annually in equal increments over a three-year period with initial vesting on August 4, 2020.

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 are subject to the same restrictions as the underlying restricted shares.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2020

The following table reflects restricted share award activity for the period presented:

Number of Common Shares

Weighted-Average Issue Price

The following table reflects the amount of shares outstanding as of December 31, 2020 and activity for the period presented:

Number of Common Shares Weighted-Average Issue Price

Unvested, December 31, 2017 382,510 $ 21.47

Vested ( 60,268 ) 21.78

Forfeitures — —

Unvested, December 31, 2018 322,242 21.41

Granted 15,000 17.50

Vested ( 60,001 ) 21.48

Forfeitures — —

Unvested, December 31, 2019 277,241 21.18

Stock dividend 2,878 15.75

Vested ( 64,735 ) 21.18

Forfeitures — —

Unvested, December 31, 2020 215,384 21.11

1 unchanged sentence

That cost is expected to be recognized over a weighted-average period of 3.2 years.

Compensation expense related to restricted shares was $ 1.3 million , $ 1.2 million and approximately $ 0.5 million during the year s ended December 31, 2019 , 2018 and 2017 , respectively.

Compensation expense related to restricted shares is recorded as general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss.

Compensation expense related to restricted shares was $ 1.3 million, $ 1.3 million and approximately $ 1.2 million during the years ended December 31, 2020, 2019 and 2018, respectively.

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.

There are no restrictions on shares issued in lieu of cash compensation since these payments in lieu of cash relate to fees earned for services performed.

No such shares were issued during the years ended December 31, 2020, 2019 and 2018.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Note 12 — Accumulated Other Comprehensive (Loss) Income

The following table illustrates the changes in accumulated other comprehensive (loss) income as of and for the periods presented:

(In thousands)

Unrealized Gains (Losses) on Designated Derivative

(In thousands) Unrealized Gains (Losses) on Designated Derivative

Balance, December 31, 2017 2,473

2 unchanged sentences

Balance, December 31, 2018 4,582

Other comprehensive income, before reclassifications

Other comprehensive loss, before reclassifications ( 10,753 )

Amounts reclassified from accumulated other comprehensive (loss) income ( 872 )

2 unchanged sentences

Amounts reclassified from accumulated other comprehensive (loss) income 7,999

Rebalancing of ownership percentage ( 15 )

Balance, December 31, 2020 $ ( 39,673 )

Accumulated other comprehensive (loss) income predominately relates to the unrealized gains (losses) on designated derivatives, however, as previously discussed in Note 7 — Derivatives and Hedging , a previously designated hedge was terminated and the termination costs are being amortized over the term of the hedged item.

The unamortized portion of the terminated swap still remaining in accumulated other comprehensive (loss) income is $ 1.3 million as of December 31, 2020.

HEALTHCARE TRUST, INC.

7 unchanged sentences

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

A holder of OP Units has the right to distributions.

After holding the OP Units for a period of one year, a holder of OP Units has the right to redeem OP Units for, at the option of the OP, 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.

A holder of OP Units has the right to receive cash distributions equivalent to the cash distributions, if any, on the Company’s common stock in an amount retroactively adjusted to reflect the Stock Dividends, other stock dividends and other similar events.

After holding the OP Units for a period of one year, a holder of OP Units has the right to redeem OP Units for, at the option of the OP, the corresponding number of shares of the Company’s common stock as retroactively adjusted for the Stock Dividends, other stock dividends and other similar events, or the cash equivalent.

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.

6 unchanged sentences

A non-controlling interest is recorded for the investor’s ownership interest in the properties.

On November 4, 2020, the Company purchased all of the outstanding the membership interests in the joint venture that owns the UnityPoint Clinics in Muscatine, Iowa and Moline, Illinois for approximately $ 0.6 million, funded with cash on hand.

Following this transaction, the properties were wholly owned by the Company and added to the borrowing base under the Credit Facility.

The following table summarizes the activity related to investment arrangements with unaffiliated third parties.

Third Party Net Investment Amount

Non-Controlling Ownership Percentage

Net Real Estate Assets Subject to Investment Arrangement (1)

Distributions

As of December 31,

Year Ended December 31,

Third Party Net Investment Amount Non-Controlling Ownership Percentage Net Real Estate Assets Subject to Investment Arrangement Distributions

As of December 31, As of December 31, As of December 31, Year Ended December 31,

Property Name

2 unchanged sentences

Plaza Del Rio Medical Office Campus Portfolio (1)

May 2015 $ 371 2.2 % $ 12,790 $ 14,220 $ — $ — $ 87

UnityPoint Clinic Portfolio (2)

3 unchanged sentences

See Note 4 - Mortgage Notes Payable for additional information.

Assumed as part of the Asset Purchase.

See Note 9 - Related Party Transactions and Arrangements for further information on the Asset Purchase.

(2) On November 4, 2020, the Company purchased all of the outstanding membership interests in the joint venture that owns the UnityPoint portfolio.

See details above for additional information.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Note 14 — Net Loss Per Share

The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2019 , 2018 and 2017 :

The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2020, 2019 and 2018 and has been retroactively adjusted to reflect the Stock Dividend (see Note 1 — Organization for additional details):

Year Ended December 31,

2020 2019 2018

Net loss attributable to stockholders (in thousands)

$ ( 78,781 ) $ ( 88,087 ) $ ( 52,762 )

Basic and diluted weighted-average shares outstanding (1)

94,639,833 94,433,640 93,593,719

Basic and diluted net loss per share (1)

$ ( 0.83 ) $ ( 0.93 ) $ ( 0.56 )

(1) Retroactively adjusted for the effects of the Stock Dividends (see Note 1 — Organization for additional details)).

Diluted net loss per share assumes the conversion of all common stock equivalents into an equivalent number of shares of common stock, unless the effect is antidilutive.

The Company considers unvested restricted shares, OP Units and Class B Units

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

to be common share equivalents.

The Company had the following common stock equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share attributable to stockholders as their effect would have been antidilutive for the periods presented:

The Company considers unvested restricted shares, OP Units and Class B Units to be common share equivalents.

The amounts in the table below have been retroactively adjusted to reflect the Stock Dividend (see Note 1 — Organization for additional details):

2020 2019 2018

Unvested restricted shares (1)

257,704 313,711 367,796

417,025 417,025 417,025

Class B Units (3)

369,007 369,007 369,007

Total weighted average antidilutive common share equivalents 1,043,736 1,099,743 1,153,828

1 unchanged sentence

There were 215,373 , 277,241 and 322,242 unvested restricted shares outstanding as of December 31, 2020, 2019 and 2018, respectively.

Weighted average number of antidilutive OP Units outstanding for the periods presented.

(2) Weighted average number of antidilutive OP Units presented as shares outstanding for the periods presented, at the current conversion rate as adjusted for the effect of the Stock Dividends.

There were 405,998 OP Units outstanding as of December 31, 2020, 2019 and 2018.

Weighted average number of antidilutive Class B Units outstanding for the periods presented.

(3) Weighted average number of antidilutive Class B Units presented as shares outstanding for the periods presented, at the current conversion rate as adjusted for the effect of the Stock Dividends.

There were 359,250 Class B Units outstanding as of December 31, 2020, 2019 and 2018.

6 unchanged sentences

The SHOP segment consists of direct investments in seniors housing properties, primarily providing assisted living, independent living and memory care services, which are operated through engaging independent third-party operators.

There were no intersegment sales or transfers during the periods presented.

As described in more detail below, on April 1, 2019 the Company transitioned (i.e.

this asset is now operating as a SHOP asset and is not leased to a third party) one property located in Wellington, Florida (the “Transition Property”) from its triple-net leased healthcare facilities segment to its Seniors Housing — Operating Properties segment.

See Note 3 — Real Estate Investments, Net for further information about this property and the transition.

When such transfers between segments occur, we reclassify the operating results of the transferred properties to their current segment for both the current and all historical periods in order to present a consistent group of property results.

The results of operations from the Transition Property are presented within the Seniors Housing — Operating Properties segment for the year ended December 31, 2019 , 2018 and 2017.

In 2018, we had also transitioned (i.e.

this asset is now operating as a SHOP asset and is not leased to a third party) a property located in Lutz, Florida from our triple-net leased healthcare facilities segment to our SHOP segment.

The results of this property had previously been reclassified in our Same Store operating results in 2018 and, according, require no additional adjustment in 2019.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

Some of the Company’s properties move between its operating segments, for example if they are converted from being triple-net leased to third parties in the triple-net leased healthcare facilities segment to being leased to the TRS and operated and managed on the Company’s behalf by a third-party operator in the SHOP segment.

When transfers between segments occur, the Company reclassifies the operating results of the transferred properties to their current segment for both the current and all historical periods in order to present a consistent group of property results.

See Note 3 — Real Estate Investments, Net - “Impairments” and “Held for Use Assets” to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Over the last three years, the Company has had properties transfer between operating segments.

Upon such transfers the Company retroactively restates the historical operating results for the segment for all periods presented in that filing and, thereafter, the Company will restate other later prior periods when they are subsequently reported in later filings for comparative purposes.

As a result, the Company provides transition disclosure adjustments only for properties that have transitioned since the prior numbers were previously reported.

In 2018, the Company had also transitioned (i.e.

this asset was operating as a SHOP asset and was not leased to a third party) a property located in Lutz, Florida from its triple-net leased healthcare facilities segment to its SHOP segment.

The results of this property had previously been reclassified in the Same Store operating results in 2018 and 2019, and following its disposal in December 2020, it has been again reclassified from Same Store results to Disposals.

As described in more detail below, the Company transitioned one property located in Wellington, Florida and the four LaSalle Properties on April 1, 2019 and July 1, 2020, respectively, from its triple-net leased healthcare facilities segment to its SHOP segment (collectively, the “Transition Properties”).

See Note 3 — Real Estate Investments for further information about this property and the transition.

The results of operations from the Transition Properties are presented within the SHOP segment for the years ended December 31, 2020, 2019 and 2018, respectively.

The previously reported same store results had already been retroactively adjusted to reflect the movement of the results Transition Property located in Wellington, Florida and the property located in Lutz, Florida and require no further adjustments thereto.

On July 1, 2020, the Company transitioned the LaSalle Properties from the triple-net leased healthcare facilities segment to the SHOP segment, and the LaSalle Properties are now leased to the Company’s TRS and operated and managed on the Company’s behalf by a third-party operator.

This segment has been applied retrospectively to historical periods starting with the quarter ended September 30, 2020.

Net Operating Income

4 unchanged sentences

The Company believes that NOI is useful as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss).

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

NOI excludes certain components from net income (loss) in order to provide results that are more closely related to a property’s results of operations.

10 unchanged sentences

Year Ended December 31, 2020

(In thousands)

Medical Office Buildings

Triple-Net Leased Healthcare Facilities (1)

(In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities (1)

Seniors Housing — Operating Properties (1)

1 unchanged sentence

Property operating and maintenance 30,851 1,961 210,736 243,548

NOI $ 73,362 $ 13,650 $ 51,052 138,064

Impairment charges ( 36,446 )

8 unchanged sentences

Income tax expense ( 4,061 )

Net loss attributable to non-controlling interests

Preferred dividends

Net income attributable to non-controlling interests ( 303 )

Allocation for preferred stock ( 2,968 )

Net loss attributable to common stockholders $ ( 78,781 )

Year Ended December 31, 2019

(In thousands)

Medical Office Buildings

Triple-Net Leased Healthcare Facilities (1)

(In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities (1)

Seniors Housing — Operating Properties (1)

1 unchanged sentence

Property operating and maintenance 31,813 2,310 200,062 234,185

NOI 68,566 12,254 59,909 140,729

Impairment charges ( 55,969 )

3 unchanged sentences

Depreciation and amortization ( 81,032 )

Loss on sale of real estate investments

Interest expense ( 56,059 )

Interest and other income 7

Gain on sale of real estate investments 8,790

Loss on sale of non-designated derivatives ( 68 )

1 unchanged sentence

Net loss attributable to non-controlling interests 393

Net loss attributable to common stockholders

Allocation for preferred stock ( 173 )

Net loss attributable to stockholders $ ( 88,087 )

______________

(1) The results of operations from the Transition Properties are presented within the Seniors Housing — Operating Properties segment for the year ended December 31, 2018.

(1) The results of operations from the Transition Properties are presented within the SHOP segment for the years ended December 31, 2020 and 2019, respectively.

HEALTHCARE TRUST, INC.

3 unchanged sentences

Year Ended December 31, 2018

(In thousands)

Medical Office Buildings

Triple-Net Leased Healthcare Facilities (1)

(In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities (1)

Seniors Housing — Operating Properties (1)

1 unchanged sentence

Property operating and maintenance 30,295 1,424 189,278 220,997

NOI 68,808 13,546 59,055 141,409

Impairment charges ( 20,655 )

7 unchanged sentences

Loss on non-designated derivatives ( 157 )

Gain on asset acquisition

Income tax expense ( 197 )

2 unchanged sentences

______________

(1) The results of operations from the Transition Properties are presented within the Seniors Housing — Operating Properties segment for the year ended December 31, 2017.

(1) The results of operations from the Transition Properties are presented within the SHOP segment for the year ended December 31, 2018.

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

2 unchanged sentences

Medical office buildings

$ 883,471 $ 891,477

Triple-net leased healthcare facilities (1)

Construction in progress (2)

238,427 256,661

Seniors housing — operating properties (1)

987,050 905,453

Total investments in real estate, net

2,108,948 2,053,591

Cash and cash equivalents 72,357 95,691

6 unchanged sentences

Deferred costs, net 15,332 13,642

Total assets $ 2,286,895 $ 2,325,303

__________________

(1) The Transition Properties are presented within the Seniors Housing — Operating Properties segment as of December 31, 2019 and 2018 .

(2) Included in the triple net leased healthcare facilities segment.

(1) The Transition Properties are presented within the SHOP segment as of December 31, 2020 and 2019.

HEALTHCARE TRUST, INC.

7 unchanged sentences

Triple-net leased healthcare facilities (1)

3,976 396 1,152

Seniors housing — operating properties (1)

12,833 11,014 4,176

Total capital expenditures $ 21,394 $ 16,719 $ 12,910

(1) The Transition Property is presented within the Seniors Housing — Operating Properties segment as of December 31, 2019 and 2018 .

(1) The Transition Properties are presented within the SHOP segment as of December 31, 2020, 2019 and 2018.

Note 16 — Commitments and Contingencies

On January 1, 2019, the Company adopted ASU 2016- 02 and recorded ROU assets and lease liabilities related to 11 ground operating leases (see Note 2 — Summary of Significant Accounting Policies for additional information on the impact of adopting the new standard).

three of these ground operating leases related to the New York Six MOBs which were sold during the year ended December 31, 2019.

The Company did not enter into any additional ground leases during the year ended December 31, 2019 .

As of December 31, 2020, the Company has eight operating and six direct financing lease agreements related to certain acquisitions under leasehold interests arrangements.

The eight operating leases have durations, including assumed renewals, ranging from 12.8 to 87.7 years .

The eight operating leases have durations, including assumed renewals, ranging from 11.8 to 86.7 years as of December 31, 2020.

On January 1, 2019, the Company adopted ASU 2016- 02 and recorded ROU assets and lease liabilities related to these ground operating leases (see Note 2 — Summary of Significant Accounting Policies for additional information).

The Company did not enter into any additional ground leases during the year ended December 31, 2020.

As of December 31, 2020, the Company’s balance sheet includes ROU assets and operating lease liabilities of $ 13.9 million and $ 9.2 million, respectively, which are included in operating lease right-of-use assets and operating lease liabilities, respectively, on the Company’s consolidated balance sheet.

2 unchanged sentences

The Company’s ground operating leases have a weighted-average remaining lease term, including assumed renewals, of 41.3 years and a weighted-average discount rate of 7.35 % as of December 31, 2020.

For the year ended December 31, 2019 , the Company paid cash of $ 0.8 million for amounts included in the measurement of lease liabilities and recorded total rental expense from operating leases of $ 1.0 million , $ 0.9 million and $ 0.8 million , on a straight-line basis in accordance with the standard, during the years ended December 31, 2019 , 2018 and 2017 , respectively.

For the years ended December 31, 2020 and 2019, the Company paid cash of $ 0.8 million and $ 0.8 million for amounts included in the measurement of lease liabilities and recorded total rental expense from operating leases of $ 0.9 million, $ 1.0 million and $ 0.9 million, on a straight-line basis in accordance with the standard, during the years ended December 31, 2020, 2019 and 2018, respectively.

The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive loss.

Future Base Rent Payments

(In thousands)

Operating Leases

Direct Financing Leases (1)

(In thousands) Operating Leases Direct Financing Leases (1)

2021 $ 663 $ 84

Thereafter 28,690 7,407

Total minimum lease payments 32,096 7,848

2 unchanged sentences

(1) The Direct Finance Lease liability is included in Accounts Payable and accrued expenses on the balance sheet as of December 31, 2020.

The Direct Financing lease asset is included as part of building and improvements as the land component was not required to be bifurcated under ASU 840 and the Company has adopted the practical expedients of retaining lease classification under ASU 842.

The Direct Financing lease asset is included as part of building and improvements as the land component was not required to be bifurcated under ASU 840.

HEALTHCARE TRUST, INC.

9 unchanged sentences

Note 17 — Quarterly Results (Unaudited)

Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2019 and 2018 :

Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2020 and 2019 which has been retroactively adjusted to reflect the Stock Dividends (see Note 1 — Organization for additional details):

Quarter Ended

(In thousands, except for share and per share data)

(In thousands, except for share and per share data) March 31,

2020 June 30,

2020 September 30,

3 unchanged sentences

Basic and diluted weighted average shares outstanding (1)

94,458,620 94,479,156 94,796,190 94,821,653

Basic and diluted net loss per share (1)

$ ( 0.26 ) $ ( 0.24 ) $ ( 0.11 ) $ ( 0.22 )

Quarter Ended

(In thousands, except for share and per share data)

(In thousands, except for share and per share data) March 31,

2019 June 30,

2019 September 30,

2019 December 31, 2019 (2)

Total revenues $ 88,718 $ 96,287 $ 95,440 $ 94,469

1 unchanged sentence

Basic and diluted weighted average shares outstanding (1)

95,417,626 94,276,398 94,419,591 94,592,579

Basic and diluted net loss per share (1)

(1) During the quarter ended December 31, 2019 , the Company recorded $ 33.3 million in impairment charges on real estate investments held for use.

$ ( 0.05 ) $ ( 0.06 ) $ ( 0.30 ) $ ( 0.51 )

(1) Retroactively adjusted for the effects of the Stock Dividends (see Note 1 — Organization ).

(2) During the quarter ended December 31, 2020 and 2019, the Company recorded $ 3.6 million and $ 33.3 million in impairment charges on real estate investments held for use.

See Note 3 — Real Estate investments, Net - Impairments for additional details.

1 unchanged sentence

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

The Company made the 2020 Tender Offer in response to an unsolicited offer to stockholders commenced on December 31, 2019.

The 2020 Tender Offer expired in accordance with the terms on February 7, 2020.

In accordance with the 2020 Tender Offer, the Company accepted for purchase 200,000 shares for a total cost of approximately $ 1.7 million , which was funded with available cash.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019

On February 26, 2020, the Company repurchased 505,101 shares of common stock for approximately $ 8.8 million , at an average price per share of $ 17.50 pursuant to the SRP.

Pursuant to the SRP, repurchases are to be made in respect of requests made during the periods when the SRP was active during the active periods under the SRP during the six months ending June 30, 2020 - the period from January 1, 2020 to January 8, 2020 and the period from February 26, 2020 up to and including June 30, 2020 - no later than July 31, 2020.

See Note 8 — Stockholders’ Equity for additional information on the SRP.

Subsequent to December 31, 2019, the Company acquired seven properties ( four MOBs and three SHOPs) with an aggregate base purchase price of $ 81.9 million excluding acquisition related costs.

Subsequent to December 31, 2019, the Company disposed of one MOB property for a contract sales price of $ 8.6 million .

LaSalle Tenant

As more fully discussed in Note 3 — Real Estate Investments, Net on October 30, 2019, the court entered into an order appointing a receiver of the LaSalle Tenants.

This receiver is empowered to replace the LaSalle Tenant with a new tenant and operator at the properties and on February 15, 2020, the receiver took operational control of the properties.

Credit Facility Amendment

On March 24, 2020, the Company entered into an amendment to its Credit Facility modifying provisions related to restrictions on the payment of dividends and other distributions to its stockholders.

See Note 5 — Credit Facilities, Net for further details.

Stock Dividend

On January 4, 2021, the Company declared a quarterly stock dividend of 0.01349 shares of the Company’s common stock on each share of the Company’s outstanding common stock.

The stock dividend was payable on January 15, 2021 to holders of record of the Company’s common stock at the close of business on January 11, 2021.

Michigan SHOP Transfer

During the first quarter of 2021, the Company completed the transfer of four properties to the buyer of its 11 Michigan properties sold in the fourth quarter of 2020.

See Note 3 — Real Estate Investments, Net for additional information.

CARES Act Grants

On March 8, 2021, the Company received $ 5.1 million in grants from the CARES Act.

Consistent with the Company’s policy on the accounting treatment of funds received through the CARES Act, these funds will be recorded as a reduction of property operating expenses to offset incurred COVID-19 costs.

There can be no assurance that the program will be extended or any further amounts received.

Healthcare Trust, Inc.

3 unchanged sentences

(In thousands)

Initial Costs

Subsequent to Acquisition

Encumbrances at

December 31, 2019

Gross Amount at

Initial Costs Subsequent to Acquisition

Property State Acquisition

Date Encumbrances at

December 31, 2020 Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31,2020 (1) (2)

Depreciation (3) (4)

Fresenius Medical Care - Winfield, AL

Adena Health Center - Jackson, OH

Ouachita Community Hospital - West Monroe, LA

CareMeridian - Littleton, CO

Oak Lawn Medical Center - Oak Lawn, IL

Surgery Center of Temple - Temple, TX

Greenville Health System - Greenville, SC

Stockbridge Family Medical - Stockbridge, GA

Arrowhead Medical Plaza II - Glendale, AZ

Village Center Parkway - Stockbridge, GA

Creekside MOB - Douglasville, GA

Bowie Gateway Medical Center - Bowie, MD

Campus at Crooks & Auburn Building D - Rochester Mills, MI

Berwyn Medical Center - Berwyn, IL

Countryside Medical Arts - Safety Harbor, FL

Andrews Medical Park - Venice, FL

Campus at Crooks & Auburn Building C - Rochester Mills, MI

Laguna Professional Center - Elk Grove, CA

UC Davis MOB - Elk Grove, CA

Estate at Hyde Park - Tampa, FL

Sunnybrook of Burlington - Burlington, IA

Sunnybrook of Carroll - Carroll, IA

Prairie Hills at Cedar Rapids - Cedar Rapids, IA

Prairie Hills at Clinton - Clinton, IA

Prairie Hills at Des Moines - Des Moines, IA

Sunnybrook of Fairfield - Fairfield, IA

Fresenius Medical Care - Winfield, AL (5) AL 5/10/2013 $ — $ 152 $ 1,568 $ — $ — $ 1,720 $ 353

Adena Health Center - Jackson, OH (5) OH 6/28/2013 — 242 4,494 — — 4,736 873

Ouachita Community Hospital - West Monroe, LA (5) LA 7/12/2013 — 633 5,304 — — 5,937 1,049

CareMeridian - Littleton, CO (5) CO 8/8/2013 — 976 8,900 — 111 9,987 2,560

Oak Lawn Medical Center - Oak Lawn, IL IL 8/21/2013 5,343 835 7,217 — — 8,052 1,620

Surgery Center of Temple - Temple, TX (5) TX 8/30/2013 — 225 5,208 — 432 5,865 992

Greenville Health System - Greenville, SC (5), (9) SC 10/10/2013 — 720 3,045 — — 3,765 569

Stockbridge Family Medical - Stockbridge, GA GA 2/21/2014 1,781 823 1,799 — 131 2,753 379

Arrowhead Medical Plaza II - Glendale, AZ AZ 2/21/2014 7,540 — 9,758 — 1,867 11,625 2,458

Village Center Parkway - Stockbridge, GA GA 2/21/2014 2,434 1,135 2,299 — 156 3,590 633

Creekside MOB - Douglasville, GA GA 4/30/2014 8,814 2,709 5,320 — 637 8,666 1,472

Bowie Gateway Medical Center - Bowie, MD MD 5/7/2014 9,153 983 10,321 — 81 11,385 1,878

Campus at Crooks & Auburn Building D - Rochester Mills, MI MI 5/19/2014 3,627 640 4,166 — 118 4,924 831

Berwyn Medical Center - Berwyn, IL (5) IL 5/29/2014 — 1,305 7,559 — — 8,864 1,298

Countryside Medical Arts - Safety Harbor, FL FL 5/30/2014 6,983 915 7,663 — 60 8,638 1,428

Andrews Medical Park - Venice, FL FL 5/30/2014 11,119 1,666 10,005 2 933 12,606 2,193

Campus at Crooks & Auburn Building C - Rochester Mills, MI MI 6/3/2014 3,831 609 3,893 — 130 4,632 810

Laguna Professional Center - Elk Grove, CA CA 7/15/2014 8,887 1,811 14,598 — 311 16,720 2,748

UC Davis MOB - Elk Grove, CA CA 7/15/2014 8,136 1,138 7,242 — 282 8,662 1,455

Estate at Hyde Park - Tampa, FL (7) FL 7/31/2014 20,116 1,777 20,308 — 660 22,745 3,950

Autumn Ridge of Clarkston - Clarkston, MI (7) MI 8/12/2014 19,245 655 19,967 — 38 20,660 3,809

Sunnybrook of Burlington - Burlington, IA (6) IA 8/26/2014 12,783 518 16,739 — 240 17,497 3,414

Sunnybrook of Carroll - Carroll, IA (6) IA 8/26/2014 6,144 473 11,263 — 36 11,772 2,086

Prairie Hills at Cedar Rapids - Cedar Rapids, IA (7) IA 8/26/2014 8,014 195 8,595 — 116 8,906 1,623

Prairie Hills at Clinton - Clinton, IA (6) IA 8/26/2014 10,759 890 18,882 — 47 19,819 3,653

Prairie Hills at Des Moines - Des Moines, IA (6) IA 8/26/2014 5,418 647 13,745 — 41 14,433 2,827

Sunnybrook of Fairfield - Fairfield, IA (5) IA 8/26/2014 — 340 14,115 — 233 14,688 2,871

Sunnybrook of Ft.

Madison - Ft.

Prairie Hills at Independence - Independence, IA

Madison, IA (5) IA 8/26/2014 — 263 3,931 — 203 4,397 452

Prairie Hills at Independence - Independence, IA (5) IA 8/26/2014 — 473 10,600 — 176 11,249 1,949

Sunnybrook of Mt.

Pleasant - Mt.

Sunnybrook of Muscatine - Muscatine, IA

Prairie Hills at Ottumwa - Ottumwa, IA

Prairie Hills at Tipton - Tipton, IA

Pleasant, IA (5) IA 8/26/2014 — 205 10,935 — 125 11,265 1,947

Sunnybrook of Muscatine - Muscatine, IA (6) IA 8/26/2014 11,989 302 13,840 — 145 14,287 2,614

Prairie Hills at Ottumwa - Ottumwa, IA (5) IA 8/26/2014 — 538 9,186 — 78 9,802 1,838

Prairie Hills at Tipton - Tipton, IA (5) IA 8/26/2014 — 306 10,409 — 33 10,748 1,812

Healthcare Trust, Inc.

3 unchanged sentences

(In thousands)

Initial Costs

Subsequent to Acquisition

Encumbrances at

December 31, 2019

Gross Amount at

Initial Costs Subsequent to Acquisition

Property State Acquisition

Date Encumbrances at

December 31, 2020 Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31,2020 (1) (2)

Depreciation (3) (4)

Liberty Court - Dixon, IL

The Atrium - Rockford, IL

Arrowhead Medical Plaza I - Glendale, AZ

Cardiovascular Consultants of Cape Girardeau MOB - Cape Girardeau, MO

Sunnybrook of Burlington - Land - Burlington, IA

Community Health MOB - Harrisburg, PA

Brady MOB - Harrisburg, PA

Landis Memorial - Harrisburg, PA

FOC II - Mechanicsburg, PA

FOC Clinical - Mechanicsburg, PA

FOC I - Mechanicsburg, PA

Copper Springs Senior Living - Meridian, ID

Addington Place of Brunswick - Brunswick, GA

Addington Place of Dublin - Dublin, GA

Allegro at Elizabethtown - Elizabethtown, KY

Addington Place of Johns Creek - Johns Creek, GA

Allegro at Jupiter - Jupiter, FL

Addington Place of Lee's Summit - Lee's Summit, MO

Addington Place at Mills - Roswell, GA

Addington Place of College Harbour - St Petersburg, FL

Allegro at Stuart - Stuart, FL

Allegro at Tarpon - Tarpon Springs, FL

Addington Place of Titusville - Titusville, FL

Liberty Court - Dixon, IL (5) IL 8/29/2014 — 119 1,998 — 37 2,154 423

Lakeside Vista - Holland, MI (6) MI 8/29/2014 6,128 378 12,196 — 420 12,994 2,324

The Atrium - Rockford, IL (5) IL 8/29/2014 — 164 1,746 — 237 2,147 213

Arrowhead Medical Plaza I - Glendale, AZ AZ 9/10/2014 4,571 — 6,447 — 1,311 7,758 1,341

Sunnybrook of Burlington - Land - Burlington, IA MO 9/23/2014 — 620 — — — 620 —

Community Health MOB - Harrisburg, PA (10) PA 9/26/2014 5,424 — 6,170 — — 6,170 996

Brady MOB - Harrisburg, PA (10) PA 9/26/2014 19,661 — 22,485 — — 22,485 3,545

Landis Memorial - Harrisburg, PA (5), (10) PA 9/26/2014 — — 32,484 — — 32,484 5,138

FOC II - Mechanicsburg, PA (10) PA 9/26/2014 16,136 — 16,473 — 132 16,605 2,982

FOC Clinical - Mechanicsburg, PA (10) PA 9/26/2014 17,695 — 19,634 — — 19,634 3,497

FOC I - Mechanicsburg, PA (10) PA 9/26/2014 8,204 — 8,923 — 155 9,078 1,713

Copper Springs Senior Living - Meridian, ID (5) ID 9/29/2014 — 498 7,130 — 101 7,729 1,771

Addington Place of Brunswick - Brunswick, GA (5) GA 9/30/2014 — 1,509 14,402 — 36 15,947 2,917

Addington Place of Dublin - Dublin, GA (5) GA 9/30/2014 — 403 9,281 — 115 9,799 2,036

Allegro at Elizabethtown - Elizabethtown, KY (5) KY 9/30/2014 — 317 7,290 — 232 7,839 1,719

Addington Place of Johns Creek - Johns Creek, GA (7) GA 9/30/2014 10,139 997 11,943 — 456 13,396 2,492

Allegro at Jupiter - Jupiter, FL (6) FL 9/30/2014 34,370 3,741 49,534 — 276 53,551 9,424

Addington Place of Lee's Summit - Lee's Summit, MO (7) MO 9/30/2014 17,187 2,734 25,008 — 309 28,051 4,772

Addington Place at Mills - Roswell, GA (5) GA 9/30/2014 — 1,000 8,611 — 2,205 11,816 2,139

Addington Place of College Harbour - St Petersburg, FL (5) FL 9/30/2014 — 3,791 8,684 — 1,392 13,867 2,657

Allegro at Stuart - Stuart, FL (6) FL 9/30/2014 49,069 5,018 60,575 — 625 66,218 11,807

Allegro at Tarpon - Tarpon Springs, FL (7) FL 9/30/2014 7,350 2,360 13,728 — 415 16,503 3,363

Addington Place of Titusville - Titusville, FL (6) FL 9/30/2014 12,423 1,379 13,976 — 414 15,769 3,112

Allegro at St.

Petersburg - Land - St.

Petersburg, FL

Gateway MOB - Clarksville, TN

Lutz Health and Rehabilitation Center - Lutz, FL

Addington at Wellington Green - Wellington, FL

Dyer Building - Dyer, IN

757 Building - Munster, IN

761 Building - Munster, IN

759 Building - Munster, IN

Schererville Building - Schererville, IN

Petersburg, FL FL 9/30/2014 — 3,045 — — — 3,045 —

Gateway MOB - Clarksville, TN (9) TN 10/3/2014 17,560 — 16,367 — 1,010 17,377 2,993

Addington at Wellington Green - Wellington, FL (5) (11) FL 10/17/2014 — 3,182 25,364 — ( 2,131 ) 26,415 1,002

Dyer Building - Dyer, IN (5) IN 10/17/2014 — 601 8,992 — 64 9,657 1,474

757 Building - Munster, IN (5) IN 10/17/2014 — 645 7,885 — — 8,530 1,272

761 Building - Munster, IN IN 10/17/2014 6,797 1,436 8,616 — 59 10,111 1,491

759 Building - Munster, IN IN 10/17/2014 8,271 1,101 8,899 — — 10,000 1,476

Schererville Building - Schererville, IN IN 10/17/2014 — 1,260 935 — 29 2,224 278

Meadowbrook Senior Living - Agoura Hills, CA (7) CA 11/25/2014 19,167 8,821 48,682 — 1,840 59,343 8,703

Healthcare Trust, Inc.

3 unchanged sentences

(In thousands)

Initial Costs

Subsequent to Acquisition

Encumbrances at

December 31, 2019

Gross Amount at

Initial Costs Subsequent to Acquisition

Property State Acquisition

Date Encumbrances at

December 31, 2020 Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31,2020 (1) (2)

Depreciation (3) (4)

Meadowbrook Senior Living - Agoura Hills, CA

Mount Vernon Medical Office Building - Mount Vernon, WA

Wellington at Hershey's Mill - West Chester, PA

Careplex West Medical Office Building - Hampton, VA

Hampton River Medical Arts Building - Hampton, VA

Eye Specialty Group Medical Building - Memphis, TN

Addington Place of Alpharetta - Alpharetta, GA

Addington Place of Prairie Village - Prairie Village, KS

Bloom MOB - Harrisburg, PA

Medical Sciences Pavilion - Harrisburg, PA

Wood Glen Nursing and Rehab Center - West Chicago, IL

Pinnacle Center - Southaven, MS

Paradise Valley Medical Plaza - Phoenix, AZ

Victory Medical Center at Craig Ranch - McKinney, TX

Rivershores Healthcare & Rehab Centre - Marseilles, IL

Morton Terrace Healthcare & Rehab Centre - Morton, IL

Morton Villa Healthcare & Rehab Centre - Morton, IL

The Heights Healthcare & Rehab Centre - Peoria Heights, IL

Colonial Healthcare & Rehab Centre - Princeton, IL

Capitol Healthcare & Rehab Centre - Springfield, IL

Acuity Specialty Hospital - Mesa, AZ

Acuity Specialty Hospital - Sun City, AZ

Addington Place of Shoal Creek - Kansas City, MO

Aurora Healthcare Center - Green Bay, WI

Aurora Healthcare Center - Greenville, WI

Aurora Healthcare Center - Kiel, WI

Aurora Healthcare Center - Plymouth, WI

Aurora Healthcare Center - Waterford, WI

Aurora Healthcare Center - Wautoma, WI

Arbor View Assisted Living and Memory Care - Burlington, WI

Advanced Orthopedic Medical Center - Richmond, VA

Palm Valley Medical Plaza - Goodyear, AZ

Mount Vernon Medical Office Building - Mount Vernon, WA (9) WA 11/25/2014 15,797 — 18,519 — 3 18,522 3,059

Wellington at Hershey's Mill - West Chester, PA (5) PA 12/3/2014 — 8,531 80,734 — 1,771 91,036 14,109

Careplex West Medical Office Building - Hampton, VA VA 12/3/2014 7,187 2,628 16,098 — 187 18,913 2,621

Hampton River Medical Arts Building - Hampton, VA (9) PA 12/3/2014 — — 18,083 — 146 18,229 3,170

Eye Specialty Group Medical Building - Memphis, TN TN 12/5/2014 8,475 775 7,223 — — 7,998 1,154

Addington Place of Alpharetta - Alpharetta, GA GA 12/10/2014 — 1,604 26,069 — 500 28,173 4,858

Addington Place of Prairie Village - Prairie Village, KS (7) KS 12/10/2014 14,812 1,782 21,869 — 356 24,007 4,240

Bloom MOB - Harrisburg, PA (10) PA 12/15/2014 15,322 — 15,928 — 175 16,103 2,605

Medical Sciences Pavilion - Harrisburg, PA (10) PA 12/15/2014 18,272 — 22,309 — — 22,309 3,438

Wood Glen Nursing and Rehab Center - West Chicago, IL (5) IL 12/16/2014 — 1,896 16,107 — — 18,003 3,647

Pinnacle Center - Southaven, MS MS 12/16/2014 7,085 1,378 6,547 — 573 8,498 1,344

Paradise Valley Medical Plaza - Phoenix, AZ AZ 12/29/2014 13,085 — 25,194 — 1,178 26,372 4,404

Victory Medical Center at Craig Ranch - McKinney, TX TX 12/30/2014 — 1,596 40,475 — 1,340 43,411 6,488

Rivershores Healthcare & Rehab Centre - Marseilles, IL (5) IL 12/31/2014 — 1,276 6,868 — — 8,144 1,653

Morton Terrace Healthcare & Rehab Centre - Morton, IL (5) IL 12/31/2014 — 709 5,649 — — 6,358 1,610

Morton Villa Healthcare & Rehab Centre - Morton, IL (5) IL 12/31/2014 — 645 3,687 — 87 4,419 1,000

The Heights Healthcare & Rehab Centre - Peoria Heights, IL (5) IL 12/31/2014 — 214 7,952 — — 8,166 2,007

Colonial Healthcare & Rehab Centre - Princeton, IL (5) IL 12/31/2014 — 173 5,871 — — 6,044 1,656

Capitol Healthcare & Rehab Centre - Springfield, IL (5) IL 12/31/2014 — 603 21,699 — 26 22,328 4,792

Acuity Specialty Hospital - Mesa, AZ (5) AZ 1/14/2015 — 1,977 16,203 — 543 18,723 2,713

Acuity Specialty Hospital - Sun City, AZ AZ 1/14/2015 — 2,329 15,795 — 279 18,403 2,602

Addington Place of Shoal Creek - Kansas City, MO (7) MO 2/2/2015 13,391 3,723 22,259 — 383 26,365 4,175

Aurora Healthcare Center - Green Bay, WI (5) WI 3/18/2015 — 1,130 1,678 — — 2,808 311

Aurora Healthcare Center - Greenville, WI (5) WI 3/18/2015 — 259 958 — — 1,217 188

Aurora Healthcare Center - Kiel, WI (5) WI 3/18/2015 — 676 2,214 — — 2,890 367

Aurora Healthcare Center - Plymouth, WI WI 3/18/2015 17,038 2,891 24,224 — — 27,115 4,029

Aurora Healthcare Center - Waterford, WI (5) WI 3/18/2015 — 590 6,452 — — 7,042 1,035

Aurora Healthcare Center - Wautoma, WI (5) WI 3/18/2015 — 1,955 4,361 — — 6,316 729

Arbor View Assisted Living and Memory Care - Burlington, WI (5) WI 3/31/2015 — 367 7,815 — 44 8,226 1,651

Advanced Orthopedic Medical Center - Richmond, VA VA 4/7/2015 15,390 1,523 19,229 — — 20,752 2,934

Palm Valley Medical Plaza - Goodyear, AZ AZ 4/7/2015 2,998 1,890 4,940 — 228 7,058 907

Physicians Plaza of Roane County - Harriman, TN TN 4/27/2015 6,293 1,746 7,842 — 32 9,620 1,276

Adventist Health Lacey Medical Plaza - Hanford, CA CA 4/29/2015 11,526 328 13,302 — 44 13,674 1,925

Healthcare Trust, Inc.

3 unchanged sentences

(In thousands)

Initial Costs

Subsequent to Acquisition

Encumbrances at

December 31, 2019

Gross Amount at

Initial Costs Subsequent to Acquisition

Property State Acquisition

Date Encumbrances at

December 31, 2020 Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31,2020 (1) (2)

Depreciation (3) (4)

Physicians Plaza of Roane County - Harriman, TN

Adventist Health Lacey Medical Plaza - Hanford, CA

Medical Center I - Peoria, AZ

Medical Center II - Peoria, AZ

Commercial Center - Peoria, AZ

Medical Center III - Peoria, AZ

Morrow Medical Center - Morrow, GA

Belmar Medical Building -Lakewood, CO

Conroe Medical Arts and Surgery Center - Conroe, TX

Medical Center V - Peoria, AZ

Legacy Medical Village - Plano, TX

Scripps Cedar Medical Center - Vista, CA

Nuvista Institute for Healthy Living - Jupiter, FL

Ramsey Woods Memory Care - Cudahy, WI

East Coast Square West - Cedar Point, NC

East Coast Square North - Morehead City, NC

Eastside Cancer Institute - Greenville, SC

Sassafras Medical Building - Erie, PA

Sky Lakes Klamath Medical Clinic - Klamath Falls, OR

Courtyard Fountains - Gresham, OR

Presence Healing Arts Pavilion - New Lenox, IL

Mainland Medical Arts Pavilion - Texas City, TX

Renaissance on Peachtree - Atlanta, GA

Fox Ridge Senior Living at Bryant - Bryant, AR

Fox Ridge Senior Living at Chenal - Little Rock, AR

Fox Ridge North Little Rock - North Little Rock, AR

Autumn Leaves of Cy-Fair - Houston, TX

Autumn Leaves of Meyerland - Houston, TX

Autumn Leaves of Clear Lake, Houston, TX

Autumn Leaves of The Woodlands - The Woodlands, TX

High Desert Medical Group Medical Office Building - Lancaster, CA

Northside Hospital - Canton, GA

Medical Center I - Peoria, AZ AZ 5/15/2015 3,085 807 1,115 — 513 2,435 741

Medical Center II - Peoria, AZ AZ 5/15/2015 — 945 1,330 — 5,023 7,298 1,125

Commercial Center - Peoria, AZ AZ 5/15/2015 3,254 959 1,110 — 635 2,704 375

Medical Center III - Peoria, AZ AZ 5/15/2015 2,137 673 1,651 — 811 3,135 659

Morrow Medical Center - Morrow, GA GA 6/24/2015 4,334 1,155 5,674 — 270 7,099 909

Belmar Medical Building -Lakewood, CO CO 6/29/2015 3,770 819 4,287 — 289 5,395 703

Addington Place - Northville, MI (7) MI 6/30/2015 13,287 440 14,975 — 303 15,718 2,569

Conroe Medical Arts and Surgery Center - Conroe, TX TX 7/10/2015 13,221 1,965 12,198 — 573 14,736 2,071

Medical Center V - Peoria, AZ AZ 7/10/2015 2,786 1,089 3,200 — 370 4,659 562

Legacy Medical Village - Plano, TX TX 7/10/2015 23,662 3,755 31,097 — 639 35,491 4,788

Scripps Cedar Medical Center - Vista, CA CA 8/6/2015 14,983 1,213 14,596 — 48 15,857 2,052

Nuvista Institute for Healthy Living - Jupiter, FL (11) FL 8/7/2015 — 8,586 54,051 ( 1,511 ) ( 7,939 ) 53,187 1,284

Ramsey Woods Memory Care - Cudahy, WI (5) WI 10/2/2015 — 930 4,990 — 29 5,949 925

East Coast Square West - Cedar Point, NC NC 10/15/2015 5,254 1,535 4,803 — 6 6,344 696

East Coast Square North - Morehead City, NC NC 10/15/2015 3,933 899 4,761 — 6 5,666 679

Eastside Cancer Institute - Greenville, SC (5) SC 10/22/2015 — 1,498 6,637 — 32 8,167 960

Sassafras Medical Building - Erie, PA PA 10/22/2015 2,315 928 4,629 — 3 5,560 611

Sky Lakes Klamath Medical Clinic - Klamath Falls, OR (5) OR 10/22/2015 — 433 2,623 — — 3,056 366

Courtyard Fountains - Gresham, OR (5) OR 12/1/2015 — 2,476 50,601 — 881 53,958 8,037

Presence Healing Arts Pavilion - New Lenox, IL (9) IL 12/4/2015 5,966 — 6,768 — 76 6,844 991

Mainland Medical Arts Pavilion - Texas City, TX TX 12/4/2015 6,174 320 7,923 — 305 8,548 1,266

Renaissance on Peachtree - Atlanta, GA (6) GA 12/15/2015 50,821 4,535 68,895 — 1,751 75,181 10,102

Fox Ridge Senior Living at Bryant - Bryant, AR AR 12/29/2015 7,133 1,687 12,936 — 544 15,167 2,811

Fox Ridge Senior Living at Chenal - Little Rock, AR AR 12/29/2015 16,390 6,896 20,579 — 163 27,638 3,732

Fox Ridge North Little Rock - North Little Rock, AR (9) AR 12/29/2015 10,170 — 19,265 — 261 19,526 3,199

Autumn Leaves of Cy-Fair - Houston, TX TX 12/31/2015 — 1,225 11,335 — 59 12,619 1,880

Autumn Leaves of Meyerland - Houston, TX TX 12/31/2015 — 2,033 13,411 — 21 15,465 2,123

Autumn Leaves of Clear Lake, Houston, TX TX 12/31/2015 — 1,599 13,194 — 18 14,811 2,181

Autumn Leaves of The Woodlands - The Woodlands, TX TX 12/31/2015 — 2,413 9,141 — 20 11,574 1,619

High Desert Medical Group Medical Office Building - Lancaster, CA CA 4/7/2017 7,480 1,459 9,300 — — 10,759 1,141

Northside Hospital - Canton, GA GA 7/13/2017 8,014 3,408 8,191 — 40 11,639 784

West Michigan Surgery Center - Big Rapids, MI (5) MI 8/18/2017 — 258 5,677 — — 5,935 502

Healthcare Trust, Inc.

3 unchanged sentences

(In thousands)

Initial Costs

Subsequent to Acquisition

Encumbrances at

December 31, 2019

Gross Amount at

Initial Costs Subsequent to Acquisition

Property State Acquisition

Date Encumbrances at

December 31, 2020 Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31,2020 (1) (2)

Depreciation (3) (4)

West Michigan Surgery Center - Big Rapids, MI

Camellia Walk Assisted Living and Memory Care - Evans, GA

Cedarhurst of Collinsville - Collinsville, IL

Arcadian Cove Assisted Living - Richmond, KY

Beaumont Medical Center - Warren, MI

DaVita Dialysis - Hudson, FL

DaVita Bay Breeze Dialysis Center - Largo, FL

Greenfield Medical Plaza - Gilbert, AZ

RAI Care Center - Clearwater, FL

Illinois CancerCare - Galesburg, IL

UnityPoint Clinic - Muscatine, IA

Camellia Walk Assisted Living and Memory Care - Evans, GA (6) GA 9/28/2017 12,563 1,854 17,372 — 822 20,048 2,001

Cedarhurst of Collinsville - Collinsville, IL (5), (8) IL 12/22/2017 — 1,228 8,652 — 113 9,993 819

Arcadian Cove Assisted Living - Richmond, KY (5), (8) KY 12/22/2017 — 481 3,923 — 63 4,467 420

Beaumont Medical Center - Warren, MI (5), (8) MI 12/22/2017 — 1,078 9,525 — 19 10,622 796

DaVita Dialysis - Hudson, FL (5), (8) FL 12/22/2017 — 226 1,979 — — 2,205 160

DaVita Bay Breeze Dialysis Center - Largo, FL (5), (8) FL 12/22/2017 — 399 896 — — 1,295 87

Greenfield Medical Plaza - Gilbert, AZ (5), (8) AZ 12/22/2017 — 1,476 4,144 — 48 5,668 357

RAI Care Center - Clearwater, FL (5), (8) FL 12/22/2017 — 624 3,156 — — 3,780 252

Illinois CancerCare - Galesburg, IL (5), (8) IL 12/22/2017 — 290 2,457 — — 2,747 221

UnityPoint Clinic - Muscatine, IA (5), (8) IA 12/22/2017 — 570 4,541 — 2 5,113 389

Lee Memorial Health System Outpatient Center - Ft.

Decatur Medical Office Building - Decatur, GA

(5), (8), (9)

Madison Medical Plaza - Joliet, IL

(5), (8), (9)

Woodlake Office Center - Woodbury, MN

Rockwall Medical Plaza - Rockwall, TX

MetroHealth Buckeye Health Center - Cleveland, OH

UnityPoint Clinic - Moline, IL

VA Outpatient Clinic - Galesberg, IL

Philip Professional Center - Lawrenceville, GA

Myers (5), (8) FL 12/22/2017 — 439 4,374 — 363 5,176 369

Decatur Medical Office Building - Decatur, GA (5), (8), (9) GA 12/22/2017 — 695 3,273 — — 3,968 295

Madison Medical Plaza - Joliet, IL (5), (8), (9) IL 12/22/2017 — — 16,855 — 37 16,892 1,267

Woodlake Office Center - Woodbury, MN (8) MN 12/22/2017 8,638 1,017 10,688 — 1,297 13,002 873

Rockwall Medical Plaza - Rockwall, TX (5), (8) MN 12/22/2017 — 1,097 4,582 — 182 5,861 403

MetroHealth Buckeye Health Center - Cleveland, OH (5), (8) OH 12/22/2017 — 389 4,367 — 5 4,761 347

UnityPoint Clinic - Moline, IL (5), (8) IL 12/22/2017 — 396 2,880 — 1 3,277 246

VA Outpatient Clinic - Galesberg, IL (5), (8) IL 12/22/2017 — 359 1,852 — — 2,211 181

Philip Professional Center - Lawrenceville, GA (8) GA 12/22/2017 5,780 1,285 6,714 — 169 8,168 577

Texas Children’s Hospital - Houston, TX

(5) TX 3/5/2018 — 1,368 4,428 — 116 5,912 484

Florida Medical Heartcare - Tampa, FL

(5) FL 3/29/2018 — 586 1,902 — — 2,488 215

Florida Medical Somerset - Tampa, FL

(5) FL 3/29/2018 — 61 1,366 — — 1,427 134

Florida Medical Tampa Palms - Tampa, FL

(5) FL 3/29/2018 — 141 1,402 — — 1,543 143

Florida Medical Wesley Chapel - Tampa, FL

(5) FL 3/29/2018 — 485 1,987 — — 2,472 228

Aurora Health Center - Milwaukee, WI

(5) WI 4/17/2018 — 1,014 4,041 — — 5,055 528

Vascular Surgery Associates - Tallahassee, FL

(5) FL 5/11/2018 — 902 5,383 — — 6,285 554

Glendale MOB - Farmington Hills, MI

(5) MI 8/28/2018 — 504 12,332 — — 12,836 904

Crittenton Washington MOB - Washington Township, MI

(5) MI 9/12/2018 — 640 4,090 — 43 4,773 351

Crittenton Sterling Heights MOB - Sterling Heights, MI

(5) MI 9/12/2018 — 1,398 2,695 — 181 4,274 280

Advocate Aurora MOB - Elkhorn, WI

(5) WI 9/24/2018 — 181 9,452 — — 9,633 762

Pulmonary & Critical Care Med - Lemoyne, PA

PA 11/13/2018 4,271 621 3,805 — — 4,426 442

Dignity Emerus Blue Diamond - Las Vegas, NV

NV 11/15/2018 13,966 2,182 16,594 — — 18,776 969

Healthcare Trust, Inc.

3 unchanged sentences

(In thousands)

Initial Costs

Subsequent to Acquisition

Encumbrances at

December 31, 2019

Gross Amount at

Initial Costs Subsequent to Acquisition

Property State Acquisition

Date Encumbrances at

December 31, 2020 Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31,2020 (1) (2)

1 unchanged sentence

Dignity Emerus Craig Rd - North Las Vegas, NV

NV 11/15/2018 18,780 3,807 22,803 — — 26,610 1,344

Greenfield MOB - Greenfield, WI

WI 1/17/2019 7,526 1,552 8,333 — 225 10,110 757

Milwaukee MOB - South Milwaukee, WI

WI 1/17/2019 4,136 410 5,041 — — 5,451 278

Francis WI MOB - St.

WI 1/17/2019 9,085 865 11,355 — 159 12,379 733

Lancaster Medical Arts MOB - Lancaster, PA

(5) PA 6/20/2019 — 85 4,417 — — 4,502 346

Women’s Healthcare Group MOB - York, PA

(5) PA 6/21/2019 — 624 2,161 — — 2,785 281

Pioneer Spine Sports - Northampton, MA

(5) MA 7/22/2019 — 435 1,858 — — 2,293 75

Pioneer Spine Sport - Springfield, MA

(5) MA 7/22/2019 — 333 2,530 — — 2,863 107

Pioneer Spine Sports - West Springfield, MA

(5) MA 7/22/2019 — 374 4,295 — — 4,669 176

Felicita Vida - Escondido, CA

Encumbrances on assets held for sale as of December 31, 2019:

Capital One Facility (2 properties)

KeyBank Facility (2 properties)

(5) CA 9/3/2019 — 1,677 28,953 — 17 30,647 1,098

Cedarhurst of Edwardsville - Edwardsville, IL IL 1/10/2020 — 321 9,032 — — 9,353 262

UMPC Sir Thomas Court - Harrisburg, PA (5) PA 1/17/2020 — 745 6,272 — — 7,017 157

UMPC Fisher Road - Mechanicsburg, PA (5) PA 1/17/2020 — 747 3,844 — — 4,591 105

Swedish American MOB - Roscoe, IL (5) IL 1/22/2020 — 599 5,862 — — 6,461 185

Cedarhurst of Sparta - Sparta, IL (5) IL 1/31/2020 — 381 13,807 — 22 14,210 405

UMPC Chambers Hill - Harrisburg, PA (5) PA 2/3/2020 — 498 4,238 — — 4,736 103

Cedarhurst of Shiloh - Shiloh, IL IL 3/13/2020 13,684 376 28,299 — 14 28,689 612

Bayshore Naples Memory Care - Naples, FL (5) FL 3/20/2020 — 3,231 17,112 — — 20,343 356

Circleville MOB - Circleville, OH (5) OH 12/7/2020 — 765 4,011 — — 4,776 9

$ 905,536 $ 214,160 $ 2,098,361 $ ( 1,509 ) $ 34,696 $ 2,345,708 $ 328,095

______________

Note - The above schedule excludes properties that are reflected as part of Assets Held for Sale at December 31, 2020.

Healthcare Trust, Inc.

and Subsidiaries

Real Estate and Accumulated Depreciation

December 31, 2020

(In thousands)

(1) Acquired intangible lease assets allocated to individual properties in the amount of $ 276.0 million are not reflected in the table above.

4 unchanged sentences

In addition, there were 7 unencumbered properties that are classified as held for sale as of December 31, 2019 (and therefore not included in the table above) that were part of the borrowing base of the Credit Facility.

(6) These properties collateralize the Capital One Facility, which had $ 212.5 million of outstanding borrowings as of December 31, 2020.

5 unchanged sentences

See Note 16 — Commitments and Contingencies for additional information.

The building amount represents to combined direct financing lease for the total asset as the land element was not required to be bifurcated under ASU 840.

(10) The building amount represents combined direct financing lease for the total asset as the land element was not required to be bifurcated under ASU 840.

See Note 16 — Commitments and Contingencies for additional information.

This property has been impaired as of December 31, 2019.

(11) The property has been impaired as of December 31, 2020.

See Note 3 — Real Estate Investments, Net “Assets Held for Use and Related Impairments” for additional information.

9 unchanged sentences

Additions-Acquisitions 98,364 80,980 121,244

Disposals (2)

Disposals, impairments and reclasses (2)

35,893 ( 166,156 ) ( 53,991 )

Balance at end of the year $ 2,345,708 $ 2,211,451 $ 2,296,627

2 unchanged sentences

Depreciation expense 63,393 64,731 62,595

Disposals (2)

Balance at end of the year

Disposals, impairments and reclasses (2)

4,303 ( 30,499 ) ( 6,699 )

Balance at end of the year $ 328,095 $ 260,399 $ 226,167

(1) Acquired intangible lease assets and related accumulated depreciation are not reflected in the table above.

Includes amounts relating to dispositions, impairment charges on assets held for sale and assets transferred to held-for-sale.

See Note 3 — Real Estate Investments, Net for additional information.

(2) Includes amounts relating to dispositions and impairment charges on assets held for sale for the years ended December 31, 2020, 2019 and 2018.

Amounts for the year ended December 31, 2020 include the reclassification of approximately $ 49.4 million and $ 8.7 million of assets and accumulated depreciation, respectively, that were previously classified as held-for-sale as of December 31, 2019 to real estate investments, at cost and accumulated depreciation during the year ended December 31, 2020.

For additional information on this reclassification during the year ended December 31, 2020, see Note 3 — Real Estate Investments .

See accompanying report of independent registered public accounting firm.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures