What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-18 compared with 2021-03-30 · 602 added, 583 removed, 1981 unchanged (37% of the section changed)

4 unchanged sentences

Our Chief Executive Officer and Chief Financial Officer, carried out an evaluation, together with other members of our management, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of December 31, 2020 at a reasonable level of assurance.

Based on such evaluation, our Chief

Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of December 31, 2021 at a reasonable level of assurance.

Management’s Annual Report on Internal Control over Financial Reporting

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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (“COSO”) in Internal Control-Integrated Framework (2013).

In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

Based on its assessment, our management concluded that, as of December 31, 2021, our internal control over financial reporting was effective based on those criteria.

4 unchanged sentences

Other Information.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance.

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

Articles Supplementary relating to the designation of shares of 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, dated October 4, 2021

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

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Third Amendment, dated December 6, 2019, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013

Fourth Amendment, dated September 15, 2020, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013

Fifth Amendment, dated May 7, 2021, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013

Sixth Amendment, dated October 4, 2021, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013

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

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First Amendment, dated as of April 9, 2018, to Amended and Restated Property Management and Leasing Agreement, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P., and Healthcare Trust Properties, LLC

Second Amendment, dated as of November 11, 2021, to Amended and Restated Property Management and Leasing Agreement, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P., and Healthcare Trust Properties, LLC

Indemnification Agreement, dated as of December 31, 2014, with Directors, Officers, Advisor and Dealer Manager

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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

Third Amendment to First Amended and Restated Senior Secured Credit Agreement, entered into as of November 12, 2021, among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., the other guarantor parties thereto, Keybank National Association and the other lenders party thereto

List of Subsidiaries of Healthcare Trust, Inc.

Consent of PricewaterhouseCoopers LLP

Consent of KPMG LLP

Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Michelson Non-Executive Chairman of the Board of Directors, Independent Director March 18, 2022

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

Kurtz (Principal Financial Officer and Principal Accounting Officer)

Lappetito Chief Financial Officer, Treasurer and Secretary March 18, 2022

Lappetito (Principal Financial Officer and Principal Accounting Officer)

/s/ Edward M.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Balance Sheets as of December 31, 202 1 and 20 20

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Financial Statement Schedule:

Schedule III — Real Estate and Accumulated Depreciation

Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2021

Report of Independent Registered Public Accounting Firm

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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.

and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive loss, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes and financial statement schedule 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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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 .

Those standards require that we plan and perform the audits 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.

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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.

As described in Note 3 to the consolidated financial statements, during the year ended December 31, 2021, the Company completed real estate acquisitions of $161.9 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.

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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

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 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

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.

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;

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We have served as the Company's auditor since 2019.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

HEALTHCARE TRUST, INC.

Opinion on the Consolidated Financial Statements

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 audit.

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 in accordance with the standards of the PCAOB.

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.

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.

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

Chicago, Illinois

March 13, 2019

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

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Operating lease right-of-use assets

13,912 14,351

Prepaid expenses and other assets (including $ 929 and $ 1,278 due from related parties as of December 31, 2021 and 2020, respectively)

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Derivative liabilities, at fair value 13,903 38,389

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

Accounts payable and accrued expenses (including $ 47 and $ 299 due to related parties as of December 31, 2021 and 2020, respectively)

42,709 42,271

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Stockholders’ Equity

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

7.375 % Series A cumulative redeemable perpetual preferred stock, $ 0.01 par value, 4,740,000 authorized as of December 31, 2021 and 2020;

3,977,144 and 1,610,000 issued and outstanding as of December 31, 2021 and 2020, respectively

7.125 % Series B cumulative redeemable perpetual preferred stock, $ 0.01 par value, 3,680,000 authorized as of December 31, 2021;

3,630,000 issued and outstanding as of December 31, 2021, none authorized, issued or outstanding as of December 31, 2020

Common stock, $ 0.01 par value, 300,000,000 shares authorized, 99,281,754 shares and 93,775,746 shares issued and outstanding as of December 31, 2021 and 2020, respectively

Additional paid-in capital 2,329,839 2,104,261

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370,438 406,714 415,492

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 before gain on sale of real estate investments ( 41,083 ) ( 25,102 ) ( 40,578 )

Gain on sale of real estate investments 3,648 5,230 8,790

Operating loss

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Interest and other income

Loss on non-designated derivatives

( 102 ) ( 68 ) ( 157 )

Gain (loss) on non-designated derivatives 37 ( 102 ) ( 68 )

Total other expenses

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Net loss ( 85,440 ) ( 75,510 ) ( 88,307 )

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

Net loss (income) attributable to non-controlling interests 260 ( 303 ) 393

Allocation for preferred stock ( 7,762 ) ( 2,968 ) ( 173 )

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Other comprehensive income (loss):

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

Unrealized gain (loss) on designated derivatives 25,332 ( 32,630 ) ( 11,625 )

Comprehensive loss attributable to common stockholders $ ( 67,610 ) $ ( 111,411 ) $ ( 99,712 )

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(In thousands, except share data)

Preferred Stock Common Stock Accumulated Other Comprehensive Income

Series A Preferred Stock Series B Preferred Stock Common Stock Accumulated Other Comprehensive Income (Loss)

Shares Par Value Number of

Shares Par Value Additional

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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 Series A 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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— — — — — — — — ( 78,685 ) ( 78,685 ) — ( 78,685 )

Dividends declared on preferred stock, $ 0.11 per share

— — — — — — — — ( 173 ) ( 173 ) — ( 173 )

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

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

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 — — — — — — ( 87 ) ( 87 ) — ( 87 )

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

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

Common stock issued through distribution reinvestment plan — — — — 875,986 9 14,595 — — 14,604 — 14,604

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

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

Distributions declared in common stock, $ 0.21 per share

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

Preferred stock dividends declared, $ 0.11 per share

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

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

Dividends declared on preferred stock, $ 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 )

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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

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

Common stock issued through distribution reinvestment plan — — 875,986 9 14,595 — — 14,604 — 14,604

Common stock repurchases — — ( 705,101 ) ( 7 ) ( 10,539 ) — — ( 10,546 ) — ( 10,546 )

Issuance of Series A Preferred Stock, net 2,367,144 24 — — — — 56,241 — — 56,265 — 56,265

Issuance of Series B Preferred Stock, net — — 3,630,000 36 — — 86,783 — — 86,819 — 86,819

Share-based compensation, net — — — — — — 1,329 — — 1,329 — 1,329

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— — — — 5,506,008 55 81,316 — ( 81,371 ) — — —

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

Dividends declared Series A Preferred Stock, $ 1.57 per share

— — — — — — — — ( 6,236 ) ( 6,236 ) — ( 6,236 )

Preferred stock dividends declared, $ 1.84 per share

Dividends declared on Series B Preferred Stock, $ 0.42 per share

— — — — — — — — ( 1,527 ) ( 1,527 ) — ( 1,527 )

Distributions to non-controlling interest holders — — — — — — — — — — ( 92 ) ( 92 )

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

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

Issuance of Series A Preferred OP Units — — — — — — — — — — 2,578 2,578

Net loss — — — — — — — — ( 85,180 ) ( 85,180 ) ( 260 ) ( 85,440 )

Unrealized loss on designated derivative — — — — — — — 25,332 — 25,332 — 25,332

Rebalancing of ownership percentage — — — — — — ( 91 ) — — ( 91 ) 91 —

Balance, December 31, 2021 3,977,144 $ 40 3,630,000 $ 36 99,281,754 $ 993 $ 2,329,839 $ ( 14,341 ) $ ( 1,282,871 ) $ 1,033,696 $ 6,704 $ 1,040,400

(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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Payments of deferred financing costs ( 1,490 ) ( 2,241 ) ( 19,532 )

Proceeds from issuance of preferred stock, net ( 1,016 ) 37,617 —

Proceeds from issuance of Series A Preferred Stock, net 56,265 ( 1,016 ) 37,617

Proceeds from issuance of Series B Preferred Stock, net 86,897 — —

Common stock repurchases — ( 10,539 ) ( 21,113 )

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Accrued capital expenditures (payable) — 1,287 —

Accrued offering costs on Series B Preferred Stock 78 — —

Mortgage assumed in acquisition — 13,883 —

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Note 1 — Organization

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”).

Healthcare Trust, Inc.

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

(the “OP”) and its subsidiaries, 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 and other healthcare-related buildings (“MOBs”), and senior housing operating properties (“SHOPs”).

Prior to December 31, 2021, the Company reported in three reportable segments, see Note 15 —Segment Reporting for additional information.

As of December 31, 2021, the Company owned 202 properties located in 33 states and comprised of 9.2 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.

Substantially all of the Company’s business is conducted through the OP 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”).

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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.

As of December 31, 2021, the Company owned 54 seniors housing properties under the REIT Investment Diversification and Empowerment Act (“RIDEA”) structure in its SHOP segment.

Under RIDEA, a REIT may lease qualified healthcare properties on an arm’s length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such subsidiary by a person who qualifies as an eligible independent contractor.

The Company operates in two reportable business segments for management and internal financial reporting purposes:

MOBs and SHOPs.

In its MOB operating segment, the Company owns, manages, and leases single and multi-tenant MOBs where tenants are required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent.

The Property Manager or third party managers manage the Company’s MOBs.

In its SHOP segment, the Company invests in seniors housing properties using the RIDEA structure.

As of December 31, 2021, the Company had six eligible independent contractors operating 54 SHOPs (not including two land parcels).

All of the Company’s properties across both business segments are located throughout the United States.

Since October 2020, the Company has declared and paid quarterly dividends solely in shares of its common stock during the periods described in more detail below (the “Stock Dividends”).

Stock Dividends issued in October 2020 and January 2021 were equal to 0.01349 shares of common stock on each share of outstanding common stock.

The Stock Dividends issued in April 2021, July 2021, October 2021 and January 2022 were equal to 0.014655 shares of common stock on each share of outstanding common stock.

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 has issued an aggregate of 6,754,203 shares in respect to the Stock Dividends.

No other additional shares of common stock were issued during the year ended December 31, 2021.

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 0.08871 shares for every share outstanding resulting from the Stock Dividends, and are noted as such throughout the accompanying financial statements and notes.

On March 31, 2021, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2020.

The Company’s previous Estimated Per-Share NAV was as of December 31, 2019.

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.

The Estimated Per-Share NAV published on March 31, 2021 has not been adjusted since publication and will not be adjusted until the board of directors (the “Board”) determines a new Estimated Per-Share NAV which is expected in early April 2022.

Issuing 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 increases when shares of common stock are issued in respect of a stock dividend;

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

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.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

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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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

The COVID-19 pandemic has had, and another pandemic in the future could have, impacts across many sectors and areas of the global economy and financial markets, leading to significant adverse impacts on economic activity including volatility in financial markets.

The impact of the COVID-19 pandemic has evolved rapidly.

In many states and cities where our properties are located, measures including “shelter-in-place” or “stay-at-home” orders issued by local, state and federal authorities for much of 2020 and early part of 2021 and social distancing measures have resulted in closure and limitations on the operations of many businesses and organizations.

While strict “shelter-in-place” and similar orders have generally been lifted, continued limitations on indoor occupancy or other restrictions applicable to in-person operations have been and may in future be re-instituted in some jurisdictions as rates of infection increase in those locations, including in light of the current spread of the Delta and Omicron variants and other potentially more contagious variants of the SARS-CoV-2 virus.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2021

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.

COVID-19 pandemic continues, it is highly uncertain to what extent and when any such continuing restrictions will be lifted in various jurisdictions and could depend on numerous factors, including vaccination rates among the population, the effectiveness of COVID-19 vaccines against these variants and the response by governmental bodies and regulators.

Our tenants and SHOP properties operate businesses that require in-person interactions with their patients and residents.

Even for businesses that have not closed or have closed and reopened, concern regarding the transmission of COVID-19 has impacted, and will likely continue to impact, the willingness of persons to, among other things, live in or use facilities at our properties, and impact the revenues generated by our tenants which may further impact the ability of our tenants to pay their rent obligations to us when due.

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, 2021, 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, 2021 inherently less certain than they would be absent the current and potential impacts of COVID-19.

Actual results may ultimately differ from those estimates.

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.

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

In August 2020 and November 2021, 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.

The COVID-19 pandemic has impacted global economic activity.

Our ability to lease space and negotiate and maintain favorable rents and the results of operations at our SHOPs could also continue to be negatively impacted by a prolonged recession in the U.S.

economy as could the rates charged to residents at our SHOPs.

Moreover, the demand for leasing space at our MOB properties could decline further negatively impacting occupancy percentage, revenue and net income.

Additionally, downturns or stagnation the U.S.

housing market as a result of an economic downturn could adversely affect the ability, or perceived ability, of seniors to afford the resident fees and services at our seniors housing properties.

Starting in March 2020, the COVID-19 pandemic and measures to prevent its spread began to affect us in a number of ways that vary by operating segment.

COVID-19 Impact — MOB Segment

The financial stability and overall health of our tenants is critical to our business.

The negative effects that the global pandemic has had on the economy includes the closure or reduction in occupancy activity at some of our MOBs.

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

We experienced delays in rent collections in the second, third and fourth quarters of 2020, although collections have been approximately 100 % of original cash rent for the MOB segment throughout the year ended December 31, 2021.

We have taken a proactive approach to achieve mutually agreeable solutions with its tenants and in some cases, during the year ended December 31, 2020, we executed lease amendments providing for deferral of rent.

During the year ended December 31, 2021, the Company did not enter into any rent deferral agreements with any of its tenants, and all amounts previously deferred under prior rent deferral agreements have been collected.

For accounting purposes, in accordance with ASC 842:

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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.

Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

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.

COVID-19 Impact — SHOP Segment

In the Company’s SHOP portfolio, occupancy had trended lower since March 2020 and the declines only recently began to level off in June 2021.

Government policies and implementation of infection control best practices materially limited or closed communities to new resident move-ins which has affected the Company’s ability to fill vacancies.

The Company also experienced lower inquiry volumes and reduced in-person tours during the pandemic.

At the SHOP facilities, the Company generally bears these cost increases, which were partially offset by funds received under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), and to a lesser extent, cost recoveries for personal protective equipment from residents.

See below for additional information on the CARES Act.

These trends accelerated beginning in the second quarter of 2020, continued into early 2021 until stabilizing in the third quarter, and are expected to improve in 2022.

Future developments in the course of the pandemic may cause further adverse impacts to the Company’s occupancy and cost levels, and these trends may continue to impact the Company and have a material adverse effect on its revenues and income in the other quarters.

While the development of COVID vaccines may limit that effect, the effectiveness of vaccines and the willingness to receive vaccines are highly uncertain and cannot be predicted with confidence.

The financial impact of the COVID-19 pandemic on the Company has been partially offset by funds received under the CARES Act.

The Company received $ 5.1 million and $ 3.6 million in these funds during the years ended December 31, 2021 and 2020, respectively.

The Company considers these funds to be a grant contribution from the government.

The full amounts received were recognized as a reduction of property operating expenses in our consolidated statement of operations for the years ended December 31, 2021 and 2020, respectively, to partially offset the incurred COVID-19 expenses.

In addition, the Company has applied for additional funds, however, those applications have not yet been approved.

There can be no assurance that the program will be extended or any further amounts received under currently effective or potential future government programs.

Revenue Recognition

The Company’s revenues, which are derived primarily from lease contracts, include rent received from tenants in MOBs and triple-net leased healthcare facilities.

The Company’s revenues, which are derived primarily from lease contracts, include rent received from tenants in its MOBs.

As of December 31, 2021, these leases had a weighted average remaining lease term of 4.9 years.

Rent from tenants in the Company’s MOB and triple-net leased healthcare facilities operating segments (as discussed below) is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease.

Rent from tenants in the Company’s MOB operating segment (as discussed below) is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease.

Because many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants on a straight-line basis, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease.

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The Company defers the revenue related to lease payments received from tenants in advance of their due dates.

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.

Tenant revenue also includes operating expense reimbursements which generally increase with the increase in property operating and maintenance expenses in our MOB segment.

In addition to base rent, dependent on the specific lease, tenants are generally required to pay either (i) their pro rata share of property operating and maintenance expenses, which may be subject to expense exclusions and floors or (ii) the their share of increases in property operating and maintenance expenses to the extent they exceed the properties’ expenses for the base year of the respective leases.

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.

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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

Also included in revenue from tenants is fees for ancillary revenue from non-residents of $ 3.5 million $ 13.3 million, and $ 15.4 million for the years ended December 31, 2021, 2020, and 2019, respectively.

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

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December 31, 2021

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.

The decline in ancillary revenue since the year ended December 31, 2019 is primarily due to the Company’s dispositions of its SNF properties in Lutz and Wellington, Florida, which were sold in November 2020 and May 2021, respectively.

The Company defers the revenue related to lease payments received from tenants and residents in advance of their due dates.

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Properties are no longer depreciated when they are classified as held for sale.

There were $ 0.1 million and $ 70.8 million in real estate investments held for sale as of December 31, 2020 and 2019, respectively (see Note 3 — Real Estate Investments, Net to the consolidated financial statements included in this Annual Report on Form 10-K for additional information).

There were no real estate investments held for sale as of December 31, 2021 and there were $ 0.1 million in real estate investments held for sale as of December 31, 2020 (see Note 3 — Real Estate Investments, Net to the consolidated financial statements included in this Annual Report on Form 10-K for additional information).

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

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Reportable Segments

The Company has determined that it has three reportable segments, with activities related to investing in MOBs, triple-net leased healthcare facilities, and seniors housing properties.

As of December 31, 2021, the Company has determined that it has two reportable segments, with activities related to investing in MOBs and SHOPs.

Management evaluates the operating performance of the Company’s investments in real estate and seniors housing properties on an individual property level.

For additional information see Note 15 — Segment Reporting .

Depreciation and Amortization

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Non-controlling Interests

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.

The non-controlling interests represent the portion of the common and preferred 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.

Non-controlling interests are allocated a share of net income or loss based on their share of equity ownership, including any preferential amounts.

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

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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;

Because of the Company’s TRS's recent operating history of taxable 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 $ 4.2 million as of December 31, 2021.

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As of December 31, 2021, the Company’s consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $ 13.3 million at December 31, 2021 (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.

Carryforwards from 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, 2021, the Company had a deferred tax asset of $ 4.2 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.

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

The following table details the composition of the Company’s tax (expense) benefit for the years ended December 31, 2021, 2020 and 2019, which includes U.S.

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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

Funds provided under the program were to be used for the preparation, prevention, and medical response to COVID-19, and were designated to reimburse providers for healthcare related expenses and lost revenues attributable to COVID-19.

The Company received

HEALTHCARE TRUST, INC.

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December 31, 2021

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.

$ 3.6 million in these funds during the year ended December 31, 2020, related to four of its SHOPs.

During the year ended December 31, 2021, the Company received an additional $ 5.1 million in funding from CARES Act grants.

The Company considered the funds to be a grant contribution from the government and 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.

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

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Adopted as of January 1, 2019

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606 ), and has since issued several additional amendments thereto (collectively referred to herein as “ASC 606”).

ASC 606 establishes a comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

Under ASC 606, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017.

A reporting entity may apply the amendments in ASC 606 using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or a full retrospective approach.

The Company adopted this guidance effective January 1, 2018 under the modified retrospective approach and it did not have an impact on the Company’s consolidated financial statements.

See above for further information on the Company’s Revenue Recognition Accounting Policies under ASC 606.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10):

Recognition and Measurement of Financial Assets and Financial Liabilities.

The revised guidance amends the recognition and measurement of financial instruments.

The new guidance significantly revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value.

Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments.

The Company adopted this guidance effective January 1, 2018, using the modified retrospective transition method, and there was no impact to the Company's consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230):

Classification of Certain Cash Receipts and Cash Payments, which provides guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities.

Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments.

The Company adopted the new guidance on January 1, 2018 and it did not have an impact on its consolidated statement of cash flows.

In January 2017, the FASB issued ASU No.

2017-01, Business Combinations (Topic 805):

Clarifying the Definition of a Business (“ASU 2017-01”) , which revises the definition of a business.

This new guidance is applicable when evaluating whether an acquisition should be treated as either a business acquisition or an asset acquisition.

Under the revised guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset or group of similar assets, the assets acquired would not be considered a business.

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

The Company expects, based on historical property acquisitions, that in most cases, a future property acquired after adoption will be treated as an asset acquisition rather than a business acquisition, which will result in the capitalization of related transaction costs.

The Company has evaluated the impact of this new guidance beginning in the first quarter of 2018, and determined that it did not have a material impact on the Company’s consolidated financial statements.

All acquisition costs incurred during the years ended December 31, 2020 and 2019 were capitalized since our acquisitions during the years were all classified as asset acquisitions.

In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20):

Clarifying the Scope of Assets Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which provides guidance related to partial sales of non-financial assets, eliminates rules specifically addressing the sales of real estate, clarifies the definition of in substance non-financial assets, removes the exception to the financial asset derecognition model and clarifies the accounting for contributions of non-financial assets to joint ventures.

The Company adopted this guidance effective January 1, 2018 using the modified transition method and it did not have an impact on its financial statements.

The Company expects that any future sales of real estate in which the Company retains a non-controlling interest in the property would result in the full gain amount being recognized at the time of the partial sale.

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

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

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

Scope of Modification Accounting, which provides guidance that clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting.

The update states that modification accounting should be used unless the fair value of the award, the vesting terms of the award, and the classification of the award as either equity or liability, all do not change as a result of the modification.

The Company adopted this guidance effective January 1, 2018 using the modified retrospective transition method and it did not have an impact on its consolidated financial statements.

The Company expects that any future modifications to the Company’s issued share-based awards will be accounted for using modification accounting, unless the modification meets all of the exception criteria noted above.

As a result, the modification would be treated as an exchange of the original award for a new award, with any incremental fair value being treated as additional compensation cost.

Adopted as of January 1, 2019

2016-02 - Leases

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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

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.

HEALTHCARE TRUST, INC.

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December 31, 2021

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.

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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

Adopted as of January 1, 2021:

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).

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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

The standard allows for either modified or full retrospective transition methods.

The Company adopted the new guidance on January 1, 2021 and determined it did not have a material impact on its consolidated financial statements.

HEALTHCARE TRUST, INC.

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December 31, 2021

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

Not yet Adopted as of December 31, 2021

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

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Property Acquisitions and Development Costs

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

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

The Company owned 202 properties as of December 31, 2021.

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.

During the year ended December 31, 2021, the Company, through wholly-owned subsidiaries of the OP, completed its acquisitions of five multi-tenant MOBs and 12 single tenant MOBs for an aggregate contract purchase price of $ 160.2 million.

All acquisitions in 2021, 2020 and 2019 were considered asset acquisitions for accounting purposes.

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:

The following table presents the allocation of the assets acquired and liabilities assumed, as well as development costs during the years ended December 31, 2021, 2020 and 2019:

Year Ended December 31,

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

Issuance of Series A Preferred OP Units ( 2,578 ) — —

Cash paid for real estate investments, including acquisitions $ 159,300 $ 94,984 $ 91,998

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_______________

(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

In August 2015, the Company entered into an asset purchase agreement and development agreement to acquire land and construction in progress, and subsequently fund the remaining construction, of a development property in Jupiter, Florida for $ 82.0 million.

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

(1) Weighted-average remaining amortization periods for in-place leases, above-market leases and below market leases acquired were 11.2 , 10.2 years and 8.5 years, respectively, as of December 31, 2021.

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

Significant Tenants

As of December 31, 2021, 2020 and 2019, the Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10% or greater of total annualized rental income on a straight-line basis for the portfolio.

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, 2021, 2020 and 2019:

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December 31, 2021

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 (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 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

As of December 31, 2020, 2019 and 2018, the Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10% or greater of total annualized rental income on a straight-line basis for the portfolio.

State 2021 2020 2019

17.7 % 20.6 % 25.2 %

Georgia * * 10.1 %

* 10.9 % 13.1 %

Pennsylvania * 10.4 *

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* 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.

(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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

(1) In May 2021, the Company’s skilled nursing facility in Wellington, Florida, and the Company’s development property in Jupiter, Florida were sold.

In December 2020, the Company’s skilled nursing facility in Lutz, Florida was sold.

(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 were transferred to the buyer during the first quarter of 2021.

Intangible Assets and Liabilities

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Refer to Note 2 — Summary of Significant Accounting Policies for additional details.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

The following table provides the projected amortization and adjustments to revenue from tenants for the next five years:

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Total to be added to revenue from tenants $ 811 $ 1,044 $ 905 $ 767 $ 639

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

The following table summarizes the properties sold during the years ended December 31, 2021, 2020 and 2019:

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2021 Dispositions:

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

Michigan SHOPs ( 11 properties) (1)

Hampton River Portfolio ( two properties)

December 21, 2021 $ 37,800 $ 1,323

NuVista Jupiter (1)

May 14, 2021 65,000 2,383

Wellington Green (2)

May 14, 2021 30,750 114

Michigan SHOPs ( four properties) (3)

January 15, 2021 — ( 172 )

Totals $ 133,550 $ 3,648

2020 Dispositions:

December 15, 2020 $ 20,000 $ 3,832

Michigan SHOPs ( seven properties) (3)

November 2, 2020 11,750 ( 908 )

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2019 Dispositions:

New York Six MOBs ( 1 property)

New York Six MOBs ( one property)

August 22, 2019 $ 13,600 $ 2,883

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August 1, 2019 3,600 ( 152 )

New York Six MOBs ( 5 properties)

New York Six MOBs ( five properties)

February 6, 2019 45,000 6,059

Totals $ 62,200 $ 8,790

2018 Dispositions:

Missouri SNF Properties (1)

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

(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).

(1) Impairment charges of $ 14.6 million and $ 19.8 million were recorded during the years ended December 31, 2020 and 2019, respectively.

(2) Impairment charges of $ 0.9 million, $ 2.3 million and $ 9.9 million were recorded during the years ended December 31, 2021, 2020 and 2019, respectively.

(3) Impairment charges of $ 19.6 million and $ 22.6 million were recorded during the years ended December 31, 2020 and 2019, respectively.

The contract sales price for all 11 properties was received in November of 2020.

Loss on sale amounts relate to the properties transferred at the respective dates.

(4) Impairment charges of $ 3.6 million were recorded during the year ended December 31, 2019.

(5) Impairment charges of $ 19,000 were recorded during the year ended December 31, 2019.

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.

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2021 Dispositions

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

During the fourth quarter of 2021, the Company sold two MOBs in Virginia for an aggregate contract purchase price of $ 37.8 million, which resulted in gains on sale of $ 1.3 million.

These gains are included in the consolidated statement of operations for the year ended December 31, 2021.

No impairments were previously recorded on these properties.

During the second quarter of 2021, the Company sold its skilled nursing facility in Wellington, Florida and its development property in Jupiter, Florida, which resulted in gains on sale of $ 0.1 million and $ 2.4 million, respectively.

These gains are included in the consolidated statement of operations for the year ended December 31, 2021.

The Company had previously recorded impairments on these properties (see dispositions table above).

During the first quarter of 2021, the Company transferred four SHOP properties located in Michigan to the buyer at a second closing, and $ 0.8 million held in escrow was released to the buyer.

This amount had been placed in escrow at the first closing of the transaction during the year ended December 31, 2020 when the purchase price for all 11 properties sold in the transaction was received from the buyer.

The Company recorded a loss on sale of $ 0.2 million related to this transaction in the year ended December 31, 2021.

The Company had previously recorded impairments on these properties (see dispositions table above).

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, 2021.

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

The Company had previously recorded impairments on these properties (see dispositions table above).

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

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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.

The Company had previously recorded impairments on these properties (see dispositions table above).

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 $ 2.3 million.

2019 Dispositions

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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.

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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.

No impairments were previously recorded on these properties.

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.

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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.

In connection with this amendment, the Company recognized an impairment

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December 31, 2021

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.

2018 Dispositions

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.

The following is a summary of impairments taken during the years ended December 31, 2021, 2020 and 2019:

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

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December 31, 2020

Balance Sheet Details - Assets Held for Sale

The following table details the major classes of assets associated with the properties that have been classified as held for sale as of December 31, 2020 and 2019:

There were no properties classified as held for sale as of December 31, 2021.

The following table details the major classes of assets associated with the properties that have been classified as held for sale as of December 31, 2020:

(In thousands) 2020 (1)

Land $ 145 $ 4,051

Buildings, fixtures and improvements ( 55 )

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(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.

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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;

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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.

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December 31, 2021

of December 31, 2020, of the four Michigan SHOPs that were 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

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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.

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December 31, 2020

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

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.

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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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.

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 were sold in May 2021.

The Company used the proceeds of the sales to repay amounts outstanding under its Revolving Credit Facility.

Held for Use Impairments — 2021

On April 30, 2021, the Company amended the PSA which reduced the sales price of the skilled nursing facility in Wellington, Florida to $ 30.7 million.

In connection with this amendment to the PSA, the Company determined that the fair value had declined as of March 31, 2021 and the Company recognized an impairment charge of $ 0.9 million during the first quarter of 2021, which is included in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021.

During the second quarter of 2021, the Company began to actively consider plans to sell a property located in Sun City, Arizona.

As a result of changes to the Company’s expected holding period, the Company determined that projected cash flows,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

on an undiscounted basis over its intended holding period, did not recover the carrying value of the property.

During July 2021, the Company entered into a non-binding letter of intent to sell the property and as a result, the Company determined that the fair market value of the property had declined and recorded an impairment charge of $ 6.1 million during the second quarter of 2021, which is included in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021.

The LaSalle Tenant

On July 1, 2020, the Company transitioned four triple-net leased properties in Texas (collectively, the “LaSalle Properties”) from the former 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.

During 2019, The LaSalle Group Inc., a guarantor of certain of the lease obligations of prior tenants (collectively, the “LaSalle Tenant”), filed for voluntarily relief under chapter 11 of the United States Bankruptcy Code.

The Company has filed proofs of claims related to amounts previously awarded to it from the bankruptcy proceeding, however, the Company has no amounts due from the LaSalle Tenant in its consolidated balance sheets as of December 31, 2021 and December 2020 as the Company does not believe recovery is likely against the LaSalle Tenant.

During the third quarter of 2021, the Company began to actively market the LaSalle Properties for sale, and a non-binding letter of intent was signed in the fourth quarter for an aggregate contract sales price of $ 12.4 million.

As a result of changes to the Company’s expected holding period, the Company determined that projected cash flows, on an undiscounted basis over its intended holding period, did not recover the carrying value of the properties and concluded that the properties were impaired.

The fair value measurement was determined by estimated discounted cash flows using three significant unobservable inputs, including the cash flow discount rate, terminal capitalization rate, and the estimated stabilized occupancy range.

The Company recorded an impairment charge of $ 34.0 million during the year ended December 31, 2021 which is included in the consolidated statement of operations and comprehensive income.

There can be no assurance that the sale of these properties will close on the terms contained in the purchase and sale agreement, if at all.

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.

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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

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.

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

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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 $ 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.

Subsequently, the LaSalle Group Inc., a guarantor of certain of the LaSalle Tenant’s lease obligations (the “LaSalle Guarantor”), filed for voluntarily relief under chapter 11 of the United States Bankruptcy Code.

The Company severed its claims against the LaSalle Guarantor from the action against the LaSalle Tenant.

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 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 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.

Subsequent to the entry into the Order, the Company, its designated third-party operator and the NuVista Tenant transitioned operations at the property to the Company’s designated third-party operator.

The Company’s designated third-party operator received its license to operate the facility on April 1, 2019 and is in operational control of the property.

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 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.

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December 31, 2020

Note 4 — Mortgage Notes Payable, Net

The following table reflects the Company’s mortgage notes payable as of December 31, 2021 and 2020:

Portfolio Encumbered Properties (1)

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

Portfolio Encumbered Properties Outstanding Loan Amount as of December 31, Effective Interest Rate (1) as of December 31,

Interest Rate

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1 13,384 13,684 4.34 % 4.34 % Fixed March 2026

BMO CMBS 9 42,750 — 2.89 % — % Fixed Dec.

Gross mortgage notes payable 77 591,841 550,361 3.82 % 3.94 %

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Mortgage notes payable, net $ 584,239 $ 542,698

(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).

(1) Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2021 and December 31, 2020.

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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.

On November 15, 2021, the Company, entered into a $ 42.8 million loan agreement (the “BMO MOB Loan”) with Bank of Montreal (“BMO”).

The BMO MOB Loan requires monthly interest-only payments, with the principal balance due on the maturity date.

The BMO MOB Loan permits BMO to securitize the entire BMO MOB Loan or any portion thereof.

At the closing of the BMO MOB Loan, the net proceeds after accrued interest and closing costs were used to (i) repay approximately $ 37.0 million of indebtedness under the Revolving Credit Facility, under which nine of the properties were

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included as part of the borrowing base prior to the BMO MOB Loan, (ii) fund approximately $ 2.5 million in deposits required to be made at closing into reserve accounts required under the loan agreement.

The remaining $ 2.4 million net proceeds available to the Company are to be used for general corporate purposes, including future acquisitions.

Fox Ridge Refinancing

On January 29, 2021, the Company entered into interest rate reduction modifications (the “Fox Ridge Modifications”) for two of its mortgages secured by the Fox Ridge Chenal and Fox Ridge North Little Rock properties which reduced the interest rate on both mortgages.

Prior to the Fox Ridge Modifications, the mortgages bore interest at an effective rate of 3.98 % per annum which was reduced to an effective rate of 2.95 % per annum.

Capital One MOB Loan

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The amendment and restatement of the MOB Loan was considered an extinguishment of the old loan and a new loan agreement.

Accordingly, fees and expense for the new loan have been capitalized and the unamortized fees relating to the old loan of approximately $ 3.0 million were written off as a charge to interest expense in the statement of operations for the year ended December 31, 2019.

Accordingly, fees and expense for the new loan have been capitalized and the unamortized fees relating to the old

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December 31, 2021

loan of approximately $ 3.0 million were written off as a charge to interest expense in the statement of operations for the year ended December 31, 2019.

Multi-Property CMBS Loan

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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 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.

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

Note 5 — Credit Facilities, Net

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(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).

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

(8) 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.

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

If no “Pay-fixed” swaps are allocated, the effective interest rate below represents the variable rate (or contractual floor if appropriate) and the applicable margin in effect as of December 31, 2021 and 2020.

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

(10) The Company has interest “Pay-fixed” swaps which are designated as cash flow hedges on outstanding combined borrowings.

To present average rates in the table above, the Company historically allocated the $ 50.0 million notional amount of a “Pay-fixed” swap to its Revolving Credit Facility with any remaining notional amounts applied to its Capital One Fannie Mae Facility.

As of December 31, 2021, all $ 50.0 million of the “Pay-fixed” swap was allocated to the Capital One Fannie Mae Facility because there were no outstanding borrowings under the Revolving Credit Facility.

As of December 31, 2020, all $ 50.0 million of the ‘Pay-fixed” swap was allocated to the Revolving Credit Facility.

All other “Pay-fixed” swaps were allocated to the Capital One MOB mortgage loan and the Term Loan consistently for both December 31, 2021 and 2020.

As of December 31, 2021, 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 $ 1.0 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.

Unencumbered real estate investments, at cost as of December 31, 2021 was $ 110.4 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

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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.

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 added to the borrowing base of the Credit Facility, and any net proceeds from the dispositions of any unencumbered properties must be used to repay amounts outstanding under the Revolving Credit Facility.

Credit Facility

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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 amount available for future borrowings under the Revolving Credit Facility is based on either the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, or satisfying 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.

As of December 31, 2021, $ 150.0 million was outstanding under the Term Loan, and no amounts were outstanding under the Revolving Credit Facility.

The unused borrowing availability under the Revolving Credit Facility was $ 236.6 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.

Pursuant to the terms of the Company’s amended Credit Facility 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 % and the Covenant Relief Period has terminated (the “Commencement Quarter”).

The fiscal quarter ended June 30, 2021 was the first quarter that could have been the Commencement Quarter.

The Company satisfied the conditions during the quarter ended December 31, 2021 in order to elect the quarter ending March 31, 2022 as the Commencement Quarter, but chose not to do so.

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.

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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.

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”), the 7.125 % Series B Cumulative Redeemable Perpetual Preferred Stock, $ 0.01 par value per share (“Series B 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 or Series B 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.

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 or Series B 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.

The maximum ratio of consolidated total indebtedness to consolidated total asset value was 67.5 % for the period from July 1, 2020 through June 30, 2021 and is 65 % thereafter unless and until the Commencement Quarter, following which that ratio will be 62.5 %.

The minimum ratio of adjusted consolidated EBITDA to consolidated fixed charges (the “Fixed Charge Coverage Ratio”) was 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, provided that from November 12, 2021 until the earlier of December 31, 2022 and such earlier date as the Company elects to terminate this relief (such period, the “Covenant Relief Period”), the Fixed Charge Coverage Ratio that the Company must satisfy based on the four most recently ended fiscal quarters will be reduced to 1.50 to 1.00 (see below for waiver issued on November 12, 2021).

The minimum consolidated tangible net worth is the sum of (i) $ 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, 2021, the Company had a minimum consolidated tangible net worth of $ 1.6 million.

The Company would have been in default of the Fixed Charge Coverage Ratio for the four fiscal quarter period ended September 30, 2021.

Pursuant to the terms of the third amendment entered into on November 12, 2021 by the Company, the agent and the requisite lenders under the Credit Facility, the lenders waived any defaults or event of defaults under the covenant requiring the Company to maintain a Fixed Charge Coverage Ratio of 1.60 to 1.00 for the quarter ended September 30, 2021 and any further defaults of Events of Default (as described in the Credit Facility) resulting from the breach of the Fixed Charge Coverage Ratio covenant.

In addition, as described above, the Fixed Charge Coverage Ratio the Company is required to maintain was amended from 1.60 to 1.00 to 1.50 to 1.00 for the Covenant Relief Period.

There can be no assurance the Company’s lenders will consent to any amendments or waivers that may become necessary to comply with the terms of the Credit Facility in the future.

Based upon the Company’s current expectations, the Company believes it will be able to comply with these covenants during the next 12 months.

As of December 31, 2021, 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Fannie Mae Master Credit Facilities

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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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

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.

The Company may request future advances under the Fannie Mae Master Credit Facilities 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.

Future Principal Payments

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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.

While the Company currently expects LIBOR to be available in substantially its current form until at least through June 30, 2023 for the USD LIBOR rates currently relevant to the Company, it is possible that LIBOR will become unavailable prior to that time.

This could occur, for example, if a sufficient number of banks decline to make submissions to the LIBOR administrator.

To transition from LIBOR under the Credit Facility, the Company will either utilize

HEALTHCARE TRUST, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

the Base Rate (as defined in the Credit Facility), a SOFR-based rate as a benchmark rate as determined by the Agent in accordance with the terms of the Credit Facility, or an alternative benchmark otherwise established by the agent in accordance with the terms of the Credit Facility, which will be determined with due consideration to any evolving or then prevailing market practices for determining and implementing a rate of interest for U.S.

dollar-denominated syndicated credit facilities.

The Company has mortgages, credit facilities and derivative agreements that have terms that are based on LIBOR.

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The three levels of the hierarchy are described below:

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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.

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The following table presents information about the Company’s assets and liabilities measured at fair value as of December 31, 2021 and 2020, aggregated by the level in the fair value hierarchy within which those instruments fall.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

(In thousands) Quoted Prices in Active Markets

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Real Estate Investments Measured at Fair Value on a Non-Recurring Basis

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December 31, 2020

Real Estate Investments — Held for Use

The Company also had impaired real estate investments held for use, which were carried at fair value on a non-recurring basis on the consolidated balance sheet as of December 31, 2021 and 2020.

As of December 31, 2020, the Company owned held for use properties for which the Company had reconsidered the projected cash flows due to various performance indicators.

As a result, 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 primarily uses a market approach to estimate the future cash flows expected to be generated.

As of December 31, 2021, the Company owned four held for use properties in Texas for which the Company had reconsidered its expected holding period and which are marketed for sale.

As a result, the Company evaluated the impact on its ability to recover the carrying value of the properties and recorded impairment charges to write these properties down to their estimated fair values.

The Company had also previously written down other held for use properties which have subsequently been sold.

During the year ended December 31, 2021, the Company evaluated four of its properties in Texas formerly leased to the LaSalle tenant and a property located in Sun City, Arizona and concluded, based on expected undiscounted cash flows, that the carrying value on these properties was not recoverable and the properties were impaired.

Accordingly, the Company recorded impairment charges to reduce the carrying value of these properties to their estimated fair values based on estimated sales prices.

Subsequent to December 31, 2021, the Company has entered into a purchase and sale agreement to dispose of the four LaSalle properties.

Impaired real estate investments held for use are generally classified in Level 3 of the fair value hierarchy.

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Real Estate Investments — Held for Sale

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.

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.

Impaired real estate investments held for sale are generally classified in Level 3 of the fair value hierarchy.

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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:

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December 31, 2021

December 31, 2021 December 31, 2020

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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.

At December 31, 2021 and 2020, respectively, 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 since the loans were originated.

Note 7 — Derivatives and Hedging Activities

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The Company does not anticipate that any of its counterparties will fail to meet their obligations.

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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, 2021 and 2020:

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Derivatives designated as hedging instruments:

Interest rate “pay-fixed” swaps Derivative assets, at fair value $ — $ 377

Interest rate “pay-fixed” swaps Derivative liabilities, at fair value $ 13,903 $ 38,389

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Of the amount recorded in AOCI following these terminations, $ 0.9 million and $ 0.9 million was recorded as an increase to interest expense for the years ended December 31, 2021 and 2020, respectively, and approximately $ 0.4 million remained in AOCI as of December 31, 2021.

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December 31, 2021

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.

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Interest rate “pay-fixed” swaps 9 $ 578,500 9 $ 578,500

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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, 2021 and 2020:

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Amount of gain (loss) recognized in accumulated other comprehensive (loss) income on interest rate derivatives $ 14,322 $ ( 40,614 ) $ ( 10,753 )

Amount of (loss) gain reclassified from accumulated other comprehensive income into income as interest expense (effective portion) $ ( 7,999 ) $ 872 $ 258

Amount of (loss) gain reclassified from accumulated other comprehensive income into income as interest expense $ ( 11,010 ) $ ( 7,999 ) $ 872

Total amount of interest expense presented in the

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These derivatives are used to manage the Company’s exposure to interest rate movements, but do not meet the strict hedge accounting requirements to be classified as hedging instruments.

Changes in the fair value of derivatives not designated as hedges under a qualifying hedging relationship are recorded directly to net 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.

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 gain of $ 37,000 , a loss of $ 0.1 million and a loss of $ 0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively.

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, 2021 and 2020:

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The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheet.

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December 31, 2021

Gross Amounts Not Offset in the Consolidated Balance Sheet

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December 31, 2021

$ 174 — — $ 174 — — $ 174

December 31, 2021

$ — ( 13,903 ) — $ ( 13,903 ) — — $ ( 13,903 )

December 31, 2020

$ 13 — — $ 13 — — $ 13

December 31, 2020

$ — ( 38,389 ) — $ ( 38,389 ) — — $ ( 38,389 )

Credit-risk-related Contingent Features

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As of December 31, 2021, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions.

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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.

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 $ 13.9 million at December 31, 2021.

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 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.

As of December 31, 2021 and 2020, the Company had 99,281,754 and 93,775,746 shares of common stock outstanding, respectively, including restricted shares and shares issued pursuant to the Company’s distribution reinvestment plan (“DRIP”), net of share repurchases.

These include shares issued as Stock Dividends during 2020 and 2021.

References made to weighted-average shares and per-share amounts in the consolidated statements of operations and comprehensive income have been retroactively adjusted to reflect the increase of 0.08871 shares for every outstanding share outstanding due to the Stock Dividends (including the January 2022 Stock Dividend), and are noted as such throughout the accompanying financial statements and notes.

See Note 1 — Organization for additional information.

On April 1, 2021, the Company published a new estimate of per-share net asset value (“Estimated Per-Share NAV”) as of December 31, 2020, which was approved by the Board on March 31, 2021.

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.

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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.

On April 4, 2018 and April 16, 2018, the 2018 Tender Offer was amended to reduce the number of shares the Company was offering to purchase to 230,000 shares and extend the expiration date to May 1, 2018.

The 2018 Tender Offer expired in accordance with its terms on May 1, 2018.

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.

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 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.

On June 29, 2018, the Company announced the Board unanimously determined to reactivate the SRP, effective June 30, 2018.

In connection with reactivating the SRP, the Board approved all repurchase requests received during the period from January 1, 2018 through the suspension of the SRP on March 13, 2018 (see table below for additional details).

On January 29, 2019, the Company announced that the Board approved an amendment to the SRP changing the date on which any repurchases are to be made in respect of requests made during the period commencing March 13, 2018 up to and including December 31, 2018 to no later than March 31, 2019, rather than on or before the 31st day following December 31, 2018.

This SRP amendment became effective on January 30, 2019.

Additionally, on March 27, 2019, the Company announced that the Board approved an amendment to the SRP further extending the date on which any repurchases are to be made in respect of requests made during the period commencing March 13, 2018 up to and including December 31, 2018 to no later than April 30, 2019.

This SRP amendment became effective on March 28, 2019 (see table below for details on cumulative shares repurchased pursuant to the SRP, including shares repurchased during 2019).

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.

Additionally, pursuant to the SRP, the

HEALTHCARE TRUST, INC.

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December 31, 2021

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.

The Company completed the repurchases on October 30, 2019 and repurchased 446,830 shares of common stock for approximately $ 7.8 million, at an average price per share of $ 17.50 pursuant to the SRP.

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.

On October 30, 2019 the Company repurchased 446,830 shares of common stock for approximately $ 7.8 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 January 1, 2019 up to and including June 30, 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 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.

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 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.

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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, 2021:

Number of Shares Repurchased (2)

Average Price per Share (2)2

Number of Shares Repurchased Average Price per Share

Cumulative repurchases as of December 31, 2020

Year ended December 31, 2020 (1)

4,896,620 $ 20.60

Year ended December 31, 2021

Cumulative repurchases as of December 31, 2021

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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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, 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.

During the year ended December 31, 2021, the Company did not issue any shares of common stock pursuant to the DRIP.

During the years ended December 31, 2020 and 2019, the Company issued 0.9 million and 1.5 million shares of common stock pursuant to the DRIP, generating aggregate proceeds of $ 14.6 million and $ 27.2 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.

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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, 2021.

The Company had 1,610,000 shares of Series A Preferred Stock issued and outstanding, as of December 31, 2020 and 2019.

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) and in May 2021, the Board authorized the classification of 2,530,000 additional shares of the Company’s preferred stock as Series A Preferred Stock in connection with the offering in May 2021 (described below).

The Company had 3,977,144 and 1,610,000 shares of Series A Preferred Stock issued and outstanding, as of December 31, 2021 and 2020, respectively.

In connection with an underwritten offering in October 2021, the Company classified and designated 3,680,000 shares of its authorized preferred stock on October 4, 2021 as authorized shares of its 7.125 % Series B Cumulative Redeemable Perpetual Preferred Stock, $ 0.01 par value per share (“Series B Preferred Stock”).

As a result of an underwritten offering in October 2021, the Company had 3,630,000 shares issued and outstanding as of December 31, 2021.

Series A Preferred Stock

Series A Preferred Stock — Terms

Holders of Series A Preferred Stock are entitled to cumulative dividends in the amount of $ 1.84375 per share each year, which is equivalent to the rate of 7.375 % of the $ 25.00 liquidation preference per share per annum.

The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed, converted or otherwise repurchased.

On and after December 11, 2024, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole or in part, at the Company’s option, at a cash redemption price 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.

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 “Series A 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.

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.

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.

The necessary conditions to convert the Series A Preferred Stock into

HEALTHCARE TRUST, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

common stock have not been met as of December 31, 2021.

Therefore, Series A Preferred Stock did not impact Company’s earnings per share calculations for the year ended December 31, 2021.

The Series A Preferred Stock ranks senior to common stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.

Voting rights for holders of Series A Preferred Stock exist primarily with respect to the ability to elect two additional directors to the board of directors if six or more quarterly dividends (whether or not authorized or declared or consecutive) payable on the Series A Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Series A Articles Supplementary) that materially and adversely affect the rights of the Series A Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series A Preferred Stock.

Other than the limited circumstances described above and in the Series A Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights.

Series A Preferred Stock Add-On Offering

On May 11, 2021, the Company completed an underwritten public offering of 2,352,144 shares (which includes 152,144 shares issued and sold pursuant to the underwriters’ exercise of their option to purchase additional shares) of its Series A Preferred Stock for net proceeds of $ 56.0 million after deducting the underwriters’ discount, structuring fee and other offering costs aggregating to $ 2.9 million.

Pursuant to the terms of the Credit Facility, all proceeds were used to repay amounts outstanding under the Credit Facility.

Series A Preferred Units

In September 2021, the Company partially funded the purchase of an MOB from an unaffiliated third party by causing the OP to issue 100,000 partnership units in the OP designated as “Series A Preferred Units”.

These were recorded at fair value on the date of the acquisition at $ 2.6 million and were included as part of the consideration paid for the acquisition.

Additionally, these are considered a non-controlling interest for the Company and were recorded as an increase in non-controlling interests on the consolidated balance sheet (see Note 13 — Non-controlling Interests for additional information).

Preferred Stock Equity Line with B.

Riley Principal Capital, LLC

On September 15, 2020, the Company entered into a preferred stock purchase agreement and registration rights agreement with B.

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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

The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed, converted or otherwise repurchased.

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.

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

The Company sold 15,000 shares under the Preferred Stock Equity Line during the year ended December 31, 2021, resulting in gross proceeds of $ 0.4 million and net proceeds of $ 0.3 million after fees and commissions.

In total, the Company incurred $ 1.2 million in costs related to establishing the Preferred Stock Equity Line which were all initially recorded in prepaid expenses and other assets on our consolidated balance sheet.

Upon receiving proceeds under the Preferred Stock Equity Line in the third quarter of 2021, the Company reclassified $ 30,000 of these prepaid costs to additional paid in capital in the Company’s consolidated statement of changes in equity as a reduction of the gross proceeds received under the Preferred Stock Equity Line.

In the fourth quarter of 2021, the Company determined that it was not probable that additional proceeds would be received from the Preferred Stock Equity Line and later terminated the Preferred Stock Equity Line.

As a result, the Company expensed the remaining balance of prepaid costs, which totaled $ 1.2 million, within acquisition and transaction related costs on the consolidated statement of operations and comprehensive income during the year ended December 31, 2021.

The Company did not sell any Series A Preferred Stock under the Preferred Stock Equity Line during the year ended December 31, 2020.

Series B Preferred Stock

Series B Preferred Stock — Terms

Holders of Series B Preferred Stock are entitled to cumulative dividends in the amount of $ 1.78125 per share each year, which is equivalent to the rate of 7.125 % of the $ 25.00 liquidation preference per share per annum.

The Series B Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed, converted or otherwise repurchased.

HEALTHCARE TRUST, INC.

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December 31, 2021

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.

and after October 6, 2026, at any time and from time to time, the Series B Preferred Stock will be redeemable in whole or in part, at the Company’s option, at a cash redemption price 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.

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 B Preferred Stock (the “Series B Articles Supplementary”)), the Company may, subject to certain conditions, at its option, redeem the Series B 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 B Preferred Stock will have certain rights to convert Series B Preferred Stock into shares of Company’s 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 9.125 % of the $ 25.00 liquidation preference per share per annum (equivalent to $ 2.28125 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 7.125 % of the $ 25.00 liquidation preference per share per annum.

The necessary conditions to convert the Series A Preferred Stock into Common Stock have not been met as of December 31, 2020.

Therefore, Series A Preferred Stock did not impact Company’s earnings per share calculations for the year ended December 31, 2019.

The Series A Preferred Stock ranks senior to common stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.

Voting rights for holders of Series A Preferred Stock exist primarily with respect to the ability to elect two additional directors to the board of directors if six or more quarterly dividends (whether or not authorized or declared or consecutive) payable on the Series A Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Articles Supplementary) that materially and adversely affect the rights of the Series A Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series A Preferred Stock.

Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights.

The necessary conditions to convert the Series B Preferred Stock into common stock have not been met as of December 31, 2021.

Therefore, Series B Preferred Stock did not impact Company’s earnings per share calculations for the year ended December 31, 2021.

The Series B Preferred Stock ranks on parity with the Company’s Series A Preferred Stock, and senior to its common stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.

Voting rights for holders of Series B Preferred Stock exist primarily with respect to the ability to elect two additional directors to the board of directors if six or more quarterly dividends (whether or not authorized or declared or consecutive) payable on the Series B Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Series B Articles Supplementary) that materially and adversely affect the rights of the Series B Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series B Preferred Stock.

Other than the limited circumstances described above and in the Series B Articles Supplementary, holders of Series B Preferred Stock do not have any voting rights.

Underwritten Offering — Series B Preferred Stock

On October 6, 2021, the Company completed the initial issuance and sale of 3,630,000 shares (which includes 430,000 shares issued and sold pursuant to the underwriters’ exercise of their option to purchase additional shares) of its 7.125 % Series B Preferred Stock in an underwritten public offering at a public offering price equal to the liquidation preference of $ 25.00 per share.

The offering generated gross proceeds of $ 90.8 million and net proceeds of $ 86.8 million, after deducting underwriting discounts, structuring fees and other costs.

Pursuant to the terms of the Credit Facility, all proceeds were used to repay amounts outstanding under the Credit Facility.

Subject to the terms and conditions set forth in the Credit Facility, the Company may then draw on the Credit Facility to borrow any amounts so repaid.

Distributions and Dividends

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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.

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December 31, 2021

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 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 2020 and January 2021, and 0.014655 shares of the Company’s common stock on each share of the Company’s outstanding common stock in April, July, October 2021 and January 2022.

These amounts were based on the Company’s prior cash distribution rate of $ 0.85 per share per annum and the then-current Estimated Per-Share NAV.

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.

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, 2020, 2019 and 2018, retroactively adjusted for the effect of the Stock Dividends:

All common dividends in the year ended December 31, 2021, and a portion of common dividends issued in the year ended December 31, 2020, were issued as stock dividends, which do not represent taxable dividends to our shareholders for U.S.

federal income tax purposes.

All dividends paid on the Series A Preferred Stock were considered 100% return of capital for tax purposes for the years ended December 31, 2021 and 2020.

There were no dividends paid on the Series B Preferred Stock, as the first dividend payment was made in January, 2022.

Year Ended December 31,

2020 2019 2018

Return of capital (1)

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federal income tax purposes.

Series A Preferred Stock

Dividends on the Company’s 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 the Company’s board of directors and declared by the Company.

Any accrued and unpaid dividends payable with respect to the Series A Preferred Stock become part of the liquidation preference thereof.

Series B Preferred Stock

Dividends on the Company’s Series B Preferred Stock accrue in an amount equal to $ 1.78125 per share each year ($ 0.445313 per share per quarter) to Series B Preferred Stock holders, which is equivalent to 7.125 % per annum on the $ 25.00 liquidation preference per share of Series B Preferred Stock.

Dividends on the Series B 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 the Company’s board of directors and declared by the Company.

The first quarterly dividend for the Series B Preferred Stock sold in this offering was paid on January 15, 2022 and represented an accrual for less than a full quarter, covering the period from October 6, 2021 to December 31, 2021.

Any accrued and unpaid dividends payable with respect to the Series B Preferred Stock become part of the liquidation preference thereof.

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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 % per annum on the $ 25.00 liquidation preference per share of Series A Preferred Stock.

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

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Fees Incurred in Connection with the Operations of the Company

On February 17, 2017, the members of a special committee of the Board unanimously approved certain amendments to and a restatement of the then effective advisory agreement, by and among the Company, the OP and the Advisor (the “Second A&R Advisory Agreement”).

The Second A&R Advisory Agreement, which superseded, 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 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.

The Second A&R Advisory Agreement by and among the Company, the OP and the Advisor (as amended, the “Second A&R Advisory Agreement”) took effect on February 17, 2017, and is automatically renewable for another ten-year term upon each ten-year anniversary unless the Second A&R Advisory Agreement is terminated (i) with notice of an election not to renew at least 365 days prior to the applicable tenth anniversary, (ii) in accordance with a change 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.

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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

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December 31, 2020

“Economic Hurdle”);

(y) any one of the following occurs:

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The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the Performance Condition to be probable.

As of 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 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.

As of December 31, 2021, the Company cannot determine the probability of

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December 31, 2021

achieving the Performance Condition.

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.

These cash 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.

Stock Dividends do not cause the OP to issue additional Class OP Units, rather, the redemption ratio to common stock is adjusted.

The Board has previously approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement.

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Effective February 17, 2017, the Second A&R Advisory Agreement requires the Company to pay the Advisor a base management fee, which is payable on the first business day of each month.

The fixed portion of the base management fee is equal to $ 1.625 million per month, while the variable portion of the base management fee is equal to one-twelfth of 1.25 % of the cumulative net proceeds of any equity (including convertible equity and certain convertible debt but excluding proceeds from the DRIP) issued by the Company and its subsidiaries subsequent to February 17, 2017 per month.

The fixed portion of the base management fee is equal to $ 1.625 million per month.

The variable portion of the base management fee is equal to one-twelfth of 1.25 % of the cumulative net proceeds of any equity (including convertible equity and certain convertible debt but excluding proceeds from the DRIP) issued by the Company and its subsidiaries subsequent to February 17, 2017 per month.

The base management fee is payable to the Advisor or its assignees in cash, OP Units or shares, or a combination thereof, the form of payment to be determined at the discretion of the Advisor and the value of any OP Unit or share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

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No variable management incentive fee was incurred for the years ended December 31, 2021, 2020 and 2019.

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December 31, 2020

Property Management Fees

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The Property Manager may charge a separate fee for the one-time initial rent-up or leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties, and the Property Manager is allowed to receive a higher property management fee in certain cases if approved by our Board of Directors (including a majority of the independent directors).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

If the Company contracts directly with third parties for such services, the Company will pay the third party customary market fees and will pay the Property Manager an oversight fee of 1.0 % of the gross revenues of the property managed by the third party.

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Neither party provided notice of intent to terminate.

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.

The current term of the A&R Property Management Agreement expires February 17, 2023.

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.

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.

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On July 25, 2019, the Company entered into the Advisory Agreement Amendment.

Under the Second A&R Advisory Agreement, including prior to the Advisory Agreement Amendment, the Company has been required to reimburse the Advisor for, among other things, reasonable salaries and wages, benefits and overhead of all employees of the Advisor or its affiliates, except for costs of employees to the extent that the employees perform services for which the Advisor receives a separate fee.

Under the Advisory Agreement Amendment, including prior to the Advisory Agreement Amendment, the Company has been required to reimburse the Advisor for, among other things, reasonable salaries and wages, benefits and overhead of all employees of the Advisor or its affiliates, except for costs of employees to the extent that the employees perform services for which the Advisor receives a separate fee.

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.

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(a) a fixed component (the “Fixed Component”) and (b) a variable component (the “Variable Component”).

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 Advisory Agreement 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

HEALTHCARE TRUST, INC.

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December 31, 2021

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;

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.

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.

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 the calendar year 2019, 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.

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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.

Pursuant to authorization by the independent members of the Company’s board of directors, the $ 1.2 million receivable was being paid back to the Company over a 10-month period from January 2021 through October 2021.

As of December 31, 2021, all of this amount had been repaid by the Advisor.

During the second quarter of 2021, the Advisor finalized the amounts and form of the 2020 bonuses previously estimated (the “2020 Bonus Awards”) to be paid to the 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 2020 Bonus Awards are being paid by the Advisor over a ten-month period from June 2021 to April 2022.

The final amounts exceeded the amounts previously paid by the Company to the Advisor for estimated 2020 bonuses by approximately $ 1.0 million for the following reasons (i) forfeitures of bonuses related to employees of the Advisor or its affiliates who were terminated or resigned prior to payment (including the Company’s former chief financial officer) and (ii) a general reduction in final bonuses for remaining personnel due to on-going negative impacts of the COVID-19 pandemic.

As a result, during the second quarter of 2021, the Company recorded a receivable from the Advisor of $ 1.0 million, which is recorded in prepaid expenses and other assets on the consolidated balance sheet and a corresponding reduction in general administrative expenses.

Pursuant to authorization by the independent members of the Company’s board of directors, the $ 1.0 million receivable is required to be repaid to the Company on a pro rata basis over a six-month period from November 2021 through April 2022.

As of December 31, 2021, $ 0.2 million has been repaid by the Advisor.

Reimbursements for the cash portion of 2020 bonuses paid by the Advisor to employees of the Advisor or its affiliates were expensed and reimbursed on a monthly basis during 2020, and 2021 bonuses were expensed and reimbursed on a monthly basis during 2021 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.

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As of December 31, 2021, 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.

(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.

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 the OP no longer issues any Class B Units.

(3) Balance as of December 31, 2021 includes a receivable of $ 0.9 million from the Advisor related to the overpayment of 2020 Bonus Awards, which, pursuant to authorization by the independent members of the Company’s board of directors, is required to be repaid to the Company on a pro rata basis over a six-month period from November 2021 through April 2022.

Balance as of December 31, 2020 includes a $ 1.2 million from the Advisor related to the overpayment of 2019 Bonus Awards, which was fully repaid as of December 31, 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.

(5) 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, 2021 and 2020.

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

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If the Special Limited Partner or any of its affiliates receives the subordinated incentive termination 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 listing distribution described above.

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

All fees will be due within 30 days after the effective date of the termination of the Second A&R Advisory Agreement.

Upon a 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 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.

Under the Advisory Agreement Amendment, upon the termination or non-renewal of the agreement, the Advisor is entitled to receive from the Company all amounts due to the Advisor, including any change of control fee and transition fee (both described below), as well as the then-present fair market value of the Advisor’s interest in the Company.

All fees will be due within 30 days after the effective date of the termination of the Advisory Agreement Amendment.

Upon a termination by either party in connection with a change of control (as defined in the Advisory Agreement Amendment), the Company is required to 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 a transition to self-management, the Company is required to 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.

Note 10 — Economic Dependency

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In the event that the Advisor and its affiliates are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

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December 31, 2020

Note 11 — Equity-Based Compensation

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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 3.6 million shares (as such number may be further adjusted for stock splits, stock dividends, combinations and similar events).

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December 31, 2021

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.

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Any distributions payable in shares of common stock are subject to the same restrictions as the underlying restricted shares.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

The following table reflects the amount of shares outstanding as of December 31, 2020 and activity for the period presented:

The following table reflects the amount of restricted shares outstanding as of December 31, 2021 and activity for the period presented:

Number of Common Shares Weighted-Average Issue Price

Unvested, December 31, 2018 322,242 $ 21.41

Granted 15,000 17.50

Vested ( 60,001 ) 21.48

1 unchanged sentence

Unvested, December 31, 2019

Granted 15,000 17.50

277,241 21.18

Stock Dividend 2,878 15.75

Vested ( 64,735 ) 21.18

1 unchanged sentence

Unvested, December 31, 2020

215,384 21.11

Stock dividend 12,646 14.79

2 unchanged sentences

Unvested, December 31, 2021

159,427 21.21

As of December 31, 2021, the Company had $ 2.7 million of unrecognized compensation cost related to unvested restricted share awards granted under the RSP.

That cost is expected to be recognized over a weighted-average period of 2.3 years.

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 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.

Compensation expense related to restricted shares was $ 1.3 million, $ 1.3 million and $ 1.3 million during the years ended December 31, 2021, 2020 and 2019, respectively.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2021

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 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, 2021, 2020 and 2019.

Note 12 — Accumulated Other Comprehensive (Loss) Income

7 unchanged sentences

Amounts reclassified from accumulated other comprehensive (loss) income 7,999

Rebalancing of ownership percentage ( 15 )

Balance, December 31, 2020

1 unchanged sentence

Amounts reclassified from accumulated other comprehensive (loss) income 11,010

Rebalancing of ownership percentage ( 15 )

Balance, December 31, 2021

1 unchanged sentence

The unamortized portion of the terminated swap still remaining in accumulated other comprehensive (loss) income is $ 0.4 million as of December 31, 2021.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020

The terminated swap will be fully amortized within the year ending December 31, 2022.

Note 13 — Non-Controlling Interests

Non-controlling interests on the Company’s consolidated balance sheet is comprised of the following:

Balance as of December 31,

(In thousands) 2021 2020

Common OP Units held by third parties $ 3,758 $ 4,016

Series A Preferred Units held by third parties 2,578 —

Total Non-controlling Interests in the Operating Partnership 6,336 4,016

Non-controlling Interests in property owning subsidiaries 368 371

Total Non-controlling Interests $ 6,704 $ 4,387

Non-Controlling Interests in the Operating Partnership

For preferred and common shares issued by the Company, the Company typically issued mirror securities with substantially equivalent economic rights between the Company and the Operating Partnership.

The securities held by the Company are eliminated in consolidation.

Common OP Units

The Company is the sole general partner and holds substantially all of the OP Units.

As of December 31, 2021 and 2020, the Advisor held 90 OP Units, which represents a nominal percentage of the aggregate ownership in the OP.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

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.

3 unchanged sentences

During the years ended December 31, 2021, 2020 and 2019, OP Unit non-controlling interest holders were paid distributions of $ 0.0 million , $ 0.2 million, and $ 0.3 million respectively.

Stock Dividends do not cause the OP to issue additional Common OP Units, rather, the redemption ratio to common stock is adjusted.

The 405,908 Common OP Units outstanding held by unaffiliated third parties as of December 31, 2021 would be redeemable for 442,014 shares of common stock, giving effect to adjustments for the impact of the Stock Dividends through January 2022.

Series A Preferred OP Units

The Company is the sole general partner and holds substantially all of the Series A Preferred Units.

In September 2021, the Company partially funded the purchase of a MOB from an unaffiliated third party by causing the OP to issue 100,000 Series A Preferred Units, with a face value of $ 25.00 per unit, which were recorded at a fair value of $ 2.6 million, or $ 25.78 per unit, to the unaffiliated third party.

A holder of Series A Preferred Units has the right to receive cash distributions equivalent to the cash distributions, if any, on the Company’s Series A Preferred Stock.

After holding the Series A Preferred Units for a period of one year , a holder of Series A Preferred Units has the right to redeem Series A Preferred Units for, at the option of the OP, the corresponding number of shares of the Company’s Series A Preferred Stock, 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.

During the year ended December 31, 2021, Series A Preferred Unit holders were paid distributions of $ 46,000 .

Non-Controlling Interests in Property Owning Subsidiaries

6 unchanged sentences

Following this transaction, the properties were wholly owned by the Company and added to the borrowing base under the Credit Facility.

HEALTHCARE TRUST, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

The following table summarizes the activity related to investment arrangements with unaffiliated third parties.

6 unchanged sentences

May 2015 $ 368 2.4 % $ 12,925 $ 12,790 $ — $ — $ —

UnityPoint Clinic Portfolio (2)

December 2017 $ — — % $ — $ 8,842 $ — $ — $ —

_____________

1 unchanged sentence

See Note 4 - Mortgage Notes Payable for additional information.

(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

22 unchanged sentences

There were 159,427 , 215,384 and 277,241 unvested restricted shares outstanding as of December 31, 2021, 2020 and 2019, respectively.

(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.

(2) Weighted average number of antidilutive OP Units held by unaffiliated third parties presented as shares outstanding for the periods presented, at the current conversion rate as retroactively adjusted for the effect of the Stock Dividends.

There were 405,998 OP Units outstanding as of December 31, 2021, 2020 and 2019.

(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.

(3) Weighted average number of antidilutive Class B Units presented as shares outstanding for the periods presented, at the current conversion rate as retroactively adjusted for the effect of the Stock Dividends.

There were 359,250 Class B Units outstanding as of December 31, 2021, 2020 and 2019.

Note 15 — Segment Reporting

During the years ended December 31, 2020, 2019 and 2018, the Company operated in three reportable business segments for management and internal financial reporting purposes:

MOBs, triple-net leased healthcare facilities, and SHOPs.

The Company evaluates performance and makes resource allocations based on its three business segments.

The triple-net leased healthcare facilities segment primarily consists of investments in seniors housing properties, hospitals, inpatient rehabilitation facilities and skilled nursing facilities under long-term leases, under which tenants are generally responsible to directly pay property-related expenses.

The SHOP segment consists of direct investments in seniors housing properties, primarily providing assisted living, independent living and memory care services, which are operated through engaging independent third-party operators.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2021

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.

Note 15 — Segment Reporting

The disclosures below for the years ended December 31, 2021, 2020 and 2019, are presented for the Company’s two reportable business segments for management and internal financial reporting purposes:

MOBs and SHOPs.

Prior to December 31, 2021, the Company had three reportable segments 1) medical office and outpatient buildings (“Former MOBs”), 2) triple-net lease healthcare properties (“Former NNN”) and 3) SHOPs.

Culminating in the year ended December 31, 2021, the Company has completed several strategic property divestitures from the Company’s Former NNN segment and transitioned certain properties previously reported in the Company’s Former NNN segment into the Company’s SHOP segment.

The remaining Former NNN properties are similar in nature, cash flows, and risk structure with the Former MOB segment and are managed operationally and reported collectively by the Company’s management.

Accordingly, in the fourth quarter of 2021, the Company reevaluated its segments and concluded that it had two reportable segments.

The Company combined the properties in its Former NNN segment with the properties in its Former MOB segment for segment reporting.

All prior periods presented in the tables below have been conformed to the presentation of the Company’s new reportable segment structure.

The Company will restate other quarterly prior periods when they are subsequently reported in later quarterly filings for comparative purposes.

The Company evaluates performance and makes resource allocations based on its two business segments.

The medical office building segment primarily consists of MOBs leased to healthcare-related tenants under long-term leases, which may require such tenants to pay a pro rata share of property-related expenses as well as seniors housing properties, hospitals, inpatient rehabilitation facilities and skilled nursing facilities under long-term leases, under which tenants are generally responsible to directly pay property-related expenses.

Net Operating Income

10 unchanged sentences

NOI should not be considered as an alternative to net income (loss) as an indication of the Company’s performance or to cash flows as a measure of the Company’s liquidity or ability to pay distributions.

The following tables reconcile the segment activity to consolidated net loss for the years ended December 31, 2021, 2020 and 2019:

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2021

The following tables reconcile the segment activity, adjusted for the Transition Properties, to consolidated net loss for the years ended December 31, 2020 2019 and 2018:

Year Ended December 31, 2021

(In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities (1)

Seniors Housing — Operating Properties (1)

(In thousands) Medical Office Buildings Seniors Housing — Operating Properties Consolidated

Revenue from tenants $ 122,867 $ 206,488 $ 329,355

15 unchanged sentences

Year Ended December 31, 2020

(In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities (1)

Seniors Housing — Operating Properties (1)

(In thousands) Medical Office Buildings Seniors Housing — Operating Properties Consolidated

Revenue from tenants $ 119,824 $ 261,788 $ 381,612

13 unchanged sentences

Allocation for preferred stock ( 2,968 )

Net loss attributable to stockholders $ ( 88,087 )

______________

(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.

Net loss attributable to common stockholders $ ( 78,781 )

HEALTHCARE TRUST, INC.

3 unchanged sentences

Year Ended December 31, 2019

(In thousands) Medical Office Buildings Triple-Net Leased Healthcare Facilities (1)

Seniors Housing — Operating Properties (1)

(In thousands) Medical Office Buildings Seniors Housing — Operating Properties Consolidated

Revenue from tenants $ 114,943 $ 259,971 $ 374,914

12 unchanged sentences

Net loss attributable to non-controlling interests 393

Allocation for preferred stock ( 173 )

Net loss attributable to common stockholders $ ( 88,087 )

______________

(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:

1 unchanged sentence

Investments in real estate, net:

Medical office buildings

$ 883,471 $ 891,477

Triple-net leased healthcare facilities (1)

238,427 256,661

Medical office and other healthcare-related buildings $ 1,149,241 $ 1,121,898

Seniors housing — operating properties 900,686 987,050

987,050 905,453

Total investments in real estate, net

9 unchanged sentences

Total assets $ 2,214,400 $ 2,286,895

__________________

(1) The Transition Properties are presented within the SHOP segment as of December 31, 2020 and 2019.

HEALTHCARE TRUST, INC.

5 unchanged sentences

(In thousands) 2021 2020 2019

Medical office buildings $ 4,585 $ 5,309 $ 7,582

Triple-net leased healthcare facilities (1)

3,976 396 1,152

Medical office and other healthcare-related buildings $ 6,152 $ 8,561 $ 5,705

Seniors housing — operating properties 12,919 12,833 11,014

12,833 11,014 4,176

Total capital expenditures $ 19,071 $ 21,394 $ 16,719

(1) The Transition Properties are presented within the SHOP segment as of December 31, 2020, 2019 and 2018.

Note 16 — Commitments and Contingencies

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 11.8 to 86.7 years as of December 31, 2020.

As of December 31, 2021, the Company has seven operating and six direct financing lease agreements related to certain acquisitions under leasehold interests arrangements.

The seven operating leases have durations, including assumed renewals, ranging from 20.9 to 85.7 years, excluding an adjacent parking lot lease with a term of 2.8 years as of December 31, 2021.

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).

2 unchanged sentences

In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the adoption of the new lease guidance as well as for new operating leases in the current period, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases.

Since the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment.

Because the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment.

During the year ended December 31, 2021, the Company sold a property which included a prepaid ground lease.

Upon disposition, the carrying value of the ROU asset was $ 5.7 million, and was recorded as a reduction of the gain on sale for that property.

The Company’s ground operating leases have a weighted-average remaining lease term, including assumed renewals, of 34.9 years and a weighted-average discount rate of 7.35 % as of December 31, 2021.

10 unchanged sentences

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.

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters.

There are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties.

HEALTHCARE TRUST, INC.

2 unchanged sentences

December 31, 2021

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters.

There are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties.

Environmental Matters

1 unchanged sentence

As of December 31, 2021, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.

Note 17 — Quarterly Results (Unaudited)

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) March 31,

2020 June 30,

2020 September 30,

2020 December 31,

Total revenues $ 100,235 $ 94,664 $ 95,835 $ 90,878

Net loss attributable to stockholders $ ( 24,744 ) $ ( 22,811 ) $ ( 10,500 ) $ ( 20,726 )

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) March 31,

2019 June 30,

2019 September 30,

2019 December 31, 2019 (2)

Total revenues $ 88,718 $ 96,287 $ 95,440 $ 94,469

Net loss attributable to stockholders $ ( 5,111 ) $ ( 6,054 ) $ ( 28,789 ) $ ( 48,133 )

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)

$ ( 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.

Note 17 — Subsequent Events

3 unchanged sentences

The stock dividend was payable on January 18, 2022 to holders of record of the Company’s common stock at the close of business on January 13, 2022.

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.

88 unchanged sentences

Gateway MOB - Clarksville, TN (9) TN 10/3/2014 17,560 — 16,367 — 1,011 17,378 3,649

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 6,143 601 8,992 — 64 9,657 1,722

4 unchanged sentences

Meadowbrook Senior Living - Agoura Hills, CA (7) CA 11/25/2014 19,167 8,821 48,682 — 2,115 59,618 10,168

Mount Vernon Medical Office Building - Mount Vernon, WA (9) WA 11/25/2014 15,797 — 18,519 — 3 18,522 3,561

Healthcare Trust, Inc.

11 unchanged sentences

Depreciation (3) (4)

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 — 3,654 92,919 16,328

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 1,343

27 unchanged sentences

Adventist Health Lacey Medical Plaza - Hanford, CA CA 4/29/2015 11,526 328 13,302 — 98 13,728 2,271

Medical Center I - Peoria, AZ AZ 5/15/2015 3,085 807 1,115 — 1,306 3,228 927

Medical Center II - Peoria, AZ AZ 5/15/2015 — 945 1,330 — 5,036 7,311 1,490

Commercial Center - Peoria, AZ AZ 5/15/2015 3,254 959 1,110 — 656 2,725 470

Healthcare Trust, Inc.

11 unchanged sentences

Depreciation (3) (4)

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 — 947 3,271 801

6 unchanged sentences

Scripps Cedar Medical Center - Vista, CA CA 8/6/2015 14,983 1,213 14,596 — 861 16,670 2,454

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 — 49 5,969 1,054

18 unchanged sentences

West Michigan Surgery Center - Big Rapids, MI (5) MI 8/18/2017 — 258 5,677 — — 5,935 653

Camellia Walk Assisted Living and Memory Care - Evans, GA (6) GA 9/28/2017 12,476 1,854 17,372 — 1,285 20,511 2,731

Cedarhurst of Collinsville - Collinsville, IL (5), (8) IL 12/22/2017 — 1,228 8,652 — 228 10,108 1,102

Arcadian Cove Assisted Living - Richmond, KY (5), (8) KY 12/22/2017 — 481 3,923 — 73 4,477 567

Beaumont Medical Center - Warren, MI (5), (8) MI 12/22/2017 — 1,078 9,525 — 19 10,622 1,062

Healthcare Trust, Inc.

11 unchanged sentences

Depreciation (3) (4)

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 — 88 2,293 214

40 unchanged sentences

NV 11/15/2018 13,966 2,182 16,594 — — 18,776 1,417

Dignity Emerus Craig Rd - North Las Vegas, NV

NV 11/15/2018 18,780 3,807 22,803 — — 26,610 1,964

Greenfield MOB - Greenfield, WI

WI 1/17/2019 7,526 1,552 8,333 — 225 10,110 978

Milwaukee MOB - South Milwaukee, WI

WI 1/17/2019 4,136 410 5,041 — — 5,451 411

Francis WI MOB - St.

WI 1/17/2019 9,085 865 11,355 — 159 12,379 1,040

Healthcare Trust, Inc.

11 unchanged sentences

Depreciation (3) (4)

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

19 unchanged sentences

Circleville MOB - Circleville, OH OH 12/7/2020 3,556 765 4,011 — 56 4,832 125

$ 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.

Kingwood Executive Center - Kingwood, TX (5) TX 1/6/2021 — 1,522 4,166 — — 5,688 122

OrthoOne Hilliard - Hilliard, OH (5) OH 5/28/2021 — 760 3,118 — — 3,878 76

South Douglas MOB - Midwest City, OK (5) OK 6/23/2021 — 628 3,863 — — 4,491 64

Fort Wayne Opthomology Engle - Fort Wayne, IN IN 6/29/2021 3,923 516 6,124 — — 6,640 87

Fort Wayne Opthomology Dupont - Fort Wayne, IN IN 6/29/2021 1,924 597 2,653 — — 3,250 41

Peters Albany 2 Palisades - Albany, NY (5) NY 6/30/2021 — 516 4,342 — — 4,858 67

Hefner Pointe Medical Center - Oklahoma City, OK OK 6/30/2021 3,727 678 4,819 — — 5,497 74

Peters Troy 2 New Hampshire - Troy, NY (5) NY 6/30/2021 — 330 2,444 — — 2,774 38

St Peters - Albany, NY - 4 Palisades (5) NY 7/30/2021 — 542 2,416 — — 2,958 32

St Peters - Albany, NY - 5 Palisades (5) NY 7/30/2021 — 593 5,359 — — 5,952 65

St Lukes Heart Vascular Center - East Stroudsburg (5) PA 8/31/2021 — 363 3,224 — — 3,587 29

Metropolitan Eye Lakeshore Surgery - St.

Clair, MI (5) MI 8/31/2021 — 203 4,632 — — 4,835 41

Naidu Clinic - Odessa, TX (5) TX 9/1/2021 — 730 2,409 — — 3,139 23

Belpre V Cancer Center - Belpre, OH (5) OH 9/30/2021 — 1,153 63,894 — — 65,047 414

Center for Advanced Dermatology - Lakewood, CO (5) CO 12/1/2021 — 1,034 1,874 — — 2,908 5

Florida Medical Clinic - Tampa, FL (5) FL 12/1/2021 — 1,104 1,137 — — 2,241 3

Healthcare Trust, Inc.

3 unchanged sentences

(In thousands)

Initial Costs Subsequent to Acquisition

Property State Acquisition

Date Encumbrances at

December 31, 2021 Land Building and

Improvements Land Building and

Improvements Gross Amount at

December 31, 2021 (1) (2)

Depreciation (3) (4)

Pensacola Nephrology MOB - Pensacola, FL (5) FL 12/29/2021 — 1,578 5,123 — — 6,701 —

Fannie Mae Master Credit Facilities (6)(7)

$ 1,301,869 $ 212,612 $ 2,106,359 $ ( 6,220 ) $ 11,537 $ 2,324,288 $ 367,442

______________

(1) Acquired intangible lease assets allocated to individual properties in the amount of $ 288.4 million are not reflected in the table above.

7 unchanged sentences

(8) These properties were acquired from American Realty Capital Healthcare Trust III, Inc.

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

in 2017, which was a related party to the Company’s Advisor.

(9) Some or all of the land underlying this property is subject to an operating land lease.

25 unchanged sentences

(1) Acquired intangible lease assets and related accumulated depreciation are not reflected in the table above.

(2) Includes amounts relating to dispositions and impairment charges on assets held for sale for the years ended December 31, 2020, 2019 and 2018.

(2) Includes amounts relating to dispositions and impairment charges on assets for the years ended December 31, 2021, 2020 and 2019.

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.

2 unchanged sentences

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