CROWN (registered trademark) Crown Central Petroleum Corporation Refiners / marketers of petroleum products & petrochemicals One North Charles Street, P.O. Box 1168, Baltimore, Maryland 21203, (410) 539-7400 EXHIBIT 20 October 31, 1996 RESULTS THIRD QUARTER 1996 Dear Shareholders: For the third quarter of 1996, Crown Central Petroleum had a net loss of $3.6 million ($.37 per share) compared to a net income of $.3 million ($.03 per share) for the same period in 1995. Sales and operating revenues in the quarter amounted to $398 million compared to $367 million last year. For the nine months, Crown is reporting a net loss of $13.6 million ($1.40 per share) on revenues of $1.2 billion. This compares to net income of $.4 million ($.04 per share) before an extraordinary charge for the early retirement of debt of $3.3 million ($.33 per share) on revenues of $1.1 billion for the same period in 1995. The reported loss for the third quarter was primarily the result of higher costs for crude and feed stocks in the world market due to a number of factors, including unrest in the Middle East. During the quarter, commodity crude traded in the range of $20 to $24 per barrel. Henry A. Rosenberg, Jr., Chairman of the Board, Chief Executive Officer and President observed, `` Gasoline and distillate prices lagged the dramatic crude oil prices increase resulting in pressure on the company's gross refining margin.'' During this period of rapidly rising crude oil prices, the company's reported operating results were negatively impacted by its use of the LIFO (last-in, first-out) method of valuing inventory. For the third quarter of 1996, LIFO negatively impacted net income by $4.3 million, compared with a $1.6 million favorable impact for the same period last year when prices decreased during the quarter. Accordingly, the company's cash flow from operations, EBITDAAL (earnings before interest, taxes, depreciation, amortization, abandonment and LIFO) was markedly stronger in the current quarter at $13.9 million compared to $10.2 million in 1995. The refining margins on the Gulf Coast continued during this period at historically low levels. In order to minimize exposure to price volatility, refiners have kept crude inventories at historic low levels. This has necessitated more spot purchases of crude supplies which adds further pressure on pricing. Current supplies of U.S. oil stocks are about 79 days versus a historic average of 93 days 10 years ago. Even with the difficult operating environment, CrownCen, Crown's marketing unit, continued to produce positive results. Merchandise sales at comparable stores were 4.3% higher and gasoline volumes were 2.2% over the same period last year. Gasoline and merchandise margins rose 2.8% and 15.4% respectively over last year's extraordinary gains. Retail net profit, at $5.7 million in both periods, remained steady even though operating expenses increased due to higher labor costs associated with the new minimum wage law and the need to maintain a competitive compensation scale. Despite this challenging environment, innovative and creative refining/marketing strategies can be developed. For example, Crown's recent arrangements for processing with Statoil and an ethylene sales agreement with Shell Chemical provide enhanced opportunities for reducing the effects of prolonged refining down cycles to which Crown continues to have exposure. Crown will actively consider other opportunities to increase its profitability and market share. These are challenging times in our industry and Crown personnel have learned it is not business as usual At the Pasadena refinery, the lock-out continues. On several occasions, Crown has offered, through the federal mediation service, to reopen negotiations to discuss the company's July 12 proposal. Unfortunately, the OCAW (Oil, Chemical and Atomic Workers Union) has failed to respond. Meanwhile, the maintenance program is on schedule and refining production at Pasadena is being maintained at the optimum operating level. Crown is pleased by the NLRB (National Labor Relations Board) dismissal of all unfair labor practice charges filed by OCAW, most notably the decision that the lock-out was not illegal. While OCAW has appealed several of the decisions, we are confident the NLRB's original findings will be affirmed. Performance of all our personnel, under difficult circumstances, has been excellent and in the finest traditions of the company. We owe a debt of gratitude and recognition to all those involved. Sincerely, HENRY A. ROSENBERG, JR. Chairman of the Board, Chief Executive Officer, and President ____ NOTE Due to a revision in recording intracompany sales transactions during the third quarter of 1996, Sales and operating revenues for the three and nine months ended September 30, 1996 as originally reported in the Letter to the Shareholders dated October 31, 1996, have been revised to exclude the effects of these transactions. This revision had no effect on net loss or net loss per share as originally reported for the three and nine months ended September 30, 1996. Crown Central Petroleum Corporation and Subsidiaries Dollars in thousands, except per share data Nine Months Ended Three Months Ended September 30 September 30 1996 1995 1996 1995 --------- -------- --------- -------- Sales and operating $ $ 397,889 $ 367,120 $ revenues 1,200,188 1,092,078 (Loss) income before (20,970) 1,929 (4,343) (290) income taxes (Loss) income before (13,634) 416 ) (3,636 304 extraordinary item (Loss) from extraordinary __ 1/ item ---- ) (3,257 ---- ---- Net (loss) income __ 2/ (13,634) (2,841) (3,636) 304 (Loss) income per share (1.40) .04 ) (.37 .03 before extraordinary item (Loss) per share from ---- ) (.33 ---- ---- extraordinary item Net (loss) income per ) (1.40 ) (.29 ) (.37 .03 share Weighted average shares used in the computation of 9,718,152 9,697,598 9,718,152 9,697,598 (loss) income per share <FN> During the first quarter of 1995, the Company incurred an __ 1/ extraordinary loss as a result of the early retirement of its outstanding 10.42% Senior Notes (Notes). The outstanding Notes were retired on January 24, 1995 from the proceeds received from the sale of $125 million of unsecured 10 7/8% Senior Notes due February 1, 2005. As a result of decreased crude oil requirement at the __ 2/ Pasadena refinery, the Company achieved a reduction in LIFO inventories during the third quarter of 996 which is expected to be replaced by year-end. The impact of this interim LIFO inventory reduction was to reduce the net loss for the three and nine months ended September 30, 1996 by approximately $2.1 million ($.22 per share). ____ NOTE Due to a revision in recording intracompany sales transactions during the third quarter of 1996, Sales and operating revenues for the three and nine months ended September 30, 1996 as originally reported in the Letter to the Shareholders dated October 31, 1996, have been revised to exclude the effects of these transactions. This revision had no effect on net loss or net loss per share as originally reported for the three and nine months ended September 30, 1996. CROWN CENTRAL PETROLEUM CORPORATION OPERATING STATISTICS Nine Months Ended Three Months Ended September 30 September 30 1996 1995 1996 1995 --------- ---------- --------- --------- COMBINED REFINERY OPERATIONS ----------------------- Production (BPD - M) 151 156 152 159 Production (MMbbl) 41.4 42.5 14.0 14.6 Sales (MMbbl) 43.9 40.2 13.8 15.0 Gross Margin ($/bbl) 2.20 2.72 2.46 1.98 Gross Profit ($MM) 96.6 109.3 33.9 29.7 Operating Cost ($/bbl) 2.19 2.47 2.32 2.16 Operating Cost ($MM) 96.3 99.2 32.1 32.4 Net Refining Profit 0.3 10.1 1.8 (2.7) (Loss) ($MM) RETAIL ----------------------- Number Stores 344 348 344 348 Volume (pmps - Mgal) 129 122 133 128 Volume (MMgal) 398 381 138 133 Gasoline Gross Margin 0.13 0.12 0.14 0.14 ($/gal) Gasoline Gross Profit 51.1 45.5 19.2 18.6 ($MM) Merchandise Sales (pmps 24.9 23.9 26.1 24.5 - $M) Merchandise Sales ($MM) 77.2 74.7 26.9 25.6 Merchandise Gross 28.9 26.3 29.2 27.2 Margin (%) Merchandise Gross 22.3 19.7 7.9 7.0 Profit ($MM) Retail Gross Profit 73.4 65.2 27.1 25.6 ($MM) Retail Operating Costs (19.4) ) (16.7 (20.0) (17.5) (pmps - $M) Retail Operating Costs (59.9) ) (52.3 (20.6) ) (18.3 ($MM) Retail Non-Operating Income (Expense) ($MM) 0.0 (3.0) (0.8) (1.6) Retail Net Profit ($MM) 13.5 9.9 5.7 5.7 WHOLESALE / TERMINAL NET PROFIT (LOSS) 1.0 0.8 1.3 (0.1) ($MM) OTHER ---------- LIFO (Provision) (15.7) 0.3 ) (6.8 2.5 Recovery ($MM) Corporate Overhead / (20.0) ) (19.1 (6.3) ) (5.7 Other ($MM) Income Tax Benefit 7.3 ) (1.5 0.7 0.6 (Expense) ($MM) (Loss) from ) (3.3 Extraordinary Item ($MM) Total Net (Loss) Income (13.6) ) (2.8 ) (3.6 0.3 ($MM) Depreciation & 24.0 28.6 8.0 9.7 Amortization ($MM) Net Interest Expense 9.5 8.5 3.3 3.1 ($MM) LIFO Provision 15.7 ) (0.3 6.8 ) (2.5 (Recovery) ($MM) Loss from Asset 0.1 0.0 0.1 0.2 Disposals ($MM) Loss from Extraordinary 3.3 Item ($MM) EBITDAAL ($MM) 28.3 38.8 13.9 10.2 Capital Expenditures 19.8 27.1 5.0 12.4 ($MM) <FN> BPD = Barrels Per Day bbl = barrel or barrels as applicable gal = gallon or gallons as applicable pmps = per month per store M = in thousands MM = in millions