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 March 31, 1997             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 April 30, 1997, there were outstanding 5,187,792 shares of common stock
without par value, including 600,000 shares held by the Mine Safety Appliances
Company Stock Compensation Trust







                         PART I  FINANCIAL INFORMATION
                         MINE SAFETY APPLIANCES COMPANY
                      CONSOLIDATED CONDENSED BALANCE SHEET
                   (Thousands of dollars, except shares data)
March 31 December 31 1997 1996 ASSETS Current assets Cash $ 4,485 $ 7,963 Temporary investments, at cost plus accrued interest 31,658 17,133 Accounts receivable, less allowance (1997 - $2,944; 1996 - $2,993) 87,032 101,740 Inventories: Finished products 33,122 32,042 Work in process 14,390 15,311 Raw materials and supplies 28,475 29,687 --------- --------- Total inventories 75,987 77,040 --------- --------- Other current assets 24,508 24,531 --------- --------- Total current assets 223,670 228,407 --------- --------- Property, plant and equipment 346,596 347,432 Accumulated depreciation (199,147) (200,374) --------- --------- Net property 147,449 147,058 --------- --------- Other assets 31,085 32,217 --------- --------- TOTALS $ 402,204 $ 407,682 ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes and accounts payable $ 42,244 $ 35,823 Federal, foreign, state and local income taxes 8,240 9,156 Other current liabilities 43,983 46,835 --------- --------- Total current liabilities 94,467 91,814 --------- --------- Long-term debt 12,666 13,278 Noncurrent liabilities (principally employee/retiree benefits) and deferred credits 56,646 61,158 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 6,767,413 and 6,749,733 (outstanding 4,591,137 and 4,611,125) 11,701 10,866 Common Stock Compensation Trust (600,000 shares) (28,200) (28,200) Cumulative translation adjustments (3,834) 1,430 Retained earnings 329,502 325,898 Less treasury shares, at cost: Preferred - 49,313 and 49,913 shares (1,595) (1,595) Common - 1,576,273 and 1,538,608 shares (72,718) (70,536) --------- --------- Total shareholders' equity 238,425 241,432 --------- --------- TOTALS $ 402,204 $ 407,682 ========= =========
MINE SAFETY APPLIANCES COMPANY CONSOLIDATED CONDENSED STATEMENT OF INCOME (Thousands of dollars, except earnings per share and shares outstanding)
Three Months Ended March 31 1997 1996 Net sales $ 113,473 $ 115,371 Other income 1,026 1,341 ---------- ---------- 114,499 116,712 ---------- ---------- Costs and expenses Cost of products sold 70,399 74,046 Selling, general and administrative 32,108 31,465 Depreciation 5,389 5,579 Interest 411 346 Currency exchange (gains)/losses 71 146 ---------- ---------- 108,378 111,582 ---------- ---------- Income from operations before income taxes 6,121 5,130 Income taxes 2,517 1,991 ---------- ---------- Net income $ 3,604 $ 3,139 ========== ========== Earnings per common share $ 0.78 $ 0.61 ========== ========== Weighted average number of common shares outstanding 4,595,672 5,093,704 ========== ========== Dividends paid on preferred stock $ 12 $ 13 ========== ==========
MINE SAFETY APPLIANCES COMPANY CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Thousands of dollars)
Three Months Ended March 31 1997 1996 OPERATING ACTIVITIES Income from operations $ 3,604 $ 3,139 Depreciation 5,389 5,579 Deferred taxes,pensions, and other non-cash charges/(credits) (1,509) (876) Changes in operating assets and liabilities 8,140 6,171 Other - principally currency exchange adjustments (4,123) (107) --------- --------- Cash flow from operating activities 11,501 13,906 --------- --------- INVESTING ACTIVITIES Property additions (7,857) (2,967) Property disposals 135 933 Acquisitions and other investing (232) (147) --------- --------- Cash flow from investing activities (7,954) (2,181) --------- --------- FINANCING ACTIVITIES Additions to long-term debt 23 0 Reductions of long-term debt (453) (491) Cash dividends (1,623) (1,399) Company stock sold and purchased (1,347) (9,811) Changes in short term debt and notes payable 12,896 620 --------- --------- Cash flow from financing activities 9,496 (11,081) --------- --------- Effect of exchange rate changes on cash (1,996) (259) --------- --------- Increase/(decrease) in cash and cash equivalents 11,047 385 Beginning cash and cash equivalents 25,096 31,950 --------- --------- Ending cash and cash equivalents $ 36,143 $ 32,335 ========= ========= 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-month periods ended March 31, 1997 and 1996. 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. Note 2 - Earnings per Share Earnings per common share is computed after dividends paid on preferred stock. Common shares reserved for outstanding options under the stock option and incentive plans would have a negligible dilutive effect on earnings per common share. In February 1997, the Financial Accounting Standards Board issued FAS 128, Earnings per Share. The company will adopt this statement for its December 31, 1997 financial statements and will restate prior period earnings per share amounts, if necessary. Presentation of both "basic" and "dilutive" earnings per share is required. The company does not expect any material impact on earnings per common share.
MINE SAFETY APPLIANCES COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS Consolidated sales for the first quarter of 1997 were $113,473,000 compared with $115,371,000 for the first quarter of 1996. Net income in the first quarter of 1997 was $3,604,000, or 78 cents per share, compared with $3,139,000, or 61 cents per share, for the same period last year. The small decline in sales is mainly attributed to the absence of U.S. military gas mask shipments (these contracts were completed in 1996) and specialty chemical sales, which were especially strong in the first quarter of last year. Specialty chemical incoming orders were good in the quarter, which is encouraging. U.S. commercial safety equipment sales also were somewhat below prior year levels, while instruments were about the same. Sales from European operations stated in U.S. dollars were even with last year. However, respectable sales growth in local currencies has been offset by adverse exchange rate shifts. Other international markets have continued healthy growth. Net income rose despite lower sales, due to higher gross margins on a more favorable product mix and improved profitability due to cost control. First quarter results were disappointing. However, incoming order patterns in several areas indicate improving sales later in the year. In 1996, business was slow in the first quarter and grew stronger as the year progressed. Maintaining year-to-year improvement will be challenging in view of this pattern. Restructuring efforts initiated in 1996 proceeded according to plan during the first quarter of 1997. Although minimal during the first quarter, significant cash outlays related to this effort are expected to occur later in 1997. Currency exchange adjustments charged directly to the equity cumulative translation adjustments account are shown below. Significant first quarter 1997 translation losses relate primarily to Germany and Italy.
Three Months Ended March 31 1997 1996 (Thousands of dollars) Translation (gains)/losses
5,264 483 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 March 31, 1997 were 2.4 and 5.9%, respectively, as compared to 2.5 and 6.2% at December 31, 1996. On April 1, 1997, the company acquired the controlling interest in Boart MSA, its partnership in South Africa, providing the company a wholly-owned affiliate in that country. With the transaction, MSA changed the name of the affiliate to MSA Africa (Pty.) Ltd. PART II OTHER INFORMATION MINE SAFETY APPLIANCES COMPANY Item 1. Legal Proceedings On April 24, 1997 a proceeding was instituted against the registrant by the United States Attorney in the United States District Court for the Western District of Pennsylvania charging that from March 1993 to December 1994, the registrant stored approximately 100 pounds of hazardous waste in an unpermitted area at its Callery Chemical Company facility near Evans City, Pennsylvania, in violation of 42 U.S.C. Section 6928(d)(2)(A). On April 24, 1997 the registrant pleaded no contest to the charge and paid a fine of $350,000. 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 March 31, 1997. 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: May 9, 1997 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 MARCH 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 3-MOS DEC-31-1997 MAR-31-1997 4,485 31,658 89,976 (2,944) 75,987 24,508 346,596 (199,147) 402,204 94,467 12,666 0 3,569 11,701 223,155 402,204 113,473 114,499 70,399 75,788 71 0 411 6,121 2,517 3,604 0 0 0 3,604 .78 .78