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Exhibit 99.1


*MOR-1*		UNITED STATES BANKRUPTCY COURT


CASE NAME:		Memorial Production Partners LP, et al.
CASE NUMBER:		17-30262


PROPOSED PLAN DATE:		N/A - POR confirmed


		PETITION DATE:		01/16/17
		DISTRICT OF TEXAS:		Southern
		DIVISION:		Houston

MONTHLY OPERATING REPORT SUMMARY


(Amounts in Thousands)	MEMP*
*MONTH*	Apr-17
REVENUES (MOR-6)	$	24,937
OPERATING INCOME (LOSS) (MOR-6)	$	334
NET INCOME (LOSS) (MOR-6)	$	(37,194	)
PAYMENTS TO INSIDERS (MOR-9)	$	313
PAYMENTS TO PROFESSIONALS (MOR-9)	$	2,093
TOTAL DISBURSEMENTS (MOR-7)	$	32,719

***The original of this document must be filed with the United States Bankruptcy Court and a copy must be sent to the United States Trustee***


REQUIRED INSURANCE MAINTAINED AS OF SIGNATURE DATE		*Term*
Directors’ & Officers’ Liability	☑ YES	6/1/16-5/4/23
Oil Pollution Act Liability	☑ YES	10/31/16-10/31/17
Workers’ Compensation/Employer’s Liability	☑ YES	6/1/16-10/31/17
Excess Liability	☑ YES	10/31/16-10/31/17
Other	☑ YES	Various


		CHECK ONE
Are all accounts receivable being collected within terms?		☑Yes	☐No
Are all post-petition liabilities, including taxes, being paid within terms?		☑Yes	☐No
Have all tax returns and other required government filings been timely paid?		☑Yes	☐No
Have any pre-petition liabilities been paid?		☑Yes	☐No
If so, describe	Payments made consistent with First Day Orders
Are all funds received being deposited into Debtor in Possession bank accounts?		☑Yes	☐No
Were any assets disposed of outside the normal course of business?		☐Yes	☑No
If so, describe
Are all U.S. Trustee Quarterly Fee Payments current?		☑Yes	☐No


What is the status of your Plan of Reorganization?				Plan of Reorganization effective on 5/4/17.



ATTORNEY NAME:		Courtney K. Stone
FIRM NAME:		Weil, Gotshal & Manges LLP
ADDRESS:		700 Louisiana St, Suite 1700

CITY, STATE, ZIP:		Houston, TX 77002-2755
TELEPHONE/FAX:		713-546-5000 / 713-224-9511
EMAIL:		courtney.stone@weil.com

MOR-1

*	Memorial Production Partners LP, et al.

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Memorial Production Partners LP (6667); Memorial Production Partners GP LLC; MEMP Services LLC (1887); Memorial Production Operating LLC; Memorial Production Finance Corporation (3356); WHT Energy Partners LLC; WHT Carthage LLC; Memorial Midstream LLC; Beta Operating Company, LLC; Columbus Energy, LLC; Rise Energy Operating, LLC; Rise Energy Minerals, LLC; Rise Energy Beta, LLC; San Pedro Bay Pipeline Company (1234); and Memorial Energy Services LLC. The Debtors’ mailing address is 500 Dallas Street, Suite 1600, Houston, Texas 77002.

Page 1 of 11


CASE NAME:		Memorial Production Partners LP, et al.
CASE NUMBER:		17-30262

Notes to the Monthly Operating Report

INTRODUCTION:

This monthly operating report (“MOR”) is unaudited and does not purport to represent financial statements prepared in accordance with GAAP nor is it intended to fully reconcile to the consolidated financial statements prepared by the Debtors or Reorganized Debtors. Unlike the consolidated financial statements, the MOR reflects the assets and liabilities of each Debtor, except where otherwise indicated. Information contained in the MOR has been derived from the Debtors’ books and records. Therefore, in order to comply with their obligations to provide MORs during these Chapter 11 Cases, the Reorganized Debtors have prepared this MOR using the best information presently available to them, which has been collected, maintained, and prepared in accordance with their historical accounting practices. This MOR is, thus, true and accurate to the best of the Reorganized Debtors’ knowledge, information and belief based on currently available data. The results of operations and financial position contained herein are not necessarily indicative of results that may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Reorganized Debtors in the future.

RESERVATION OF RIGHTS:

Given the complexity of the Debtors’ and Reorganized Debtors’ business, inadvertent errors or omissions may have occurred. Accordingly, the Reorganized Debtors hereby reserve all of their rights to dispute the validity, status, enforceability, or executory nature of any claim amount, representation or other statement in this Monthly Operating Report and reserve the right to amend or supplement this Monthly Operating Report, if necessary, but shall be under no obligation to do so.

Notes to MOR-1 and MOR-2:

The income statement and balance sheet are represented on a consolidated basis at the Memorial Production Partners LP (“MEMP”) level. Intercompany balances have been eliminated for all MEMP debtors.

Notes to MOR-3:

Prepetition interest payable has been included in reported amounts for Debt.

Page 2 of 11


CASE NAME:		Memorial Production Partners LP, et al.
CASE NUMBER:		17-30262

Notes to the Monthly Operating Report

Notes to MOR-4:

The Reorganized Debtors have sought to allocate liabilities between the prepetition and postpetition periods based upon the information available at the time of, and research conducted in connection with, the preparation of this MOR. As additional information becomes available and further research is conducted, the Reorganized Debtors’ allocation of liabilities between the prepetition and postpetition periods may change. The liability information, except as otherwise noted, is listed as of the close of business as of the end of the month. Accordingly, the Reorganized Debtors reserve all rights to amend, supplement or otherwise modify this MOR as necessary and appropriate. Accrued liabilities have not been evaluated as liabilities subject to compromise and are subject to material change.

Notes to MOR-5:

The accounts payable and account receivable agings are presented on a consolidated basis at the MEMP level. Intercompany balances are excluded from the agings.

Notes to MOR-6:

The income statement is presented on a consolidated basis. Reorganization items, net primarily represents legal fees, other professional advisory fees, and other expenses directly associated with the Chapter 11 proceedings since the Petition Date.

Notes to MOR-7:

Although payment of prepetition claims is generally not permitted, the Bankruptcy Court authorized the Debtors to pay certain prepetition claims in designated categories. This relief generally was designed to preserve the value of the Debtors’ business and assets. The Debtors have paid and continue to pay undisputed postpetition obligations in the ordinary course of business.

Intercompany receipts and disbursements are excluded from this report. Based on centralized cash management practices, almost all disbursements are made by Memorial Production Operating LLC and Beta Operating Company, LLC on behalf of all Debtors. To conform to U.S. Trustee disbursement reporting requests to track disbursements by Debtor, the Reorganized Debtors have made a reasonable effort to assign these disbursements to the entity on whose behalf the payment was made, but this assignment may differ somewhat from the final intercompany accounting. The Reorganized Debtors have added a second column (2) to show the corporate entity that made the disbursement.

Notes to MOR-8:

MOR-08 excludes restricted accounts related to decommissioning funds and collateral deposits totaling $155,942,542 as of April 30, 2017 and a lockbox the Debtors maintain. Any checks sent to the lockbox are deposited into account ending x3030 the same day.

Notes to MOR-9:

The list of insiders is consistent with public disclosures of Memorial Production Partners LP and other filings associated with this Chapter 11 case. Payments to ordinary course professionals or consultants are not included in MOR-9.

Payments to insiders in February, 2017 include $1.025 million in payments under the Key Employee Incentive Plan. These payments were funded by a nondebtor entity, MEMP S-1 Inc. The funds flowed from MEMP S-1 Inc. through the main operating account of Memorial Production Operating LLC to MEMP Services LLC, the entity that processes employee payroll, for processing and disbursement.

Page 3 of 11


CASE NAME:		Memorial Production Partners LP, et al.
CASE NUMBER:		17-30262

UNITED STATES BANKRUPTCY COURT

MOR-2 - COMPARATIVE BALANCE SHEETS


PETITION DATE:		01/16/17
DISTRICT OF TEXAS:		Southern
PERIOD:		As of April 30, 2017

COMPARATIVE BALANCE SHEETS

(Amounts in Thousands)


Unaudited	MEMP (*)			MEMP (*)			MEMP (*)			MEMP (*)
ASSETS	MONTH Jan-17			MONTH Feb-17			MONTH Mar-17			MONTH Apr-17
Current assets:
Cash and cash equivalents	$	49,147		$	65,807		$	73,154		$	75,127
Accounts receivable		35,164			31,319			30,823			31,048
Short-term derivative instruments		39,598			43,300			42,567			44,344
Prepaid expenses and other current assets		11,903			9,719			7,512			10,229

Total current assets		135,812			150,146			154,055			160,748

Property and equipment, at cost:
Oil and natural gas properties		3,116,032			3,118,152			3,119,878			3,124,137
Support equipment and facilities		199,121			199,061			199,304			199,463
Other PP&E		15,394			15,394			15,394			15,420
Accumulated depreciation, depletion and impairment		(1,768,946	)		(1,771,049	)		(1,777,671	)		(1,786,487	)

Property and equipment, net		1,561,602			1,561,557			1,556,905			1,552,533
Long-term derivative instruments		37,061			35,968			34,797			31,437
Restricted investments		155,783			155,838			155,888			155,943
Other long-term assets		2,060			2,016			1,973			1,929

Total assets	$	1,892,318		$	1,905,525		$	1,903,617		$	1,902,590

*	See MOR Notes

MOR-2

Page 4 of 11


CASE NAME:		Memorial Production Partners LP, et al.
CASE NUMBER:		17-30262

UNITED STATES BANKRUPTCY COURT

MOR-3 - COMPARATIVE BALANCE SHEETS


PETITION DATE:		01/16/17
DISTRICT OF TEXAS:		Southern
PERIOD:		As of April 30, 2017

COMPARATIVE BALANCE SHEETS

(Amounts in Thousands)


Unaudited	MEMP		MEMP		MEMP		MEMP
LIABILITIES	MONTH Jan-17		MONTH Feb-17		MONTH Mar-17		MONTH Apr-17
Liabilities:
Post-petition liabilities (MOR-4)	$	633,692	$	638,041	$	664,783	$	700,349
Liabilities subject to compromise (LSTC):
Accounts payable		3,033		2,345		1,257		1,389
Revenues payable		25,453		23,437		0		0
Debt (*)		1,157,656		1,157,605		1,161,048		1,161,156

Total liabilities subject to compromise		1,186,142		1,183,387		1,162,305		1,162,545

Total liabilities		1,819,834		1,821,428		1,827,089		1,862,894

Equity:
Partners’ equity		72,483		84,097		76,528		39,696

Total partners’ equity		72,483		84,097		76,528		39,696

Total liabilities and equity	$	1,892,318	$	1,905,525	$	1,903,617	$	1,902,590

*	See MOR Notes

MOR-3

Page 5 of 11


CASE NAME:		Memorial Production Partners LP, et al.
CASE NUMBER:		17-30262

UNITED STATES BANKRUPTCY COURT

MOR-4 - SCHEDULE OF POST-PETITION LIABILITIES


PETITION DATE:		01/16/17
DISTRICT OF TEXAS:		Southern
PERIOD:		As of April 30, 2017

COMPARATIVE BALANCE SHEETS

(Amounts in Thousands)


Unaudited	MEMP		MEMP		MEMP		MEMP
	MONTH		MONTH		MONTH		MONTH
	Jan-17		Feb-17		Mar-17		Apr-17
Current liabilities:
Accounts payable	$	281	$	2,484	$	2,483	$	1,501
Revenues payable		0		0		22,678		22,747
Accrued liabilities		17,857		19,206		22,601		58,314
Short-term derivative instruments		0		0		0		0
Current portion of long-term debt		454,799		454,799		454,799		454,799
Accrued interest payable		0		0		0		0
Other accrued liabilities		0		0		0		0

Total current liabilities		472,937		476,489		502,561		537,361

Noncurrent liabilities:
Long-term derivative instruments		0		0		0		0
Long-term debt		0		0		0		0
Asset retirement obligations		155,740		156,567		157,390		158,196
Other long-term liabilities		5,016		4,986		4,832		4,792

Total noncurrent liabilities		160,755		161,553		162,223		162,988

*TOTAL POST-PETITION LIABILITIES () (MOR-3)**	$	633,692	$	638,041	$	664,783	$	700,349

*	See MOR Notes

MOR-4

Page 6 of 11


CASE NAME:		Memorial Production Partners LP, et al.
CASE NUMBER:		17-30262

UNITED STATES BANKRUPTCY COURT

MOR-5 - POST-PETITION AP/AR AGING


PETITION DATE:		01/16/17
DISTRICT OF TEXAS:		Southern
PERIOD:		As of April 30, 2017

AGING OF POST-PETITION PAYABLES

(Amounts in Thousands)


Unaudited	MEMP		MEMP		MEMP		MEMP
DAYS	Jan-17		Feb-17		Mar-17		Apr-17
0-30	$	281	$	2,467	$	2,482	$	1,500
31-60		0		17		1		1
61-90		0		0		0		0
91+		0		0		0		0

TOTAL	$	281	$	2,484	$	2,483	$	1,501

AGING OF ACCOUNTS RECEIVABLES

(Amounts in Thousands)


Unaudited	MEMP		MEMP		MEMP		MEMP
DAYS	Jan-17		Feb-17		Mar-17		Apr-17
0-30	$	34,582	$	30,861	$	29,956	$	30,319
31-60		238		236		120		173
61-90		13		36		19		70
91+		331		186		728		486

TOTAL	$	35,164	$	31,319	$	30,823	$	31,048

MOR-5

Page 7 of 11


CASE NAME:		Memorial Production Partners LP, et al.
CASE NUMBER:		17-30262

UNITED STATES BANKRUPTCY COURT

MOR-6 - CONSOLIDATED STATEMENTS OF OPERATIONS


PETITION DATE:		01/16/17
DISTRICT OF TEXAS:		Southern
PERIOD:		April 1, 2017 - April 30, 2017

Consolidated Statements of Operations

(Amounts in Thousands)


Unaudited	MEMP			MEMP			MEMP			MEMP
	17-Jan to			1-Feb to			1-Mar to			1-Apr to
	31-Jan			28-Feb			31-Mar			30-Apr
Revenues and other:
Oil & natural gas sales	$	14,635		$	26,052		$	24,986		$	24,811
Other revenues		53			0			0			126

Total revenues		14,688			26,052			24,986			24,937

Costs and expenses:
Lease operating		4,479			8,130			8,601			8,455
Gathering, processing, and transportation		1,407			2,340			2,788			2,459
Exploration		7			0			3			5
Taxes other than income		1,052			937			1,155			775
Depreciation, depletion and amortization		5,425			10,063			6,608			8,802
Impairment of proved oil and natural gas properties		0			0			0			0
General and administrative		2,270			4,235			9,782			5,653
Accretion of asset retirement obligations		400			827			841			842
(Gain) loss on commodity derivative instruments		(596	)		(5,961	)		(3,048	)		(2,431	)
(Gain) loss on sale of properties		0			0			0			0
Other, net		0			3			2			44

Total costs and expenses		14,444			20,574			26,731			24,604

Other income (expense):
Interest expense, net		(831	)		(1,492	)		(1,695	)		(1,661	)
Other, net		0			3			4			2

Total other income (expense)		(831	)		(1,489	)		(1,691	)		(1,659	)

Reorganization items, net (*)		(4,370	)		(2,202	)		(1,082	)		(35,868	)

Income (loss) before income taxes		(4,957	)		1,787			(4,517	)		(37,194	)
Income tax benefit		0			0			(91	)		0

Net Income (loss)	$	(4,957	)	$	1,787		$	(4,426	)	$	(37,194	)

*	See MOR Notes

MOR-6

Page 8 of 11


CASE NAME:		Memorial Production Partners LP, et al.
CASE NUMBER:		17-30262

UNITED STATES BANKRUPTCY COURT

MOR-7 - CASH RECEIPTS AND DISBURSEMENTS


PETITION DATE:		01/16/17
DISTRICT OF TEXAS:		Southern
PERIOD:		April 1, 2017 - April 30, 2017

Cash Receipts and Disbursements


(Amounts in Thousands)
Company Name	Case Number		Cash Receipts		Cash Disbursements¹		Cash Disbursements²
Memorial Production Partners LP		17-30262	$	0	$	0	$	0
Memorial Production Finance Corporation		17-30248		0		0		0
San Pedro Bay Pipeline Company		17-30249		0		128		128
Rise Energy Beta, LLC		17-30250		0		2,654		0
Rise Energy Minerals, LLC		17-30251		0		0		0
Rise Energy Operating, LLC		17-30252		0		0		0
Beta Operating Company, LLC		17-30253		6,108		757		3,411
Columbus Energy, LLC		17-30254		0		1,123		0
WHT Carthage LLC		17-30255		0		0		0
WHT Energy Partners LLC		17-30256		0		640		0
Memorial Energy Services LLC		17-30257		0		0		0
Memorial Midstream LLC		17-30258		0		0		0
Memorial Production Operating LLC		17-30259		28,583		24,073		25,836
MEMP Services LLC		17-30260		1		3,344		3,344
Memorial Production Partners GP LLC		17-30261		0		0		0

Total			$	34,692	$	32,719	$	32,719

¹	See MOR Notes. Reflects estimated disbursements made on behalf of the respective debtor and subject to US Trustee Quarterly Fees.

²	See MOR Notes. Reflects disbursements made from the cash accounts of the respective debtor.

MOR-7

Page 9 of 11


CASE NAME:		Memorial Production Partners LP, et al.
CASE NUMBER:		17-30262

UNITED STATES BANKRUPTCY COURT

MOR-8 - CASH RECONCILIATION


PETITION DATE:		01/16/17
DISTRICT OF TEXAS:		Southern
PERIOD:		As of April 30, 2017

Bank Account Information (*)

(Amounts in Thousands)


BANK NAME	COMPANY NAME	ACCOUNT NUMBER ENDING		BANK BALANCE		ENDING CASH - PER BOOKS
Wells Fargo	Memorial Production Operating LLC		3030	$	83,147	$	83,147
Wells Fargo	Memorial Production Operating LLC		2164		0		(2,276	)
Wells Fargo	Memorial Production Operating LLC		2179		0		(3,894	)
Wells Fargo	Beta Operating LLC		1869		0		(0	)
Wells Fargo	Beta Operating LLC		0759		0		(1,568	)
Wells Fargo	MEMP Services LLC		0902		0		0
Wells Fargo	MEMP Services LLC		0910		0		0
Wells Fargo	MEMP Services LLC		1926		0		(210	)
Wells Fargo	San Pedro Bay Pipeline Company		4044		0		0
Wells Fargo	San Pedro Bay Pipeline Company		0767		0		(72	)

Total				$	83,147	$	75,127

*	See MOR Notes

MOR-8

Page 10 of 11


CASE NAME:		Memorial Production Partners LP, et al.
CASE NUMBER:		17-30262

UNITED STATES BANKRUPTCY COURT

MOR - 9 - PAYMENTS TO INSIDERS AND PROFESSIONALS


PETITION DATE:		01/16/17
DISTRICT OF TEXAS:		Southern
PERIOD:		April 1, 2017 - April 30, 2017

PAYMENTS TO INSIDERS AND PROFESSIONALS (*)

(Amounts in Thousands)

Of the total disbursements shown for the month, list the amount paid to insiders (as defined in Section

101(31)(A)-(F) of the U.S. Bankruptcy Code) and the professionals.

Also, for insiders, identify the type of compensation paid (e.g., salary, commission, bonus, etc.) (Attach additional pages as necessary).


	PERIOD		PERIOD		MONTH		MONTH
INSIDERS: NAME/COMP TYPE	1/17/2017 - 1/31/2017		2/1/2017 - 2/28/2017		3/1/2017 - 3/31/2017		4/1/2017 - 4/30/2017
1. William J. Scarff/Salary; Exp Reimb; Benefits**	$	29	$	415	$	51	$	51
2. Christopher S. Cooper/Salary; Exp Reimb; Benefits**		22		258		39		41
3. Robert L. Stillwell, Jr./Salary; Exp Reimb; Benefits**		21		251		37		41
4. Jason M. Childress/Salary; Exp Reimb; Benefits**		17		242		30		30
5. Matthew J. Hoss/Salary; Exp Reimb; Benefits**		12		102		22		22
6. Jonathan M. Clarkson/Director’s Fees		0		0		0		41
7. P. Michael Highum/Director’s Fees		0		0		0		29
8. W. Donald Brunson/Director’s Fees		0		0		0		29
9. John A. Weinzierl/Director’s Fees		0		0		0		29

TOTAL INSIDERS (MOR-1)	$	101	$	1,268	$	179	$	313


PROFESSIONALS	PERIOD 1/17/2017 - 1/31/2017		PERIOD 2/1/2017 - 2/28/2017		MONTH 3/1/2017 - 3/31/2017		MONTH 4/1/2017 - 4/30/2017
1. Linklaters LLP	$	0	$	503		265		500
2. Davis Polk & Wardwell LLP		0		320		605		1,195
3. Miller Buckfire & Co LLC		0		156		151		150
4. Opportune		0		67		39		58
5. Vinson & Elkins		0		38		22		0
6. Perella Weinberg Partners LP		0		0		153		147
7. Haynes and Boone, LLP		0		0		38		21
8. Norton Rose Fulbright LLP		0		0		38		22
9. Joele Frank, Wilkinson Brimmer Katcher		0		0		16		0

TOTAL PROFESSIONALS (MOR-1)	$	0	$	1,085	$	1,326	$	2,093

*	See MOR Notes

Payments to insiders in February, 2017 include $1.025 million in payments under the Key Employee Incentive Plan. These payments were funded by a non-debtor entity, MEMP S-1 Inc. The funds flowed from MEMP S-1 Inc. through the main operating account of Memorial Production Operating LLC to MEMP Services LLC, the entity that processes employee payroll, for processing and disbursement.

MOR-9

Page 11 of 11

INITIALS

DATE

  UST USE ONLY

I certify under penalty of perjury that the following complete Monthly Operating Report (MOR), consisting of MOR-1 through MOR-9 plus attachments, is true and correct.

SIGNED

/s/ Matthew J. Hoss Vice President, Accounting

(ORIGINAL SIGNATURE)

Matthew J. Hoss

(PRINT NAME OF SIGNATORY)