SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


For the quarter ended September 30, 1996             Commission File No. 0-2504


                         MINE SAFETY APPLIANCES COMPANY

             (Exact name of registrant as specified in its charter)



                  Pennsylvania                     25-0668780                   

      (State or other jurisdiction of   (IRS Employer Identification No.)      
      incorporation or organization)



           121 Gamma Drive
           RIDC Industrial Park
           O'Hara Township
           Pittsburgh, Pennsylvania                         15238               

     (Address of principal executive offices)            (Zip Code) 


Registrant's telephone number, including area code:  412/967-3000


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 and (2) has been subject to such filing requirements for
the past 90 days.


            Yes   X                                         No      


As of October 31, 1996, there were outstanding 5,211,247 shares of common stock
without par value (includes shares held by Stock Compensation Trust).



                         PART I  FINANCIAL INFORMATION
                         MINE SAFETY APPLIANCES COMPANY
                      CONSOLIDATED CONDENSED BALANCE SHEET
                   (Thousands of dollars, except shares data)
September 30 December 31 1996 1995 ASSETS Current assets Cash $ 8,624 $ 4,807 Temporary investments, at cost plus accrued interest 19,817 27,143 Accounts receivable, less allowance (1996 - $2,996; 1995 - $2,640) 82,853 90,955 Inventories: Finished products 30,013 34,970 Work in process 14,300 16,135 Raw materials and supplies 27,762 32,516 -------- --------- Total inventories 72,075 83,621 --------- --------- Other current assets 24,512 22,099 --------- --------- Total current assets 207,881 228,625 --------- --------- Property, plant and equipment 342,431 339,263 Accumulated depreciation (194,213) (188,157) --------- --------- Net property 148,218 151,106 --------- --------- Other assets 39,162 26,869 --------- --------- TOTALS $ 395,261 $ 406,600 ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes and accounts payable $ 23,909 $ 30,126 Federal, foreign, state and local income taxes 5,302 466 Other current liabilities 46,307 41,392 --------- --------- Total current liabilities 75,518 71,984 --------- --------- Long-term debt 13,377 14,746 Noncurrent liabilities (principally employee/retiree benefits) and deferred credits 64,723 66,330 Shareholders' equity Preferred stock, 4-1/2% cumulative - authorized 100,000 shares of $50 par value; issued 71,373 shares, callable at $52.50 per share 3,569 3,569 Second cumulative preferred voting stock - authorized 1,000,000 shares of $10 par value; none issued Common stock - authorized 20,000,000 shares of no par value; issued 6,749,733 and 6,719,403 (outstanding 4,749,492 and 5,182,757) 10,866 8,300 Stock compensation trust (600,000 shares) (28,200) Cumulative translation adjustments 1,913 2,177 Retained earnings 318,589 309,712 Less treasury shares, at cost: Preferred - 48,835 and 47,935 shares (1,580) (1,553) Common - 1,400,241 and 1,536,646 shares (63,514) (68,665) --------- --------- Total shareholders' equity 241,643 253,540 --------- --------- TOTALS $ 395,261 $ 406,600 ========= =========
MINE SAFETY APPLIANCES COMPANY CONSOLIDATED CONDENSED STATEMENT OF INCOME (Thousands of dollars, except earnings per share and shares outstanding)
Three Months Ended Nine Months Ended September 30 September 30 1996 1995 1996 1995 Net sales $ 121,744 $ 119,995 $ 360,994 $ 363,364 Other income 462 1,057 2,965 4,141 ---------- ---------- ---------- ---------- 122,206 121,052 363,959 367,505 ---------- ---------- ---------- ---------- Costs and expenses Cost of products sold 74,279 74,885 227,713 223,385 Selling, general and administrative 32,561 35,035 97,375 101,459 Depreciation 4,780 4,843 15,959 15,017 Interest 324 294 993 1,298 Currency exchange (gains)/losses 88 (304) 356 832 ---------- ---------- ---------- ---------- 112,032 114,753 342,396 341,991 ---------- ---------- ---------- ---------- Income from operations before income taxes 10,174 6,299 21,563 25,514 Income taxes 4,058 2,463 8,552 10,349 ---------- ---------- ---------- ---------- Net income $ 6,116 $ 3,836 $ 13,011 $ 15,165 ========== ========== ========== ========== Earnings per common share $ 1.26 $ 0.67 $ 2.63 $ 2.61 ========== ========== ========== ========== Weighted average number of common shares outstanding 4,932,145 5,803,554 4,932,145 5,803,554 ========== ========== ========== ========== Dividends paid on preferred stock $ 13 $ 13 $ 39 $ 40 ========== ========== ========== ==========
MINE SAFETY APPLIANCES COMPANY CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Thousands of dollars)
Nine Months Ended September 30 1996 1995 OPERATING ACTIVITIES Income from operations $ 13,011 $ 15,165 Depreciation 15,959 15,017 Deferred taxes,pensions, and other non-cash charges/(credits) (2,890) (2,641) Changes in operating assets and liabilities 24,807 (6,071) Other - principally currency exchange adjustments 478 3,245 --------- --------- Cash flow from operating activities 51,365 24,715 --------- --------- INVESTING ACTIVITIES Property additions (12,191) (12,772) Property disposals 1,702 908 Acquisitions and other investing (16,480) (2,839) --------- --------- Cash flow from investing activities (26,969) (14,703) --------- --------- FINANCING ACTIVITIES Additions to long-term debt 88 134 Reductions of long-term debt (1,379) (1,661) Changes in notes payable and short term debt (1,660) (3,209) Cash dividends (4,134) (4,625) Company stock sold and purchased (20,510) (1,677) --------- --------- Cash flow from financing activities (27,595) (11,038) --------- --------- Effect of exchange rate changes on cash (310) 778 --------- --------- Increase/(decrease) in cash and cash equivalents (3,509) (248) Beginning cash and cash equivalents 31,950 54,420 --------- --------- Ending cash and cash equivalents $ 28,441 $ 54,172 ========= ========= Note 1 - Basis of Presentation The accompanying unaudited consolidated condensed financial statements include all adjustments,consisting of only normal recurring adjustments, which are, in the opinion of management of the registrant, necessary for a fair statement of the operating results for the three and nine-month periods ended September 30, 1996 and 1995. These financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and changes in cash flows in conformity with generally accepted accounting principles.
MINE SAFETY APPLIANCES COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS Most of the third quarter 1996 sales growth came from Germany, the company's largest international operation, which achieved stronger local and export sales during the quarter. Sales in most other international markets were about the same as the prior year. In Brazil, however, sales were notably behind 1995, which was a period of extraordinary economic activity in that country. Sales of portable instruments in the U.S. were also strong, boosted by fulfillment of a large special order. Commercial safety product revenues in the U.S. continued to lag prior year levels. Shipments of gas masks to the U.S. military were significantly below the prior year, as expected, due to lower levels of overall government procurement of such products. Most of the third quarter 1996 profit gains occurred in the U.S. and stemmed from improved manufacturing cost performance and inventory management along with reduced selling and administrative expenses. Profits also improved in Germany due to higher sales. Profits from Brazilian operations have fallen to more normal levels compared to the robust activity in 1995. The newly formed affiliate in Argentina has continued to incur very meaningful start-up costs. Financial results in the third quarter are a welcome improvement, driven mostly by improved operating efficiencies and internal initiatives. Product demand has been inconsistent in a seasonally slow quarter. The backlog of commercial orders for future shipment is considerably higher than it was at this time last year. This is an encouraging indication of fourth quarter potential. In August, the company acquired Rose Manufacturing Company, a leading manufacturer in the growing fall protection portion of the safety products business, and Better Breathing, Inc., a leading innovator of disposable respiratory protection products. These acquisitions will substantially strengthen the company's global position in these important market segments. Currency exchange adjustments charged directly to the equity cumulative translation adjustments account are shown below. Significant third quarter 1996 gains relate primarily to Germany and Italy. Significant third quarter 1995 losses relate to Germany and Japan; year to date translation gains relate to Germany and Netherlands.
Three Months Ended Nine Months Ended September 30 September 30 1996 1995 1996 1995 (Thousands of dollars)(Thousands of dollars) Translation (gains)/losses (914) 2,039 264 (2,411)
Available credit facilities along with internal cash resources are adequate to provide for ensuing capital requirements. The company's financial position and liquidity continue to be adequate. The current ratio and term debt in relation to capital as of September 30, 1996 were 2.8 and 6.3%, respec- tively, as compared to 3.2 and 6.4% at December 31, 1995. PART II OTHER INFORMATION MINE SAFETY APPLIANCES COMPANY Item 1. Legal Proceedings Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended September 30, 1996. 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. MINE SAFETY APPLIANCES COMPANY Date: NOVEMBER 12, 1996 By S/James E. Herald James E. Herald Vice President - Finance; Principal Financial and Accounting Officer
 

5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER 1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 9-MOS DEC-31-1996 SEP-30-1996 8,624 19,817 85,849 (2,996) 72,075 24,512 342,431 (194,213) 395,261 75,518 13,377 0 3,569 10,866 227,208 395,261 360,994 363,959 227,713 243,672 356 0 993 21,563 8,552 13,011 0 0 0 13,011 2.63 2.63