SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____ Commission File No. 1-8796 QUESTAR CORPORATION (Exact name of registrant as specified in its charter) STATE OF UTAH 87-0407509 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 45433, 180 East First South, Salt Lake City, Utah 84145-0433 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (801) 324-5000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding as of September 30, 1996 Common Stock, without par value 40,914,709 shares QUESTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) 3 Months Ended 9 Months Ended 12 Months Ended September 30, September 30, September 30, 1996 1995 1996 1995 1996 1995 (In Thousands, Except Per Share Amounts) REVENUES $145,952 $111,922 $516,189 $466,423 $699,053 $667,604 OPERATING EXPENSES Natural gas purchases 44,379 23,791 163,571 143,938 219,052 216,890 Operating and maintenance 46,392 43,246 143,606 135,451 187,880 179,683 Depreciation and amortization 25,033 22,201 75,228 71,434 100,086 94,816 Other taxes 6,880 6,551 24,286 24,151 31,960 29,510 TOTAL OPERATING EXPENSES 122,684 95,789 406,691 374,974 538,978 520,899 OPERATING INCOME 23,268 16,133 109,498 91,449 160,075 146,705 INTEREST AND OTHER INCOME 2,372 8,573 12,319 14,610 15,023 15,527 WRITE-DOWN OF INVESTMENT IN NEXTEL COMMUNICATIONS (61,743) DEBT EXPENSE (9,206) (10,349) (29,526) (32,431) (39,910) (44,013) INCOME BEFORE INCOME TAXES 16,434 14,357 92,291 73,628 135,188 56,476 INCOME TAXES 3,647 2,417 28,840 20,053 41,526 7,538 NET INCOME $12,787 $11,940 $63,451 $53,575 $93,662 $48,938 Earnings per common share $0.31 $0.29 $1.55 $1.31 $2.29 $1.19 Dividends per common share $0.295 $0.295 $0.885 $0.865 $1.18 $1.15 Average common shares outstanding 40,860 40,588 40,787 40,522 40,728 40,600 See notes to consolidated financial statements. QUESTAR CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, December 31, 1996 1995 1995 (In Thousands) ASSETS Current assets Cash and short-term investments $2,702 $5,122 Accounts receivable $93,975 75,830 126,528 Inventories 24,256 31,610 28,110 Purchased-gas adjustments 13,206 Other current assets 11,381 13,549 10,965 Total current assets 142,818 123,691 170,725 Property, plant and equipment 2,545,641 2,308,645 2,330,900 Less allowances for depreciation and amortization 1,086,321 1,014,313 1,020,779 Net property, plant and equipment 1,459,320 1,294,332 1,310,121 Securities available for resale, approximates fair value 54,685 60,344 52,745 Other assets 50,302 47,851 50,962 $1,707,125 $1,526,218 $1,584,553 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Checks outstanding in excess of cash balances $4,629 Short-term loans 137,800 $41,200 $77,200 Accounts payable and accrued expenses 83,276 93,483 117,240 Purchased-gas adjustments 16,537 9,182 Current portion of long-term debt 4,704 19,004 19,004 Total current liabilities 230,409 170,224 222,626 Long-term debt, less current portion 474,006 431,691 421,695 Other liabilities and deferred credits 38,768 39,363 34,700 Deferred income taxes and investment tax credits 202,322 182,841 187,900 Redeemable cumulative preferred stock 4,840 6,211 4,957 Common shareholders' equity Common stock 289,368 281,640 283,776 Retained earnings 465,614 420,053 438,284 Note receivable from ESOP (16,000) (22,350) (21,238) Unrealized gain on securities available for resale, net of income taxes 17,335 16,545 11,853 Foreign currency translation adjustment 463 Total common shareholders' equity 756,780 695,888 712,675 $1,707,125 $1,526,218 $1,584,553 See notes to consolidated financial statements. QUESTAR CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 9 Months Ended September 30, 1996 1995 (In Thousands) OPERATING ACTIVITIES Net income $63,451 $53,575 Depreciation and amortization 78,926 75,077 Deferred income taxes and investment tax credits 11,027 7,217 Gain from the sales of securities (6,265) (2,294) 147,139 133,575 Changes in operating assets and liabilities (11,123) 42,273 NET CASH PROVIDED FROM OPERATING ACTIVITIES 136,016 175,848 INVESTING ACTIVITIES Capital expenditures Purchase of property, plant and equipment (235,916) (65,845) Other investments (4,197) (2,520) Total capital expenditures (240,113) (68,365) Proceeds from disposition of property, plant and equipment 7,941 4,108 Proceeds from the sales of securities 13,202 9,185 NET CASH USED IN INVESTING ACTIVITIES (218,970) (55,072) FINANCING ACTIVITIES Issuance of common stock 6,814 5,600 Common stock repurchased (1,222) (515) Redemption of preferred stock (117) (113) Issuance of long-term debt 97,000 2,000 Repayment of long-term debt (58,989) (45,989) Increase (decrease) in short-term loans 60,600 (53,700) Checks outstanding in excess of cash balances 4,629 Payment of dividends (36,391) (35,438) Other 5,508 2,532 NET CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES 77,832 (125,623) DECREASE IN CASH AND SHORT-TERM INVESTMENTS ($5,122) ($4,847) See notes to consolidated financial statements. QUESTAR CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) September 30, 1996 Note A - Basis of Presentation The interim financial statements furnished reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. Due to the seasonal nature of the business, the results of operations for the three-and nine-month periods ended September 30, 1996, are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1995. Note B - Purchase of Gas and Oil Reserves In the third quarter of 1996 the Company's Market Resources group completed two separate acquisitions of gas and oil reserves that added approximately 194 billion cubic feet equivalent (Bcfe) of gas and oil reserves for a total cost of $164 million. The Company purchased producing properties and facilities in Texas, Oklahoma and Louisiana for $111.4 million adding 157 Bcfe of reserves from PMC Reserve Acquisition Co., which is owned by Encap Investments L. C. and Pitts Energy Group. The other purchase, involving Canadian properties primarily located in the Alberta, Canada region, cost $52.4 million and added 37 Bcfe of reserves. Initially the acquisitions were financed through the existing production-based credit facility and short-term bank loans. The Company intends to expand its production-based credit facility from $130 million to $200 million to ultimately fund the acquisitions. QUESTAR CORPORATION AND SUBSIDIARIES MANAGEMENT'S ANALYSIS September 30, 1996 (Unaudited) Market Resources Operations - Celsius Energy, Universal Resources, Wexpro, Questar Gas Management, Questar Energy Trading, and Questar Energy Services (Market Resources group) conduct the Company's exploration, production, gas gathering and processing, and energy marketing operations. Operating results include gas gathering and processing activities transferred to the Market Resources line of business from Questar Pipeline's natural gas transmission activities. Following is a summary of financial results and operating information. 3 Months Ended 9 Months Ended 12 Months Ended September 30, September 30, September 30, 1996 1995 1996 1995 1996 1995 (Dollars in Thousands) FINANCIAL RESULTS Revenues From unaffiliated customers $94,379 $64,116 $242,749 $193,164 $301,385 $253,025 From affiliates 15,581 17,724 52,865 56,820 76,114 78,901 Total revenues $109,960 $81,840 $295,614 $249,984 $377,499 $331,926 Operating income $14,544 $11,759 $42,520 $38,166 $56,128 $54,801 Net income 9,651 9,056 27,819 27,504 35,610 37,716 OPERATING STATISTICS Production volumes - Natural gas (in million cubic feet) 9,998 7,029 28,331 24,738 36,256 33,984 Oil and natural gas liquids (in thousands of barrels) 625 590 1,764 1,850 2,350 2,513 Production revenues Natural gas (per thousand cubic feet) $1.49 $1.21 $1.50 $1.33 $1.46 $1.37 Oil and natural gas liquids (per barrel) $18.17 $15.78 $17.69 $15.95 $17.27 $15.80 Gas marketing volumes (in thousands of decatherms) 37,819 32,383 94,040 80,962 122,452 103,964 Natural gas gathering volumes (in thousands of decatherms) For unaffiliated customers 13,821 10,069 34,380 29,816 43,592 38,891 For Mountain Fuel 5,845 5,083 20,218 21,943 29,966 32,817 For other affiliated custome 2,031 1,173 6,432 4,268 8,113 6,102 Total gathering 21,697 16,325 61,030 56,027 81,671 77,810 Gathering revenues (per decatherm) $0.25 $0.31 $0.25 $0.29 $0.25 $0.29 Revenues were 34% higher for the third quarter of 1996 and 18% higher for the first nine months of 1996 when compared with the same periods in 1995 as a result of increased gas and oil selling prices, natural gas production and gas-marketing volumes. The average selling price for natural gas increased 23% and natural gas production increased 42% in the third quarter of 1996 when compared with the same quarter of 1995. Production increased in part due to the acquisitions of producing properties in Texas, Oklahoma, Louisiana and in the Alberta, Canada region. In two separate acquisitions, the Company spent a total of approximately $164 million and added about 194 billion cubic feet equivalent of gas and oil reserves. Daily production from these properties is expected to be 29,000 Mcf of gas and 3,000 barrels of oil. In addition, Celsius Energy, which shut-in about 50% of its gas production in the second half of 1995, was producing near full capacity. Energy prices appear to have strengthened going into this year's heating season. Market Resources has price hedges in place for between 70 and 80 percent of its natural gas production through February 1997, dropping to about 50 percent after April. Price hedges are in place for between 50 and 60 percent of equity oil production that continue through most of next year. The majority of natural gas prices are hedged at about $1.70 per Mcf net back to the well; while oil prices range between $18.00 and $21.00 per bbl. Gas marketing volumes were substantially higher in the 1996 periods presented because of an increased effort to utilize undersubscribed natural gas pipeline capacity. Revenues from cost-of-service operation of Mountain Fuel's gas wells were lower for the 1996 periods presented as a result of lower operating expenses and a declining investment base. Customers' buy-outs of gas-sales contracts added $2.8 million to after-tax earnings of the Market Resources group for the first nine months of 1995 and were not repeated in 1996. Regulated Services Operations - Mountain Fuel and Questar Pipeline conduct the Company's regulated services of natural gas distribution, transmission and storage. Natural Gas Distribution -- Mountain Fuel conducts the Company's natural gas distribution operations. Following is a summary of financial results and operating information. 3 Months Ended 9 Months Ended 12 Months Ended September 30, September 30, September 30, 1996 1995 1996 1995 1996 1995 (Dollars in Thousands) FINANCIAL RESULTS Revenues From unaffiliated customers $41,451 $38,842 $243,082 $244,649 $357,191 $378,595 From affiliates 746 989 1,945 3,293 2,663 3,841 Total revenues 42,197 39,831 245,027 247,942 359,854 382,436 Natural gas purchases 16,559 16,524 117,168 131,799 175,975 209,911 Revenues less natural gas purchases $25,638 $23,307 $127,859 $116,143 $183,879 $172,525 Operating income (loss) ($4,841) ($7,494) $28,419 $17,797 $54,344 $44,227 Net income (loss) (4,447) (4,925) 13,787 8,288 29,167 26,139 OPERATING STATISTICS Natural gas volumes (in thousands of decatherms) Residential and commercial sales 7,575 6,826 53,983 50,339 77,594 78,697 Industrial sales 1,569 1,736 5,921 6,989 8,142 10,219 Transportation for industrial customers 12,391 13,585 37,166 45,146 51,589 61,206 Total deliveries 21,535 22,147 97,070 102,474 137,325 150,122 Natural gas revenues (per decatherm) Residential and commercial $4.29 $4.57 $3.98 $4.25 $4.08 $4.20 Industrial sales 2.14 2.27 2.14 2.48 2.19 2.50 Transportation for industrial customers 0.12 0.10 0.12 0.10 0.11 0.10 Heating degree days Actual 144 77 3,357 3,189 5,215 5,625 Normal 110 110 3,594 3,594 5,801 5,801 Colder (warmer) than norm 31% (30%) (7%) (11%) (10%) (3%) Number of customers at end of period 603,647 579,352 Revenues less natural gas purchases were higher for the 1996 periods presented when compared with the same periods of 1995 due to colder weather, an increase in the number of customers served and a favorable late 1995 rate case settlement. With the exception of the third quarter of 1996, temperatures were warmer than normal in the periods presented. The number of customers served by Mountain Fuel grew 4.2% since September 30, 1995. The provisions of the 1995 rate case settlement with the Public Service Commission of Utah provide for a weather-normalization adjustment, a new customer connection fee and sharing of transportation capacity release credits. The weather-normalization adjustment results in an adjustment in revenues for weather variations above or below normal temperatures. Under the provisions of the Utah rate settlement, the weather-normalization adjustment will be extended to all residential and commercial volumes beginning October 1, 1996. Utah residential customers could choose to be exempt from this adjustment by notifying Mountain Fuel prior to October 1. However, less than 1 percent of Mountain Fuel's residential customers chose this exemption. Mountain Fuel received approval from the Public Service Commission of Wyoming to implement a weather-normalization adjustment for all residential and commercial customers beginning September 1, 1996. The other terms of the settlement of the Utah rate case are expected to add about $3.7 million in annual revenues and authorized an increase in Mountain Fuel's allowed return on rate base from 10.08% to between 10.22% and 10.34%. Volumes delivered to industrial customers were 9% less in the third quarter of 1996 and 17% less in the first nine months of 1996 when compared with the same periods of 1995 due to a continued abundance of low-cost hydroelectric power. Margins from gas delivered to industrial customers are substantially lower than from gas sold to residential and commercial customers. Natural Gas Transmission Operations -- Questar Pipeline conducts the Company's natural gas transmission and storage operations. Operating results exclude gas gathering and processing activities transferred to the Market Resources line of business from Questar Pipeline's natural gas transmission activities. Following is a summary of financial results and operating information. 3 Months Ended 9 Months Ended 12 Months Ended September 30, September 30, September 30, 1996 1995 1996 1995 1996 1995 (Dollars in Thousands) FINANCIAL RESULTS Revenues From unaffiliated customers $9,539 $8,525 $28,986 $27,052 $38,714 $34,093 From affiliates 16,647 14,718 49,002 43,873 63,121 60,862 Total revenues $26,186 $23,243 $77,988 $70,925 $101,835 $94,955 Operating income $12,423 $11,037 $35,894 $32,913 $47,469 $44,891 Net income 6,120 5,185 16,906 15,570 22,604 21,795 OPERATING STATISTICS Natural gas transportation volumes (in thousands of decatherms) For unaffiliated customers 30,502 36,580 103,533 114,127 141,349 146,484 For Mountain Fuel 14,035 10,888 67,617 55,640 91,849 78,998 For other affiliated customers 13,498 10,941 28,367 27,300 39,906 40,217 Total transportation 58,035 58,409 199,517 197,067 273,104 265,699 Transportation revenues (per decatherm) $0.29 $0.26 $0.25 $0.24 $0.24 $0.24 A rate increase and expanded firm gas-storage activities resulted in higher revenues in the 1996 periods presented. Questar Pipeline filed for a rate increase with the Federal Energy Regulatory Commission (FERC) on July 31, 1995. Questar Pipeline began collecting revenues under the new rate structure, subject to refund, February 1, 1996. The FERC approved a rate settlement July 1, 1996. The settlement included a stated return on equity of 11.75% and allowed Questar Pipeline to collect a greater share of costs from firm transportation customers. As a result of the new rate structure, Questar Pipeline is expected to add approximately $5.9 million to annual revenues or $3 million in after-tax income. Questar Pipeline had fully reserved for the differences between the filed rates and the settlement rates and as a result there was no significant impact on net income. In addition to the rate increase, Questar Pipeline reported higher revenues from its expanded firm gas-storage activities. Firm-storage capacity increased from 41.8 Bcf to 46.3 Bcf in May 1995. Questar Pipeline and Mountain Fuel have consolidated various financial, technical, administrative and other support functions in an ongoing effort to improve efficiency and coordination. Consolidated Results of Operations -- Consolidated revenues were higher for the 3-, 9- and 12-month periods ended September 30, 1996 when compared with the same periods of 1995 due to increased gas-marketing volumes sold, increased gas production, higher gas and oil selling prices and rate increases for gas distribution, transmission and storage activities. Natural gas purchase expenses were higher in the 1996 periods due primarily to an increase in the volumes of gas purchased for gas-marketing activities. Natural gas purchase expenses for natural gas distribution activities were lower in the 1996 periods because of reduced natural gas purchase costs allowed in rates. The gas cost allowed in distribution rates has decreased from $1.31 per dth beginning in August 1995 to $1.08 per dth beginning in August 1996. Operating and maintenance expenses were higher for the 1996 periods when compared with the same periods in the prior year. The increases resulted from not repeating the recognition of production credits which amounted to $1.5 million in the first half of 1995, some one-time expenses from gas transmission operations related to the February 1996 rate case settlement, an increase in the number of distribution customers and the operations of the recently acquired gas and oil properties. The combined benefits of an early retirement program and consolidation of gas distribution operations beginning in mid-1995 partially offset these increases. Depreciation expenses were higher for the 1996 periods when compared to the same 1995 periods because of increased gas and oil production and investment in property, plant and equipment. The full cost amortization rate was $.77 per equivalent Mcf for the first nine months of 1996, which included Canadian properties. The comparable rate for the 1995 period was $.80 per Mcfe. Interest and other income was lower for the third quarter and nine months of 1996 when compared with the same periods of 1995. Market Resources settled gas-sales contracts in the 1995 periods that were not repeated in 1996, which added pretax earnings of $2,200,000 in the third quarter of 1995 and $4,300,000 for the first nine months of 1995. Pretax earnings from selling securities were $2,600,000 less for the third quarter of 1996 when compared with the 1995. However, pretax earnings from selling securities for the nine months of 1996 were $2,600,000 higher in 1996. Earnings from unconsolidated affiliates were $452,000 lower in the quarter and $1,057,000 in the first nine months of 1996 due primarily to losses reported by the Western Market Center. In the third quarter of 1994, Questar Corporation sold Questar Telecom to Nextel Communications in exchange for 3.9 million shares of Nextel common stock and reported a $38,126,000 after-tax gain from the sale. At year end 1994, the Company wrote down its investment in Nextel Communications by $61,743,000. This amounted to $38,126,000, or $.95 per share, after income taxes. The writedown of investment in Nextel was included in operating results for the 12 months ended September 30, 1995. The effective income tax rate for the first nine months was 31.2% in 1996 and 27.2% in 1995. The Company recognized $6,498,000 of tight-sands gas production tax credits in the 1996 period and $6,835,000 in the 1995 period. In 1996 the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of without a significant impact to either operating results or the balance sheet. The Company continues to apply the full-cost accounting rules, which include a quarterly full-cost ceiling test, to its gas and oil assets. The provisions of SFAS No. 121 do not supersede full-cost accounting rules. Liquidity and Capital Resources -- Operating Activities: Net cash provided from operating activities was $136,016,000 for the first nine months of 1996, compared with $175,848,000 for the same period of 1995. The decrease in cash flow resulted primarily from higher receivables balances caused by increased gas marketing sales, lower gas purchase costs collected in rates from gas distribution customers and a refund of gas costs to gas distribution customers in the first quarter of 1996. Investing Activities: Capital expenditures were $240,113,000 for the first nine months of 1996, up $171,748,000 from the $68,365,000 reported for the same period a year ago. The purchase of gas and oil reserves by the Market Resources group amounted to $163,800,000. Proceeds from the sales of securities amounted to $13,202,000 in 1996 and $9,185,000 in 1995. A comparison of capital expenditures by line of business for the first nine months of 1996 and 1995 plus an estimate for calendar year 1996 are as follows: Estimate Actual 12 Months Nine Months Ended Ended September 30, Dec. 31, 1996 1995 1996 (In Thousands) Capital Expenditures Market Resources $180,410 $16,974 $197,100 Regulated Services Natural gas distribution 30,908 30,505 55,000 Natural gas transmission 14,328 17,624 24,300 Total Regulated Services 45,236 48,129 79,300 Other operations 14,467 3,262 30,400 $240,113 $68,365 $306,800 Financing Activities: For the first nine months of 1996 short-term debt increased $60,600,000 and long-term debt increased $38,011,000 primarily to fund the acquisitions of gas and oil reserves. The Company intends to expand its production-based credit facility from $130,000,000 to $200,000,000 to ultimately fund the acquisitions. The Company plans to finance the remainder of 1996 capital expenditures through net cash provided from operating activities, bank borrowings, and proceeds from its dividend reinvestment plan. Short-term bank borrowings were $20,000,000 and commercial paper borrowings were $117,800,000 at September 30, 1996. Short-term bank borrowings were $10,000,000 and commercial paper borrowings were $31,200,000 at September 30, 1995. Short-term bank lines of credit serve as backup to borrowings made under the commercial paper program. The Company's lines of credit borrowing capacity was $100,000,000 at September 30, 1996. Borrowing capacity increases to $135,000,000 from October 1 to March 31 anticipating seasonal credit demands. In addition, the Company has arranged a $75,000,000 short-term borrowing facility with a bank. The Company repaid a $19,000,000, 8.25% ESOP note as scheduled on July 1, 1996. PART II OTHER INFORMATION Item 5. Other Information. On October 25, 1996, the Company's Board of Directors appointed Gary L. Nordloh to serve as a director for the remainder of a term that will expire in May of 1998. Mr. Nordloh, age 49, serves as the Company's Executive Vice President with responsibility for the market resources segment. (This segment includes exploration and production, gathering and field processing, energy trading and marketing, and nonregulated retail activities.) He also serves as the President and Chief Executive Officer of the Company's affiliates conducting these activities;Wexpro Company, Celsius Energy Company, Universal Resources Corporation, Questar Gas Management Company, Questar Energy Trading Company, Questar Energy Services, Inc., and Celsius Energy Resources, Ltd. Mr. Nordloh has more than 12 years of service with the Company, joining in 1984 after working for Amoco Production Company and Hamilton Brothers Oil Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. QUESTAR CORPORATION (Registrant) November 13, 1996 /s/ R. D. Cash (Date) R. D. Cash Chairman of the Board, President and Chief Executive Officer November 13, 1996 /s/ S. E. Parks (Date) S. E. Parks Vice President, Treasurer and Chief Financial Officer