Item 4.01 Change in Registrant’s Certifying Accountant.
On November 29, 2018, the Audit Committee (the “Committee”) of the Board of Directors of StoneMor GP LLC, the general partner of StoneMor
Partners L.P. (the “Partnership”), approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Partnership’s independent registered public accounting firm for the fiscal year ending December 31, 2018,
effective immediately. On the same day, the Committee dismissed Deloitte & Touche LLP (“Deloitte”) as the Partnership’s independent registered public accounting firm, effective immediately.
In the fiscal years ended December 31, 2016 and 2017 and in the subsequent interim period through November 29, 2018, there were no (a)
“disagreements” (as defined in Item 304(a)(1)(iv) of Regulation
S-K
and the related instructions) between the Partnership and Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in connection with its audit report on the
consolidated financial statements for such years, or (b) “reportable events” (as described in Item 304(a)(1)(v) of Regulation
S-K),
except as described in the following paragraph.
The audit reports of Deloitte on the Partnership’s consolidated financial statements for each of the two most recent fiscal years ended December 31,
2016 and 2017 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except which audit report for the fiscal year ended December 31, 2016
included an explanatory paragraph relating to the restatement of the 2015 and 2014 consolidated financial statements. The audit reports of Deloitte on the effectiveness of the Partnership’s internal control over financial reporting as of
December 31, 2016 and 2017 were not qualified or modified as to uncertainty, audit scope or accounting principles but did express an adverse opinion on the Partnership’s internal control over financial reporting because of material
weaknesses in internal control over financial reporting as of December 31, 2016 and 2017. As disclosed in the Partnership’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2016
and Annual Report on Form
10-K
for the fiscal year ended December 31, 2017, the Partnership and Deloitte each concluded that the Partnership’s internal control over financial reporting was not
effective as of December 31, 2016 and 2017 due to the existence of material weaknesses in the Partnership’s internal control over financial reporting related to (a) control environment, control activities and monitoring,
(b) establishment and review of certain accounting policies, (c) reconciliation of certain general ledger accounts to supporting details, (d) accurate and timely relief of deferred revenues and corresponding recognition of income
statement impacts and (e) review of financial statement disclosures.
The Committee did discuss with Deloitte its conclusions regarding the
Partnership’s failure to maintain effective internal controls over financial reporting as of December 31, 2016 and 2017. The Partnership has authorized Deloitte to respond fully to the inquiries of Grant Thornton concerning such failures.
The Partnership provided Deloitte with a copy of the disclosures contained in this Current Report
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