StoneMor Partners L.P. (NYSE:STON) Files An 8-K Results of Operations and Financial Condition

Item2.02

On February27, 2017, StoneMor Partners L.P. (the Company) issued
a press release announcing the postponement of its 2016 fourth
quarter and year-end earnings announcement and conference call
and a delay in the filing of its Annual Report on Form
10-K for the
fiscal year ended December31, 2016. As reported in Item 4.02(a)
of this Current Report on Form 8-K and in the press release, the
Company is postponing its 2016 fourth quarter and year-end
earnings announcement and conference call pending the completion
of its review of certain previously filed consolidated financial
statements. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.

The information
furnished to this Item 2.02, including Exhibit 99.1, shall not be
deemed to be filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed to be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, except as otherwise expressly stated in
such filing.

(a) The Company
recently discovered that it had underreported cemetery revenues,
net of associated direct costs, and over-reported net deferred
revenues in previously issued consolidated financial statements.
It also discovered that the Company had not withdrawn the funds
associated with this underreporting to which it was entitled from
its merchandise trusts.

As a result, on
February23, 2017, the Board of Directors of StoneMor GP LLC, the
general partner of the Company, upon the recommendation of
management, concluded the Companys previously issued consolidated
financial statements for(i) the fiscal years
ended December31, 2013 through 2015 (as reported in the Companys
Annual Report on Form 10-K for the fiscal year ended December31,
2015, as amended by Amendment No.1 thereto filed with the U.S.
Securities and Exchange Commission (the SEC) on November9, 2016)
(the Audited Financial Statements) and related reports of its
independent registered public accounting firm, and the unaudited
financial statements for each quarter of 2013 through 2015,
(ii)the fiscal quarter ended March31, 2016 (as reported in the
Companys Quarterly Report on Form 10-Q for the quarterly period
ended March31, 2016, as amended by Amendment No.1 thereto filed
with the SEC on November9, 2016), (iii)the fiscal quarter ended
June30, 2016 (as reported in the Companys Quarterly Report on
Form 10-Q for the quarterly period ended June30, 2016, as amended
by Amendment No.1 thereto filed with the SEC on November9, 2016)
and (iv)the fiscal quarter ended September30, 2016 (as reported
in the Companys Quarterly Report on Form 10-Q for the quarter
ended September30, 2016 filed with the SEC on November9, 2016),
should not be relied upon.

2

The Company
currently expects that any revisions to previously reported
financial information will principally reflect:

The Company also
currently expects the correction of these items to:

The Company does
not currently expect the correction of these items to affect
distributable cash flow for previously reported periods.

Accordingly, the
above-referenced consolidated financial statements of the
Company, the reports of Deloitte Touche LLP, the Companys
independent registered public accounting firm (Deloitte), with
respect to the Audited Financial Statements, and other financial
information relating to the periods covered by such consolidated
financial statements and any press releases, investor
presentations or other communications that contain or relate to
such consolidated financial information should no longer be
relied upon.

The Company
determined that it did not recognize the aforementioned cemetery
revenues and costs because of a material weakness in its internal
controls and procedures that are intended to identify the point
at which cemetery revenues and costs should be recognized. The
controls and procedures had not been followed consistently during
the financial periods reported in the aforementioned filings. In
connection with the Companys Annual Report on Form 10-K for the
fiscal year ended December31, 2015, as amended by Amendment No.1
thereto filed with the SEC on November9, 2016, management
identified deficiencies in its processes and procedures that
constitute material weaknesses in our internal control over
financial reporting and concluded that its internal control was
not effective as of December31, 2015 due to the following
material weaknesses:

The Company will
file a Form 12b-25 (Notification of Late Filing) with the SEC to
extend the deadline to file its 2016 Form 10-K with the SEC to
March16, 2017. There can be no assurance, however, that the
Company will be able to file its 2016 Form 10-K on or prior to
March16, 2017. In the event that the Company does not file its
2016 Form 10-K on or prior to March16, 2017, the Company would be
in violation of its reporting requirements under the Securities
Exchange Act of 1934, as amended (the Exchange Act), and the SEC
could institute an administrative proceeding seeking the
revocation of the Companys registration under the Exchange Act.
The Company could also receive a notification of delinquent
status from the New York Stock Exchange (NYSE) and may face the
possible delisting of its common units from the NYSE. In
addition, the Company would lose its eligibility to use Form S-3
registration statements until the Company has timely filed its
periodic reports with the SEC for a period of twelve months.
Further, the failure to file the 2016 Form 10-K within the
periods prescribed by its credit agreement or the indenture
governing its senior notes may result in the occurrence of one or
more events of default thereunder.

3

In addition, the
Company intends to postpone its 2016 fourth quarter and year-end
earnings announcement and conference call pending the completion
of its review of its consolidated financial statements for the
periods affected.

It should be noted
that the Company has not yet concluded its review and final
determination of these items and, therefore, the information set
forth herein is preliminary in nature and subject to change.
There can be no assurance that the actual effects of the
corrections on the Companys consolidated financial statements and
distributable cash flow for the affected periods will not differ
materially from the Companys current expectations as set forth
above, or that additional items in need of correction will not be
discovered.

Management and the
Chair of the Audit Committee on behalf of the Audit Committee
discussed the matters disclosed in this Item 4.02(a) with
Deloitte.

(d)
Exhibits.

The following
exhibit is furnished herewith:

Cautionary
Note Regarding Forward-Looking Statements

Certain statements
contained in this Current Report on Form 8-K, including, but not
limited to, information regarding the review of the Companys
consolidated financial statements, the content and timing
thereof, the anticipated effects of the corrections described
herein, including the anticipated changes in the Companys
consolidated balance sheets, the impact on cash flows, including
distributable cash flow, the scope of the corrections, the filing
of a Form 12b-25, the filing of the 2016 Form 10-K, and the
postponement of the Companys 2016 fourth quarter and year-end
earnings announcement, are forward-looking statements. Generally,
the words believe, may, will, estimate, continue, anticipate,
intend, project, expect, predict and similar expressions identify
these forward-looking statements. These statements are based on
managements current expectations and estimates. These statements
are neither promises nor guarantees and are made subject to risks
and uncertainties that could cause actual results to differ
materially from those stated or implied by the forward-looking
statements, including, without limitation, risks relating to the
following: additional information arising from the Companys
continuing analysis and review of its historical recognition of
revenue and its prior financial statements and the performance of
additional work in this regard, as well as the review and audit
by the Companys registered independent public accounting firm of
the Companys prior financial statements; the Companys potential
inability to file its 2016 Form 10-K on or before March16, 2017
and the consequences thereof, including that the Company would be
in violation of its reporting requirements under the Exchange
Act, the SEC could institute an administrative proceeding seeking
the revocation of the Companys registration under the Exchange
Act, the Company could receive a notification of delinquent
status from the New York Stock Exchange and could ultimately face
the possible delisting of its common units from the NYSE, the
Company would lose its eligibility to use Form S-3 registration
statements until the Company has timely filed its periodic
reports with the SEC for a period of twelve months; the potential
for defaults under the Companys credit facility or the indenture
governing its senior notes; the Companys ability to obtain relief
from its creditors if it cannot file its 2016 Form 10-K within the period
prescribed by the Companys credit facility or the indenture
governing its senior notes, the terms on which such relief might
be granted and any restrictions that might be imposed in
connection with any relief that might be obtained; litigation and
governmental investigations or proceedings arising out of or
related to accounting and financial reporting matters; the
Companys ability to maintain an effective system of internal
controls and disclosure controls, and other risks described in
the Companys filings with the SEC. Except as required under
applicable law, the Company assumes no obligation to update or
revise any forward-looking statements made herein or any other
forward-looking statements made by it, whether as a result of new
information, future events or otherwise.