Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.





As previously disclosed in the Company's March 4, 2021 press release (the
"Earnings Release"), the Company, together with its independent auditors,
reevaluated the accounting treatment of the previously disclosed contingent
consideration common shares to which the former owners of AdaptHealth Holdings
LLC are entitled (the "Contingent Consideration Common Shares") in connection
with the 2019 business combination with DFB Healthcare Acquisitions Corp, a
special purpose acquisition company ("SPAC"). Due to the fact that the issuance
of the Contingent Consideration Common Shares would be accelerated on a change
of control regardless of the transaction value, the Company determined to
present the Contingent Consideration Common Shares as liability-classified, not
equity-classified as previously presented. Accordingly, the fair value of the
Contingent Consideration Common Shares is reflected as a liability on the
Company's consolidated balance sheets at December 31, 2020 and 2019, and the
change in the fair value of such liability in each period is recognized as a
non-cash charge in the Company's consolidated statements of operations. The
liability does not constitute indebtedness of the Company and will only be
satisfied, if earned, by the Company through the issuance of shares of the
Company's Class A common stock. When presenting diluted earnings (loss) per
share for 2020 and 2019 periods in the Company's Form 10-K for the year ended
December 31, 2019 (the "2019 Annual Report") and in the Company's Form 10-Q
filings for the 2020 quarterly periods, the Contingent Consideration Common
Shares were considered for inclusion in the diluted share count in accordance
with U.S. generally accepted accounting principles. The change in fair value in
each period is a non-cash charge and has no impact on the Company's historical
reported revenues, operating income, Adjusted EBITDA (as defined in the Earnings
Release), Adjusted EBITDA less Patient Equipment Capex (as defined in the
Earnings Release), or cash flows from operating activities, investing
activities, and financing activities for any period.



On March 3, 2021, after discussion with KPMG LLP, the Company's independent
registered public accounting firm, the Company's management and the Audit
Committee of the Company's board of directors (the "Audit Committee") concluded
that it is appropriate to correct such errors in its previously issued (x)
unaudited condensed consolidated statements of operations for the three months
ended March 31, 2020, and the three-month and year-to-date periods ended June
30, 2020 and September 30, 2020, and (y) unaudited condensed consolidated
balance sheets as of March 31, 2020, June 30, 2020 and September 30, 2020 (the
"Relevant Periods") by restating such unaudited condensed consolidated financial
information because the errors were material to the unaudited condensed
consolidated financial information for each of the Relevant Periods (with the
exception of the unaudited condensed consolidated statements of operations for
the three months ended June 30, 2020 for which the impact was not material).
Considering such restatements, such unaudited condensed consolidated financial
statements should no longer be relied upon. The Company's management and the
Audit Committee has concluded that the impact of the error on the Company's
audited consolidated financial statements as of and for the year ended December
31, 2019 included in the 2019 Annual Report was not material.

The impacts of these corrections to the Relevant Periods are as follows (in thousands, except per share data):





                                           March 31, 2020                       June 30, 2020                   September 30, 2020
                                    As Reported       As Restated       As Reported       As Restated      As Reported      As Restated
Consolidated Balance Sheets:
Deferred tax assets                $      33,519     $      36,684     $      42,304     $      45,462     $     51,114     $     58,557
Total Assets                       $     661,839     $     665,004     $     739,309     $     742,467     $  1,548,826     $  1,556,269
Contingent consideration common
shares liability - current
portion                            $           -     $      10,293     $           -     $      10,604     $          -     $     21,465
Long-term portion of contingent
consideration common shares
liability                          $           -     $      15,390     $           -     $      15,037     $          -     $     29,701
Total Liabilities                  $     691,285     $     716,968     $     746,103     $     771,744     $  1,109,111     $  1,160,277
Additional paid-in capital         $      21,845     $      12,946     $      37,614     $      28,715     $    476,861     $    467,962
Accumulated deficit                $     (27,368 )   $     (40,987 )   $     (23,335 )   $     (36,919 )   $    (23,130 )   $    (57,954 )
Total stockholders' equity
(deficit) attributable to
AdaptHealth Corp.                  $     (10,655 )   $     (33,173 )   $       8,491     $     (13,992 )   $    448,630     $    404,907
Total stockholders' equity
(deficit)                          $     (29,446 )   $     (51,964 )   $      (6,794 )   $     (29,277 )   $    439,715     $    395,992




                                                                                 Three Months Ended                   Six Months Ended
                                    Three Months Ended March 31, 2020               June 30, 2020                      June 30, 2020
                                     As Reported           As Restated      As Reported        As Revised       As Reported       As Revised
Consolidated Statements of
Operations:
Change in fair value of
contingent consideration common
shares liability                   $             -         $    16,367                 -               (42 )               -           16,325
Income tax expense (benefit)       $         1,107         $    (1,641 )           1,819             1,826             2,926              185
Net income (loss)                  $           266         $   (13,353 )           7,169             7,204             7,435           (6,149 )
Net income (loss) attributable
to AdaptHealth Corp.               $          (158 )       $   (13,777 )           4,033             4,068             3,875           (9,709 )
Basic earnings (loss) per share
attributable to AdaptHealth
Corp.                              $             -         $     (0.33 )            0.09              0.09              0.09            (0.22 )
Diluted earnings (loss) per
share attributable to
AdaptHealth Corp.                  $             -         $     (0.33 )            0.08              0.08              0.08            (0.22 )




                                                         Three Months Ended                  Nine Months Ended
                                                         September 30, 2020                  September 30, 2020
                                                    As Reported       As Restated       As Reported       As Revised
Consolidated Statements of Operations:
Change in fair value of contingent consideration
common shares liability                            $           -     $      25,525     $           -     $     41,850
Income tax expense (benefit)                       $        (636 )   $      (4,921 )   $       2,290     $     (4,736 )
Net income (loss)                                  $      (3,827 )   $     (25,067 )   $       3,608     $    (31,216 )
Net income (loss) attributable to AdaptHealth
Corp.                                              $      (2,489 )   $     (23,729 )   $       1,386     $    (33,438 )
Basic earnings (loss) per share attributable to
AdaptHealth Corp.                                  $       (0.04 )   $       (0.41 )   $        0.03     $      (0.70 )
Diluted earnings (loss) per share attributable
to AdaptHealth Corp.                               $       (0.04 )   $       (0.41 )   $        0.02     $      (0.70 )




The Company intends to include the restated unaudited interim financial
information for the Relevant Periods in the Company's Form 10-K for the year
ended December 31, 2020 (the "2020 Annual Report"), which it expects to file on
or before March 16, 2021. The Company will revise its unaudited 2020 interim
consolidated financial information in connection with the filing of its
Quarterly Reports on Form 10-Q for the quarters ending March 31, June 30 and
September 30, 2021. The Company will revise its December 31, 2019 consolidated
balance sheet in conjunction with filing the 2020 Annual Report to reflect a
$9.3 million total contingent consideration common shares liability and a
related increase in deferred tax assets of $0.4 million, as previously disclosed
in the Earnings Release. The Company will also correct the unaudited pro forma
financial information filed on its December 14, 2020 Form 8-K with respect to
the acquisition of AeroCare Holdings, Inc. (the "Pro Formas 8-K") by filing an
amendment to the Pro Formas 8-K.



The Company is in the process of finalizing its evaluation of internal controls
over financial reporting and expects to report on any material weaknesses in the
2020 Annual Report.

The Company's management and the Audit Committee have discussed the matters disclosed in this Item 4.02 with the Company's independent registered public accounting firm, KPMG LLP.





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