10-Q 1 secondqtr.htm SECOND QUARTER 10-Q

UNITED STATES
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 May 4, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD from to

Commission File number 1-9299

JOY GLOBAL INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware (State of Incorporation)		39-1566457 (I.R.S. Employer Identification No.)
	100 East Wisconsin Ave, Suite 2780 Milwaukee, Wisconsin 53202 (Address of principal executive offices) (Zip Code) (414) 319-8500 (Registrant’s Telephone Number, Including Area Code)

Indicate by checkmark 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 [ ]

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS.

Indicate by checkmark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. 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
Common Stock, $1 par value

Outstanding at May 31, 2002
43,140,688 shares

JOY GLOBAL INC.

FORM 10-Q -- INDEX
May 4, 2002


PART I. - FINANCIAL INFORMATION		Page No.

Item 1 - Financial Statements:

	Consolidated Statements of Operations - Three and Six Months Ended May 4, 2002 and Three and Six Months Ended April 30, 2001	3

	Consolidated Balance Sheets - May 4, 2002 and October 31, 2001	4

	Consolidated Statements of Cash Flow - Six Months Ended May 4, 2002 and April 30, 2001	5

	Notes to Consolidated Financial Statements	6 - 18

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		19 - 29

Item 3 - Quantitative and Qualitative Disclosures About Market Risk		29

PART II. - OTHER INFORMATION

Item 1 - Legal Proceedings		30

Item 2 - Changes in Securities		30

Item 3 - Defaults Upon Senior Securities		30

Item 4 - Submission of Matters to a Vote of Security Holders		30 - 31

Item 5 - Other Information		31 - 33

Item 6 - Exhibits and Reports on Form 8-K		33

Signatures		34

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

JOY GLOBAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands except per share amounts)


	Three Months Ended				Six Months Ended
	Successor Company May 4, 2002		Predecessor Company April 30, 2001		Successor Company May 4, 2002		Predecessor Company April 30, 2001

Net sales	$	289,206	$	287,755	$	575,577	$	555,261
Costs and expenses:
Cost of sales		230,686		212,958		500,967		417,559
Product development, selling and administrative expenses		48,915		55,567		109,897		107,106
Reorganization plan credits and other, net		(798)		-		(5,761)		-
Other income		(834)		(457)		(1,046)		(1,003)
Operating income (loss)		11,237		19,687		(28,480)		31,599

Interest income		813		621		1,282		1,206
Interest expense		(8,655)		(4,308)		(16,614)		(8,623)
Income (loss) before reorganization items		3,395		16,000		(43,812)		24,182

Reorganization items		-		18,915		-		30,206
Income (loss) before income taxes and minority interest		3,395		(2,915)		(43,812)		(6,024)

Benefit (provision) for income taxes		(1,510)		(3,000)		16,940		(6,000)
Minority interest		(635)		(546)		(1,013)		(687)
Income (loss) from continuing operations before extraordinary item		1,250		(6,461)		(27,885)		(12,711)

Gain (loss) from discontinued operations		-		5,878		-		(3,170)
Extraordinary item - loss on early retirement of debt, net of tax benefit of $3,240		(4,860)		-		(4,860)		-

Net loss	$	(3,610)	$	(583)	$	(32,745)	$	(15,881)

Basic and diluted income (loss) per share: (Note 3)
Continuing operations	$	0.02			$	(0.56)
Extraordinary item		(0.10)				(0.10)
Net loss	$	(0.08)			$	(0.66)

Average common shares (for per share purposes)		50,221				50,110

See accompanying notes to consolidated financial statements

JOY GLOBAL INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)


	Successor Company
	May 4, 2002		October 31, 2001
ASSETS
Current assets:
Cash and cash equivalents	$	44,053	$	39,652
Restricted cash		2,095		19,413
Accounts receivable, net		196,213		209,455
Inventories		482,821		513,854
Other current assets		14,110		16,225
Total current assets		739,292		798,599

Property, plant and equipment, net		241,377		251,916
Intangible assets, net		229,076		243,595
Excess reorganization value		22,547		22,547
Deferred tax assets		27,440		-
Other assets		59,171		55,057
Total assets	$	1,318,903	$	1,371,714


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term notes payable, including current portion of long-term debt	$	1,076	$	1,733
Trade accounts payable		84,445		75,607
Income taxes payable		74,778		80,808
Other accrued liabilities		169,343		197,138
Total current liabilities		329,642		355,286

Long-term debt		282,650		288,203

Other non-current liabilities		240,948		236,024

Minority interest		10,047		8,494

Shareholders’ equity		455,616		483,707

Total liabilities and shareholders’ equity	$	1,318,903	$	1,371,714

See accompanying notes to consolidated financial statements

JOY GLOBAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(In thousands)


	Six Months Ended
	Successor Company May 4, 2002		Predecessor Company April 30, 2001
Operating Activities:
Net income (loss)	$	(32,745)	$	(15,881)
Add (deduct) - Items not affecting cash:
Extraordinary loss on retirement of debt, net of tax benefits		4,860		-
Loss from discontinued operations		-		3,170
Reorganization items		-		4,416
Minority interest		1,013		687
Depreciation and amortization		33,378		21,983
Amortization of finance fees		1,687		3,390
Fresh start inventory taken to cost of sales		51,323		-
Deferred income taxes		(27,350)		47
Other, net		(1,139)		(434)
Changes in Working Capital Items:
(Increase) decrease in restricted cash		17,318		-
(Increase) decrease in accounts receivable, net		14,587		(25,214)
(Increase) decrease in inventories		(18,576)		(22,589)
(Increase) decrease in other current assets		2,685		(4,237)
Increase (decrease) in accounts payable		7,999		(6,399)
Increase (decrease) in employee compensation and benefits		(2,733)		(5,409)
Increase (decrease) in advance payments and progress billings		(503)		11,571
Increase (decrease) in other accrued liabilities		(26,476)		(4,421)
Net cash provided (used) by operating activities		25,328		(39,320)

Investment and Other Transactions:
Property, plant and equipment acquired		(8,224)		(10,010)
Property, plant and equipment retired		1,127		1,993
Other, net		5,023		2,579
Net cash used by investment and other transactions		(2,074)		(5,438)

Financing Activities:
Issuance of 8.75% Senior Subordinated Notes		200,000		-
Redemption of 10.75% Senior Notes		(113,686)		-
Payment of Term Loan		(100,000)		-
Financing fees		(7,975)		-
Borrowings (repayments) under Credit Agreement, net		3,174		-
Borrowings under debtor-in-possession facility		-		45,000
Repayment of borrowings under debtor-in-possession facility		-		(5,000)
Net issuance (payments) of long-term obligations		(362)		2,065
Increase (decrease) in short-term notes payable, net		15		(8,066)

Net cash provided (used) by financing activities		(18,834)		33,999

Effect of Exchange Rate Changes on Cash and Cash Equivalents		(19)		(743)
Cash Used by Discontinued Operations		-		(13,715)
Increase (Decrease) in Cash and Cash Equivalents		4,401		(25,217)
Cash and Cash Equivalents at Beginning of Period		39,652		72,123
Cash and Cash Equivalents at End of Period	$	44,053	$	46,906

See accompanying notes to consolidated financial statements

JOY GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 4, 2002
(Unaudited)

1. Basis of Presentation

Joy Global Inc. (the “Company”, the “Successor Company”, “we”, “us” and “our”) was known as Harnischfeger Industries, Inc. (the “Predecessor Company”) prior to July 12, 2001 (the “Effective Date”). On June 7, 1999 the Predecessor Company and substantially all of its domestic operating subsidiaries filed voluntary petitions for reorganization under the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). By order dated May 29, 2001, the Bankruptcy Court confirmed our Plan of Reorganization (the “POR”) and we formally emerged from bankruptcy on the Effective Date.

The Financial Statements presented in this Form 10-Q are unaudited and have been prepared by us according to the rules and regulations of the Securities and Exchange Commission and according to the principles of fresh start accounting set forth in the American Institute of Certified Public Accountants Statement of Position No. 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”). As a result of the application of fresh start accounting at June 23, 2001, the Successor Company’s financial statements are not comparable to those of the Predecessor Company.

During the first quarter of fiscal 2002, we amended our by-laws to adopt a 52- or 53-week fiscal year and changed our fiscal year-end date from October 31 to the Saturday nearest October 31. Likewise, beginning with the first quarter of fiscal 2002, each of our fiscal quarters will now consist of 13 weeks, except for any fiscal years consisting of 53 weeks that will add one week to the first quarter. This change did not have a material effect on our revenue or results of operations for the second quarter of fiscal 2002.

The following table describes the periods presented in the financial statements and accompanying notes:

Period	Referred to as

Results for the Successor Company
From February 3, 2002 through May 4, 2002	“2002 Second Quarter”
From November 1, 2001 through May 4, 2002	“2002 Six Months”

Results for the Predecessor Company
From February 1, 2001 through April 30, 2001	“2001 Second Quarter”
From November 1, 2000 through April 30, 2001	“2001 Six Months”

In the opinion of management, all adjustments necessary for the fair presentation on a going concern basis of the results of operations, cash flows, and financial position for all periods presented have been made. All adjustments made are of a normal recurring nature, except for those relating to fresh start accounting which are more fully discussed in these notes.

These financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2001. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

The preparation of the financial statements in conformity with generally accepted accounting principles for interim financial information requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from the estimates.

2. Borrowings and Credit Facilities

Our Credit Agreement with Deutsche Banc Alex. Brown (the “Credit Agreement”) provides for a $250 million revolving loan facility that matures on October 31, 2005. Borrowings under the Credit Agreement are limited by a borrowing base calculation which, at the end of the 2002 Second Quarter, exceeded the $250 million. Substantially all assets of the Company and its subsidiaries are pledged as collateral under the Credit Agreement. Outstanding borrowings bear interest equal to either LIBOR plus the applicable margin (2.25% to 3.25%), or the Base Rate (as defined in the Credit Agreement) plus the applicable margin (1.25% to 2.25%) at our option depending on certain of our financial ratios. We pay a commitment fee ranging from 0.5% to 0.75% on the unused portion of the Credit Agreement.

On March 18, 2002 we completed the offering of $200.0 million aggregate principal amount of 8.75% Senior Subordinated Notes due March 15, 2012 in a private placement under Rule 144A of the Securities Act of 1933. We used approximately $100.5 million of the net proceeds of the offering to prepay the term loan provided under the Credit Agreement. Prepayment of the term loan included the payment of accrued interest. The balance of the net proceeds of the Senior Subordinated Notes offering, together with other company funds, was used to redeem our 10.75% Senior Notes due 2006. An extraordinary loss of $4.9 million , net of a tax benefit of $3.2 million, was incurred as a result of the early retirement of debt, consisting of $4.4 million of retirement premiums and the $3.7 million write-off of associated debt issuance costs related to the term loan. Our Form S-4 registration statement providing for the exchange of the privately placed notes for registered notes was declared effective by the Securities and Exchange Commission on May 16, 2002. The exchange offering expires June 19, 2002.

The Credit Agreement contains restrictions and financial covenants relating to, among other things, minimum financial performance and limitations on the incurrence of additional indebtedness and liens, asset sales, and capital expenditures. The covenants in the indenture for the Senior Subordinated Notes are generally less restrictive than the covenants in the Credit Agreement and relate to, among other things, limitations on indebtedness and asset sales. Interest coverage, leverage and EBITDA covenants in the Credit Agreement become more restrictive over the term of the agreement.

At May 4, 2002, outstanding borrowings under the Credit Agreement were $67.1 million and outstanding letters of credit issued under the Credit Agreement, which count toward the $250 million credit limit, totaled approximately $62.8 million. As of May 4, 2002, the borrowing base calculated in accordance with the Credit Agreement amounted to $331.1 million and accordingly there was $120.1 million available for additional borrowings and letters of credit under the Credit Agreement.

3. Shareholders’ Equity

We have 150,000,000 shares of authorized common stock, par value $1.00 per share, 50,228,395 of which will ultimately be distributed in connection with our emergence from bankruptcy and are deemed outstanding for accounting purpose at May 4, 2002. On July 31, 2001, we distributed 39,743,681 shares of common stock to holders of allowed pre-petition claims against the Predecessor Company. On January 31, 2002, we released our second distribution under the POR amounting to 3,168,612 shares of common stock. The second distribution was based on approximately $1.33 billion of “current adjusted claims” and, when combined with the initial distribution, equated one share of Joy Global Inc. common stock for each $26.56 of allowed claim.

Pursuant to an order of the Bankruptcy Court, on February 6, 2002, we issued 228,395 shares of common stock to Houlihan Lokey Howard & Zukin Capital. These shares, together with the other distributions of common stock under the terms of the POR, bring the total number of shares distributed to date to 43,140,688. As of May 4, 2002, 7,087,707 shares are designated for future distribution under the POR and held in a disputed claims equity reserve pending resolution of certain remaining claims against the Predecessor Company.

Our Stock Incentive Plan authorizes the grant of up to 5,556,000 stock options, performance units and other stock-based awards to officers, employees and directors. Grants of approximately 3.6 million shares were made to approximately 175 individuals on July 16, 2001, November 1, 2001, February 1, 2002 and May 1, 2002 with exercise prices of $13.76, $17.49, $17.49 and $16.09 respectively. The July 16, 2001 grant included grants of options to purchase 10,000 shares to each of the Company’s six outside directors. In addition, options to purchase 5,000 shares were granted to each of the Company’s six outside directors on February 27, 2002 with an exercise price of $15.84.

Separate Statements of Shareholders’ Equity are not required to be presented for interim periods. However, comprehensive loss consisted of the following:

		2002		2001
		Six		Six
In thousands		Months		Months
Net loss	$	(32,745)	$	(15,881)
Comprehensive loss:
Translation adjustment		684		(8,979)
Derivative fair value adjustment		270		(445)
Total comprehensive loss	$	(31,791)	$	(25,305)

Options to purchase approximately 3.6 million shares of common stock that were outstanding at May 4, 2002 are not included in the computation of diluted earnings per share because the additional shares would reduce the (loss) per share amount from continuing operations and, therefore, would be anti-dilutive.

Per share and share information for the Predecessor Company for periods presented in the Consolidated Statements of Operations have been omitted as such information is deemed not to be meaningful.

4. Contingent Liabilities:

The Company or its subsidiaries are involved in a number of proceedings and potential proceedings relating to environmental matters. Although it is difficult to estimate the potential exposure related to these environmental matters, we believe that the resolution of these matters will not have a materially adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

The Company or its subsidiaries are also parties to litigation matters and claims that are normal in the course of their operations. Also, as a normal part of their operations, the Company’s subsidiaries undertake certain contractual obligations, warranties and guarantees in connection with the sale of products or services. Although the outcome of these matters cannot be predicted with certainty and favorable or unfavorable resolution may affect the results of operations on a quarter-to-quarter basis, we believe that such matters will not have a materially adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

5. Reorganization Plan Credits and Other, net

The following table displays reorganization plan credits and other items:


	2002		2002		2002
In thousands	First Quarter		Second Quarter		Six Months
Beloit note receivable reserve	$	4,963	$	2,237	$	7,200
Other, net		-		(1,439)		(1,439)
	$	4,963	$	798	$	5,761

At the Emergence Date, we held a note receivable from Beloit Corporation in the amount of $7.2 million. Due to the uncertainty as to the collectibility of this note, we reserved the entire $7.2 million. At February 2, 2002, we reduced this reserve to the remaining outstanding balance of $2.2 million, creating a reorganization plan credit of $5.0 million in the first quarter of 2002. On February 15, 2002 the note was paid in full, the agreement was terminated and the remaining $2.2 million reserve was recorded to the reorganization plan credit in the 2002 Second Quarter.

Other, net includes legal fees, professional fee settlements and a loss on the sale of a building related to pre-emergence activities, as well as a write-down of a note receivable related to a discontinued operation.

6. Income Taxes

On a consolidated basis, our effective income tax rate for the 2002 Six Months was 39%. This rate is greater than the statutory rate of 35% primarily due to the projected utilization of tax loss carryforwards whose income tax benefits are not allowed to be recognized due to fresh start accounting, certain unbenefited current year losses and state taxes, partially offset by global income tax rate differentials and mix of earnings.

7. Inventories

Consolidated inventories consisted of the following:


	May 4,		October 31,
In thousands	2002		2001
Finished goods	$	341,574	$	293,646
Work in process		113,200		190,615
Raw materials		28,047		29,593
	$	482,821	$	513,854

In connection with the implementation of fresh start accounting, we revalued our inventories on the Effective Date to their fair values (estimated selling prices less costs to complete, cost of disposal and a reasonable profit allowance), resulting in a $156 million increase in inventory values. Of this increase, $53.6 million and $2.2 million remained in inventory at October 31, 2001 and May 4, 2002, respectively.

8. Segment Information

At May 4, 2002, we had two reportable segments, Underground Mining Machinery and Surface Mining Equipment. Operating income (loss) of the segments does not include interest income or expense and provision (benefit) for income taxes. There are no significant intersegment sales. Total continuing operations assets are those used in the segment’s operations. Corporate assets consist primarily of property, deferred financing costs, cash, restricted cash, excess reorganization value and deferred tax assets.

Business Segment Information


In thousands	Net Sales		Operating Income (Loss)		Depreciation and Amortization		Capital Expenditures		Total Assets
				(1)
2002 Second Quarter Underground Mining Machinery	$	184,653	$	16,712	$	7,431	$	3,871	$	699,165
Surface Mining Equipment		104,553		(2,160)		5,300		1,025		535,457
Total continuing operations		289,206		14,552		12,731		4,896		1,234,622
Corporate		-		(3,315)		884		-		84,281
Consolidated Total	$	289,206	$	11,237	$	13,615	$	4,896	$	1,318,903

2001 Second Quarter Underground Mining Machinery	$	173,171	$	12,373	$	7,474	$	1,615	$	825,339
Surface Mining Equipment		114,584		11,210		3,321		2,512		438,823
Total continuing operations		287,755		23,583		10,795		4,127		1,264,162
Discontinued operations		-		-		-		-		14,734
Corporate		-		(3,896)		1,912		761		14,695
Consolidated Total	$	287,755	$	19,687	$	12,707	$	4,888	$	1,293,591

2002 Six Months Underground Mining Machinery	$	382,171	$	(3,907)	$	20,893	$	6,050	$	699,165
Surface Mining Equipment		193,406		(21,692)		12,380		2,174		535,457
Total continuing operations		575,577		(25,599)		33,273		8,224		1,234,622
Corporate		-		(2,881)		1,792		-		84,281
Consolidated Total	$	575,577	$	(28,480)	$	35,065	$	8,224	$	1,318,903

2001 Six Months Underground Mining Machinery	$	328,250	$	20,192	$	14,857	$	4,429	$	825,339
Surface Mining Equipment		227,011		18,894		6,689		4,820		438,823
Total continuing operations		555,261		39,086		21,546		9,249		1,264,162
Discontinued operations		-		-		-		-		14,734
Corporate		-		(7,487)		3,827		761		14,695
Consolidated Total	$	555,261	$	31,599	$	25,373	$	10,010	$	1,293,591

(1) - Includes fresh start accounting charges of $4.7 million and $42.1 million for Underground Mining Machinery and $5.2 million and $26.5 million for Surface Mining Equipment for the Three and Six Months Ended May 4, 2002, respectively.

Geographical Segment Information


In thousands	Total Sales		Interarea Sales		Sales to Unaffiliated Customers		Operating Income (Loss)		Total Assets
								(1)
2002 Second Quarter United States	$	204,576	$	(43,066)	$	161,510	$	5,839	$	1,101,239
Europe		55,292		(19,584)		35,708		11,463		137,668
Other Foreign		94,153		(2,165)		91,988		9,449		267,386
Interarea Eliminations		(64,815)		64,815		-		(12,199)		(271,671)
	$	289,206	$	-	$	289,206	$	14,552	$	1,234,622

2001 Second Quarter United States	$	198,296	$	(38,950)	$	159,346	$	10,230	$	1,346,674
Europe		46,302		(11,694)		34,608		9,279		317,389
Other Foreign		96,501		(2,700)		93,801		10,405		256,432
Interarea Eliminations		(53,344)		53,344		-		(6,331)		(656,333)
	$	287,755	$	-	$	287,755	$	23,583	$	1,264,162

2002 Six Months United States	$	413,321	$	(71,988)	$	341,333	$	(31,353)	$	1,101,239
Europe		128,485		(53,576)		74,909		22,214		137,668
Other Foreign		164,323		(4,988)		159,335		6,877		267,386
Interarea Eliminations		(130,552)		130,552		-		(23,337)		(271,671)
	$	575,577	$	-	$	575,577	$	(25,599)	$	1,234,622

2001 Six Months United States	$	395,245	$	(74,376)	$	320,869	$	18,738	$	1,346,674
Europe		98,417		(36,644)		61,773		19,344		317,389
Other Foreign		178,961		(6,342)		172,619		16,615		256,432
Interarea Eliminations		(117,362)		117,362		-		(15,611)		(656,333)
	$	555,261	$	-	$	555,261	$	39,086	$	1,264,162

(1) - Includes fresh start accounting charges of $4.1 million for the United States, $0.3 million for Europe and $5.5 million for Other Foreign for the Three Months Ended May 4, 2002 and $51.2 million for the United States, $0.5 million for Europe and $16.9 for Other Foreign for the Six Months Ended May 4, 2002.

9. Recent Accounting Pronouncements

We adopted the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” upon implementation of fresh start accounting. Goodwill amortization, net of tax, for the 2001 Second Quarter and 2001 Six Months was $2.3 million and $4.7 million, respectively. Under SFAS No. 142, adjusted net income (loss) would have been $1.7 million and $(11.2) million for the 2001 Second Quarter and 2001 Six Months, respectively. In accordance with SFAS No. 142, we do not amortize excess reorganization value or indefinite-lived intangible assets.

In July 2001, FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations” which addresses the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. We do not expect SFAS No. 143 to have a material effect on our consolidated financial position, results of operations or liquidity.

In August 2001, FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. SFAS No. 144 generally establishes a standard framework from which to measure impairment of long-lived assets and expands the Accounting Principles Board (“APB”) 30, “Reporting the Results of Operations--Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions” to include a component of the entity (rather than a segment of the business). SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001. We do not expect SFAS No. 144 to have a material effect on our consolidated financial position, results of operations or liquidity.

10. Subsidiary Guarantors

The following tables present condensed consolidated financial information for the 2002 Second Quarter, 2001 Second Quarter, 2002 Six Months and 2001 Six Months for: (a) the Company; (b) on a combined basis, the guarantors of the Credit Agreement and Senior Subordinated Notes, which include substantially all the domestic subsidiaries of the Company (“Subsidiary Guarantors”); and (c) on a combined basis, the non-guarantors, which include all of the foreign subsidiaries of the Company (“Non-Guarantor Subsidiaries”).

Condensed Consolidated
Statement of Operations
(In thousands)


	2002 Second Quarter										2001 Second Quarter
	Parent Company		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations		Consolidated		Parent Company		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net sales	$	-	$	204,576	$	149,445	$	(64,815)	$	289,206	$	-	$	198,296	$	142,803	$	(53,344)	$	287,755

Cost of sales		-		164,581		118,721		(52,616)		230,686		-		151,139		108,832		(47,013)		212,958
Product development, selling and administrative expenses		3,521		35,391		10,003		-		48,915		3,347		37,942		14,278		-		55,567
Reorganization plan credits and other, net		(1,143)		345		-		-		(798)		-		-		-		-		-
Other (income) expense		(23)		(622)		(189)		-		(834)		175		(644)		12		-		(457)
Operating income (loss)		(2,355)		4,881		20,910		(12,199)		11,237		(3,522)		9,859		19,681		(6,331)		19,687

Intercompany items		5,658		(7,841)		(9,455)		11,638		-		6,776		(9,473)		(4,759)		7,456		-
Interest income (expense), net		(7,976)		(351)		485		-		(7,842)		(2,116)		(21)		(1,550)		-		(3,687)
Income (loss) before reorganization items		(4,673)		(3,311)		11,940		(561)		3,395		1,138		365		13,372		1,125		16,000

Reorganization items		-		-		-		-		-		(18,915)		-		-		-		(18,915)
Income (loss) before income taxes and minority interest		(4,673)		(3,311)		11,940		(561)		3,395		(17,777)		365		13,372		1,125		(2,915)

(Provision) benefit for income taxes		4,354		(1,929)		(3,935)		-		(1,510)		4,215		(3,042)		(4,173)		-		(3,000)
Minority interest		-		(635)		-		-		(635)		-		(546)		-		-		(546)
Equity in income (loss) of subsidiaries		1,569		17,052		975		(19,596)		-		13,246		13,649		1,424		(28,319)		-
Income (loss) from continuing operations		1,250		11,177		8,980		(20,157)		1,250		(316)		10,426		10,623		(27,194)		(6,461)

Gain (loss) from discontinued operations		-		-		-		-		-		(267)		6,608		(463)		-		5,878
Extraordinary item - loss on early retirement of debt, net of tax benefit of $3,240		(4,860)		-		-		-		(4,860)		-		-		-		-		-
Net income (loss)	$	(3,610)	$	11,177	$	8,980	$	(20,157)	$	(3,610)	$	(583)	$	17,034	$	10,160	$	(27,194)	$	(583)

Condensed Consolidated
Statement of Operations
(In thousands)


	2002 Six Months										2001 Six Months
	Parent Company		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations		Consolidated		Parent Company		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net sales	$	-	$	413,321	$	292,808	$	(130,552)	$	575,577	$	-	$	395,245	$	277,378	$	(117,362)	$	555,261

Cost of sales		-		366,788		241,394		(107,215)		500,967		-		306,649		212,661		(101,751)		417,559
Product development, selling and administrative expenses		7,320		80,024		22,553		-		109,897		6,410		71,907		28,789		-		107,106
Reorganization plan credits and other, net		(6,106)		345		-		-		(5,761)		-		-		-		-		-
Other (income) expense		(44)		(775)		(227)		-		(1,046)		350		(1,325)		(28)		-		(1,003)
Operating income (loss)		(1,170)		(33,061)		29,088		(23,337)		(28,480)		(6,760)		18,014		35,956		(15,611)		31,599

Intercompany items		11,739		(18,662)		(14,586)		21,509		-		12,779		(20,323)		(9,697)		17,241		-
Interest income (expense), net		(15,386)		(617)		671		-		(15,332)		(4,027)		(29)		(3,361)		-		(7,417)
Income (loss) before reorganization items		(4,817)		(52,340)		15,173		(1,828)		(43,812)		1,992		(2,338)		22,898		1,630		24,182

Reorganization items		-		-		-		-		-		(30,206)		-		-		-		(30,206)
Income (loss) before income taxes and minority interest		(4,817)		(52,340)		15,173		(1,828)		(43,812)		(28,214)		(2,338)		22,898		1,630		(6,024)

(Provision) benefit for income taxes		27,977		(2,958)		(8,079)		-		16,940		7,360		(6,138)		(7,222)		-		(6,000)
Minority interest		-		(1,013)		-		-		(1,013)		-		(687)		-		-		(687)
Equity in income (loss) of subsidiaries		(51,045)		26,082		1,979		22,984		-		16,690		22,836		2,473		(41,999)		-
Income (loss) from continuing operations		(27,885)		(30,229)		9,073		21,156		(27,885)		(4,164)		13,673		18,149		(40,369)		(12,711)

Gain (loss) from discontinued operations		-		-		-		-		-		(11,717)		9,304		(757)		-		(3,170)
Extraordinary item - loss on early retirement of debt, net of tax benefit of $3,240		(4,860)		-		-		-		(4,860)		-		-		-		-		-
Net income (loss)	$	(32,745)	$	(30,229)	$	9,073	$	21,156	$	(32,745)	$	(15,881)	$	22,977	$	17,392	$	(40,369)	$	(15,881)

Condensed Consolidated
Balance Sheet
May 4, 2002
(In thousands)


	Parent Company		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations		Consolidated
ASSETS Current assets: Cash and cash equivalents	$	8,900	$	2,995	$	32,158	$	-	$	44,053
Restricted cash		2,095		-		-		-		2,095
Intercompany receivables, net		273,405		1,321,962		118,922		(1,714,289)		-
Accounts receivable, net		-		110,356		90,801		(4,944)		196,213
Inventories		-		324,680		184,105		(25,964)		482,821
Prepaid income taxes		(2,230)		-		2,230		-		-
Other current assets		1,622		6,563		5,888		37		14,110
Total current assets		283,792		1,766,556		434,104		(1,745,160)		739,292

Property, plant and equipment, net		782		175,576		65,019		-		241,377
Intangible assets, net		-		237,342		(8,266)		-		229,076
Excess reorganization value		11,245		11,302		-		-		22,547
Investment in affiliates		995,439		784,947		21,281		(1,801,603)		64
Deferred tax assets		27,440		-		-		-		27,440
Other assets		19,016		7,301		32,790		-		59,107
Total assets	$	1,337,714	$	2,983,024	$	544,928	$	(3,546,763)	$	1,318,903

LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term notes payable, including current portion of long-term debt	$	-	$	1,061	$	15	$	-	$	1,076
Intercompany payables, net		370,778		1,180,487		357,992		(1,909,257)		-
Trade accounts payable		723		40,495		43,227		-		84,445
Income taxes payable		43,448		4,721		26,609		-		74,778
Other accrued liabilities		22,966		90,234		70,186		(14,043)		169,343
Total current liabilities		437,915		1,316,998		498,029		(1,923,300)		329,642

Long-term obligations		267,104		13,439		2,107		-		282,650

Other non-current liabilities		177,079		58,997		4,872		-		240,948

Minority interest		-		10,047		-		-		10,047

Shareholders’ equity		455,616		1,583,543		39,920		(1,623,463)		455,616
Total liabilities and shareholders’ equity	$	1,337,714	$	2,983,024	$	544,928	$	(3,546,763)	$	1,318,903

Condensed Consolidated
Balance Sheet
October 31, 2001
(In thousands)


	Parent Company		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations		Consolidated
ASSETS Current assets: Cash and cash equivalents	$	8,531	$	(3,107)	$	34,228	$	-	$	39,652
Restricted cash		19,413		-		-		-		19,413
Intercompany receivables, net		296,735		1,341,020		304,779		(1,942,534)		-
Accounts receivable, net		-		107,351		109,581		(7,477)		209,455
Inventories		-		353,477		180,381		(20,004)		513,854
Prepaid income taxes		(3,517)		-		3,517		-		-
Other current assets		4,466		5,515		6,017		227		16,225
Total current assets		325,628		1,804,256		638,503		(1,969,788)		798,599

Property, plant and equipment, net		887		184,345		66,684		-		251,916
Intangible assets, net		-		251,797		(8,202)		-		243,595
Excess reorganization value		11,246		11,301		-		-		22,547
Investment in affiliates		1,044,674		765,013		19,302		(1,828,925)		64
Other assets		12,967		18,429		23,597		-		54,993
Total assets	$	1,395,402	$	3,035,141	$	739,884	$	(3,798,713)	$	1,371,714

LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term notes payable, including current portion of long-term debt	$	-	$	811	$	922	$	-	$	1,733
Intercompany payables, net		370,778		1,396,767		408,951		(2,176,496)		-
Trade accounts payable		423		36,012		39,172		-		75,607
Income taxes payable		46,385		2,234		32,189		-		80,808
Other accrued liabilities		48,972		93,994		66,629		(12,457)		197,138
Total current liabilities		466,558		1,529,818		547,863		(2,188,953)		355,286

Long-term obligations		272,766		13,433		2,004		-		288,203

Other non-current liabilities		172,371		58,698		4,955		-		236,024

Minority interest		-		20,540		-		(12,046)		8,494

Shareholders’ equity		483,707		1,412,652		185,062		(1,597,714)		483,707
Total liabilities and shareholders’ equity	$	1,395,402	$	3,035,141	$	739,884	$	(3,798,713)	$	1,371,714

Condensed Consolidated
Statement of Cash Flows
(In thousands)


	2002 Six Months								2001 Six Months
	Parent Company		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Consolidated		Parent Company		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Consolidated
Net cash provided (used) by operating activities	$	23,691	$	371	$	1,266	$	25,328	$	(63,716)	$	34,036	$	(9,640)	$	(39,320)

Investment and Other Transactions: Property, plant and equipment acquired		-		(5,888)		(2,336)		(8,224)		(761)		(7,037)		(2,212)		(10,010)
Property, plant and equipment retired		-		1,026		101		1,127		25		1,772		196		1,993
Other, net		(4,835)		10,339		(481)		5,023		8,438		(5,767)		(92)		2,579
Net cash provided (used) by investment and other transactions		(4,835)		5,477		(2,716)		(2,074)		7,702		(11,032)		(2,108)		(5,438)
Financing Activities: Issuance of 8.75% Senior Subordinated Notes		200,000		-		-		200,000		-		-		-		-
Redemption of 10.75% Senior Notes		(113,686)		-		-		(113,686)		-		-		-		-
Payment of Term Loan		(100,000)		-		-		(100,000)		-		-		-		-
Financing fees		(7,975)		-		-		(7,975)		-		-		-		-
Borrowings (repayments) under Credit Agreement, net		3,174		-		-		3,174		-		-		-		-
Borrowings under debtor-in-possession facility		-		-		-		-		45,000		-		-		45,000
Repayment of borrowings under debtor-in-possession facility		-		-		-		-		(5,000)		-		-		(5,000)
Net issuance (payments) of long-term obligations		-		254		(616)		(362)		-		-		2,065		2,065
Increase (decrease) in short-term notes payable, net		-		-		15		15		-		-		(8,066)		(8,066)
Net cash provided (used) by financing activities		(18,487)		254		(601)		(18,834)		40,000		-		(6,001)		33,999

Effect of Exchange Rate Changes on Cash and Cash Equivalents		-		-		(19)		(19)		-		-		(743)		(743)
Cash Used by Discontinued Operations		-		-		-		-		-		(13,715)		-		(13,715)
Increase (Decrease) in Cash and Cash Equivalents		369		6,102		(2,070)		4,401		(16,014)		9,289		(18,492)		(25,217)
Cash and Cash Equivalents at Beginning of Period		8,531		(3,107)		34,228		39,652		24,460		(3,219)		50,882		72,123
Cash and Cash Equivalents at End of Period	$	8,900	$	2,995	$	32,158	$	44,053	$	8,446	$	6,070	$	32,390	$	46,906

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. Forward-looking statements are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from those projected, including those described in Item 5 - Other Information – Risk Factors and Forward-Looking Statements in Part II of this report. References to the “Company”, “we”, “us” and “our” refer to Joy Global Inc.

The following discussion should be read in conjunction with our Consolidated Financial Statements and the related notes to the Consolidated Financial Statements.

2002 Second Quarter as compared to 2001 Second Quarter

Net Sales

The following table sets forth the combined net sales included in our Consolidated Statements of Operations:

Net Sales (In thousands)		2002 Second Quarter		2001 Second Quarter

Underground Mining Machinery	$	184,653	$	173,171
Surface Mining Equipment		104,553		114,584
	$	289,206	$	287,755

Total net sales for the 2002 Second Quarter were approximately the same as total net sales in the 2001 Second Quarter.

Net sales for underground mining machinery for the 2002 Second Quarter were $11.5 million higher than net sales in the 2001 Second Quarter. The increase was primarily attributed to an increase in the sales of aftermarket products and services and a slight increase in new machine sales. Higher aftermarket product and service sales compared to a year ago continued to reflect the strength that began in the second half of fiscal 2001. Aftermarket parts shipments in the United States and parts shipments from the United Kingdom to China continued to be higher than a year ago. Also contributing to the aftermarket sales increase was a large roof support refurbishment in Australia that was completed during the 2002 Second Quarter. Although aftermarket product and service sales in South Africa, stated in local currency, increased from prior year levels, weakness in the South African Rand as compared to the U.S. Dollar caused such sales to decline when translated into U.S. Dollars. Sales of new continuous miners in both the United States and the market served out of the United Kingdom increased during the 2002 Second Quarter, however, a decrease in sales of face conveyors in the United Kingdom partially offset those increased sales. The growing population of Joy Mining Machinery equipment in operation in China has resulted in higher levels of repair parts and rebuild sales into that country. The mild winter in the United States increased stockpiles of coal that could have a negative impact on future sales.

Net sales for surface mining equipment in the 2002 Second Quarter were $10.0 million lower than net sales in the 2001 Second Quarter. The decrease was due to lower new machine sales, partially offset by an increase in aftermarket product and service sales. The decrease in new machine sales this year as compared to last year was primarily due to the downturn in the global copper market. The increase in aftermarket product and service sales was due to higher parts and service sales in North America, Australia and the Pacific Rim.

Operating Income

The following table sets forth the operating income (loss) included in our Consolidated Statements of Operations, adjustments due to fresh start accounting and the resulting adjusted operating income:

In thousands		2002 Second Quarter		2001 Second Quarter

Operating income (loss): Underground Mining Machinery	$	16,712	$	12,373
Surface Mining Equipment		(2,160)		11,210
Corporate Expense		(3,315)		(3,896)
Total	$	11,237	$	19,687

Adjustments to operating income (loss): Fresh Start Accounting Items	$	9,860	$	-
Reorganization Plan Credits and Other, net		(798)		-
Mediation settlements		-		975
Predecessor goodwill amortization		-		2,347
	$	9,062	$	3,322

Adjusted operating income: Underground Mining Machinery	$	21,404	$	15,314
Surface Mining Equipment		3,008		11,591
Corporate Expense		(4,113)		(3,896)
Total	$	20,299	$	23,009

The 2002 Second Quarter fresh start accounting items consist of a $4.9 million charge for the increase to fair value of inventory that was charged to cost of sales, $3.4 million of additional depreciation expense associated with the revalued property, plant and equipment, and $1.6 million of amortization expense related to the valuation of certain identifiable finite-lived intangible assets. Reorganization plan credits and other, net include a $2.2 million credit for money received on a pre-emergence note receivable that had been fully reserved, offset by other, net of $1.4 million consisting of legal fees, professional fee settlements and a loss on the sale of a building related to pre-emergence activities, as well as a write-down of a note receivable related to a discontinued operation. The 2001 Second Quarter adjustments to operating income consist of $2.3 million of amortization expense related to goodwill. Since goodwill is no longer amortized, this expense is eliminated from prior year operating income for comparative purposes.

Adjusted operating income for the 2002 Second Quarter decreased by 11.8% compared to adjusted operating income for the 2001 Second Quarter.

Adjusted operating income from underground mining machinery for the 2002 Second Quarter was $21.4 million compared to $15.3 million for the 2001 Second Quarter. The improvement in operating income was due to the increase in sales volumes, a favorable sales mix to include a larger percentage of aftermarket products, a favorable impact of increased manufacturing burden absorption, a $2.5 million favorable pension adjustment in the United Kingdom and continued cost controls.

Adjusted operating income for surface mining equipment for the 2002 Second Quarter was $3.0 million compared to $11.6 million for the 2001 Second Quarter. This decrease resulted from lower levels of new equipment shipments during the quarter and a reduction in manufacturing overhead absorption of $6.4 million. In addition, lower production volumes resulted in workforce reductions that increased medical benefit spending by approximately $1.0 million at our Milwaukee manufacturing facility during the 2002 Second Quarter.

Product Development, Selling and Administrative Expense

Product development, selling and administrative expense decreased to $48.9 million in the 2002 Second Quarter compared to $55.6 million in the 2001 Second Quarter. This decrease was due primarily to approximately $3.0 million in savings due to cost reductions, an approximately $2.5 million favorable pension adjustment, and $2.3 million predecessor goodwill amortization offset by a $1.6 million fresh start accounting item. The fresh start accounting item consists of amortization expense related to the valuation of certain identifiable finite-lived intangible assets. Product development, selling and administrative expense as a percentage of sales for the 2002 Second Quarter was 16.9% compared to 19.3% for the prior year period. Excluding the 2002 Second Quarter fresh start accounting items and the $2.3 million predecessor goodwill amortization in the 2001 Second Quarter, adjusted product development, selling and administrative expense decreased to $47.3 million in the 2002 Second Quarter from $53.2 million in the 2001 Second Quarter. As a percentage of sales, adjusted product development, selling and administrative expense decreased to 16.3% in the 2002 Second Quarter as compared to 18.5% for the 2001 Second Quarter.

Interest Expense

Interest expense for the 2002 Second Quarter increased to $8.7 million as compared to $4.3 million in the 2001 Second Quarter. This increase was principally due to interest expense on the Senior Notes, Senior Subordinated Notes and the Credit Agreement included in the 2002 Second Quarter, whereas the 2001 Second Quarter only included interest expense on the debtor-in-possession facility and not on borrowings included in liabilities subject to compromise.

Provision for Income Taxes

Income tax expense for the 2002 Second Quarter decreased to a net income tax expense of $1.5 million as compared to a $3.0 million income tax expense in the 2001 Second Quarter. This decrease was principally due to the recognition of net deferred tax assets while similar items were not recognized in the prior year.

2002 Six Months as compared to 2001 Six Months

Net Sales

The following table sets forth the combined net sales included in our Consolidated Statements of Operations:

Net Sales (In thousands)		2002 Six Months		2001 Six Months

Underground Mining Machinery	$	382,171	$	328,250
Surface Mining Equipment		193,406		227,011
	$	575,577	$	555,261

Total net sales for the 2002 Six Months were 3.7% greater than total net sales in the 2001 Six Months.

Net sales for underground mining machinery for the 2002 Six Months were $53.9 million higher than net sales in the 2001 Six Months. The increase resulted from increases in both new machine sales and the sales of aftermarket products and services. The improvement in new machine sales this year as compared to last year was primarily due to the depressed levels of new machine sales last year and an increase in activity for continuous miners, roof supports and shuttle cars in the United States and the emerging markets served out of the United Kingdom this year. Higher aftermarket product and service sales compared to a year ago continued to reflect the strength that was reported throughout the second half of fiscal 2001. Aftermarket parts shipments from the United Kingdom into the emerging markets of China continued to be higher than a year ago. While aftermarket product and service sales in South Africa increased from prior year levels, weakness in the South African Rand as compared to the U.S. Dollar caused such sales to decline when translated into U.S. Dollars.

Net sales for surface mining equipment in the 2002 Six Months were $33.6 million lower than net sales in the 2001 Six Months. The decrease was due to lower new machine sales, partially offset by an increase in aftermarket product and service sales. The decrease in new machine sales this year as compared to last year was primarily due to the downturn in the global markets for copper and iron ore. The increase in aftermarket product and service sales was due to higher parts and service sales in North America, Australia and the Pacific Rim.

Operating Income

In thousands		2002 Six Months		2001 Six Months

Operating income (loss): Underground Mining Machinery	$	(3,907)	$	20,192
Surface Mining Equipment		(21,692)		18,894
Corporate Expense		(2,881)		(7,487)
Total	$	(28,480)	$	31,599

Adjustments to operating income (loss): Fresh Start Accounting Items	$	68,600	$	-
Reorganization Plan Credits and Other, net		(5,761)		-
Mediation settlements		-		975
Predecessor goodwill amortization		-		4,701
	$	62,839	$	5,676

Adjusted operating income: Underground Mining Machinery	$	38,163	$	25,180
Surface Mining Equipment		4,838		19,582
Corporate Expense		(8,642)		(7,487)
Total	$	34,359	$	37,275

The 2002 Six Months fresh start accounting items consist of a $51.3 million charge for the increase to fair value of inventory that was charged to cost of sales, $6.7 million of additional depreciation expense associated with the revalued property, plant and equipment, and $10.6 million of amortization expense related to the valuation of certain identifiable finite-lived intangible assets. Reorganization plan credits and other, net include a $2.2 million credit for the collection of a pre-emergence note receivable that had been fully reserved, offset by other, net of $1.4 million consisting of legal fees, professional fee settlements and a loss on the sale of a building related to pre-emergence activities, as well as a write-down of a note receivable related to a discontinued operation. The 2001 Six Months adjustments to operating income consist of $4.7 million of amortization expense related to goodwill. Since goodwill is no longer amortized, this expense is eliminated from prior year operating income for comparative purposes.

Adjusted operating income for the 2002 Six Months decreased by 7.8% compared to adjusted operating income for the 2001 Six Months.

Adjusted operating income from underground mining machinery for the 2002 Six Months was $38.2 million compared to $25.2 million for the 2001 Six Months. The improvement in operating income was due to the increase in sales volumes, a favorable sales mix to include a larger percentage of aftermarket products, a favorable impact of increased manufacturing burden absorption, continued cost controls in manufacturing spending and a $2.5 million favorable pension adjustment in the United Kingdom.

Adjusted operating income for surface mining equipment for the 2002 Six Months was $4.8 million compared to $19.6 million for the 2001 Six Months. This decrease resulted from lower levels of new equipment shipments and a reduction in manufacturing overhead absorption of $9.0 million. In addition, lower production volumes resulted in workforce reductions that increased spending by approximately $3.0 million at our Milwaukee manufacturing facility.

Product Development, Selling and Administrative Expense

Product development, selling and administrative expense increased to $109.9 million in the 2002 Six Months compared to $107.1 million in the 2001 Six Months. The increase was due primarily to a $10.6 million fresh start accounting item offset by the elimination of $4.7 predecessor goodwill amortization, an approximately $2.5 million favorable pension adjustment and approximately $1.0 million in savings due to cost reductions. Product development, selling and administrative expense as a percentage of sales for the 2002 Six Months was 19.1% compared to 19.3% for the prior year period. Excluding the 2002 Six Months fresh start accounting items and the $4.7 million predecessor goodwill amortization in the 2001 Six Months, adjusted product development, selling and administrative expense decreased to $99.3 million in the 2002 Six Months from $102.4 million in the 2001 Six Months. As a percentage of sales, adjusted product development, selling and administrative expense decreased to 17.2% in the 2002 Six Months as compared to 18.4% for the 2001 Six Months.

Interest Expense

Interest expense for the 2002 Six Months increased to $16.6 million as compared to $8.6 million in the 2001 Six Months. This increase was due to interest expense on the Senior Notes, Senior Subordinated Notes and the Credit Agreement included in the 2002 Six Months, whereas the 2001 Six Months only included interest expense on the debtor-in-possession facility and not on borrowings included in liabilities subject to compromise.

Provision for Income Taxes

Income tax expense for the 2002 Six Months decreased to a net income tax benefit of $16.9 million as compared to a $6.0 million income tax expense in the 2001 Six Months. This decrease was principally due to the recognition of net deferred tax assets while similar items were not recognized in the prior year.

EBITDA

EBITDA is defined as income from continuing operations before deducting net interest expense, income taxes, minority interests, depreciation and amortization, and before fresh start, reorganization and other credits or charges. EBITDA is not a substitute for operating income, net income and cash flow from operating activities as determined in accordance with generally accepted accounting principles as a measure of profitability or liquidity. It is presented as additional information because management believes it a useful indicator of our operating results and our ability to meet debt service requirements. Because EBITDA is not calculated identically by all companies, the presentation herein may not be comparable to similarly titled measures of other companies.

EBITDA amounted to $28.1 million for the 2002 Second Quarter, a decrease of 11.1% from the 2001 Second Quarter, and $50.5 million for the 2002 Six Months, a decrease of 7.4% from the 2001 Six Months.

The following table shows our calculation of EBITDA:


	Three Months Ended				Six Months Ended
	Successor Company May 04, 2002		Predecessor Company April 30, 2001		Successor Company May 04, 2002		Predecessor Company April 30, 2001
Underground Mining Machinery Operating Income (Loss)	$	16,712	$	12,373	$	(3,907)	$	20,192
Depreciation		4,732		3,309		9,692		6,449
Amortization		2,699		4,165		11,201		8,408
Fresh Start Inventory Adjustment		2,020		-		31,089		-
Mediation Settlements		-		900		-		900
Restructuring Credits		-		(42)		-		(42)
Underground Mining Machinery EBITDA	$	26,163	$	20,705	$	48,075	$	35,907

Surface Mining Equipment Operating Income (Loss)	$	(2,160)	$	11,210	$	(21,692)	$	18,894
Depreciation		4,270		2,909		8,624		5,847
Amortization		1,030		413		3,756		843
Fresh Start Inventory Adjustment		2,871		-		20,234		-
Mediation Settlements		-		75		-		75
Surface Mining Equipment EBITDA	$	6,011	$	14,607	$	10,922	$	25,659

Consolidated Operating Income (Loss)	$	11,237	$	19,687	$	(28,480)	$	31,599
Depreciation		9,055		6,417		18,421		12,697
Amortization		3,729		4,595		14,957		9,286
Reorganization Plan Credits and Other, net		(798)		-		(5,761)		-
Fresh Start Inventory Adjustment		4,891		-		51,323		-
Mediation Settlements		-		975		-		975
Restructuring Credits		-		(42)		-		(42)
Consolidated EBITDA	$	28,114	$	31,632	$	50,460	$	54,515

Backlog and Bookings

We believe that backlog and bookings are not necessarily good indicators of the underlying strength of our business. This is due to several factors, including the mix of original equipment and aftermarket business, the “lumpiness” of original equipment business and how original equipment sales flow through backlog and the variability of unit prices and margins of our various products and services.

Our backlog as of May 4, 2002 was $260.8 million compared to $232.6 million at the beginning of the fiscal year. This backlog included $197.9 million related to underground mining machinery as compared to $186.7 million at the end of October 2001, and $62.9 million related to surface mining equipment as of May 4, 2002 as compared to $45.9 million at the end of October 2001. The increase in backlog resulted from an increase in aftermarket parts and service orders for surface mining equipment. These backlog amounts exclude customer arrangements under long-term life cycle management programs that extend for up to thirteen years.

New order bookings for the 2002 Six Months totaled $603.8 million, an increase of $29.5 million or 5% from the 2001 Six Months. Increased bookings for the 2002 Six Months resulted from increases in bookings for both original equipment as well as aftermarket products and services for underground mining machinery and increases in bookings for aftermarket parts and service, offset by lower bookings for original equipment, for surface mining equipment.

Critical Accounting Policies

We believe that the accounting policies that are most critical to aid in fully understanding and evaluating our reported financial results are as follows:

Revenue Recognition

We generally recognize revenue at the time of shipment and passage of title for sales of products and at the time of performance for sales of services. We recognize revenue on long-term contracts, such as the manufacture of mining shovels, drills, draglines and roof support systems, using the percentage-of-completion method. Provisions for estimated future costs relating to warranty expense are recorded based on original equipment sales levels and historical warranty expense.

Inventories

Our inventories are carried at the lower of cost or market using the first-in, first-out method of accounting. We evaluate all inventory including manufacturing raw material, work-in-process, finished goods, and spare parts, for impairment on a regular basis. Inventory in excess of our estimated usage requirements is written down to its estimated net realizable value. Inherent in our estimates of net realizable value are management’s estimates related to our future manufacturing schedules, customer demand, possible alternative uses and ultimate realizable value of potentially excess inventory.

Valuation of Intangible Assets

Intangible assets include software, drawings, patents, trademarks, excess reorganization value and other specifically identifiable intangible assets. We review the carrying value of our intangible assets on an annual basis or more frequently as circumstances warrant. This review is based upon our projections of anticipated future cash flows. While we believe that our estimates of future cash flows are reasonable, different assumptions regarding cash flows could materially affect our evaluations.

Income Taxes

We recognize deferred income taxes by applying enacted statutory rates to tax loss carryforwards and temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. We provide valuation allowances for deferred tax assets where it is considered more likely than not that we will not realize the benefit of such assets.

The use of tax benefits that arose prior to our emergence from bankruptcy will reduce income taxes paid to federal, state, and foreign jurisdictions, but will not reduce our income tax expense. Realization of these benefits first reduces excess reorganization value until exhausted then other intangibles until exhausted and thereafter is reported as additional paid in capital.

Liquidity and Capital Resources

Working capital and cash flow are two financial measurements which provide an indication of our ability to meet our obligations. We currently use cash generated by operations and borrowings under our credit facility to fund continuing operations.

Working Capital

The following table summarizes the major elements of our working capital as of the dates indicated:


In thousands	May 4, 2002		October 31, 2001
Cash	$	44,053	$	39,652
Restricted Cash		2,095		19,413
Accounts receivable, net		196,213		209,455
Inventories		482,821		513,854
Short-term debt		(1,076)		(1,733)
Accounts payable		(84,445)		(75,607)
Income taxes payable		(74,778)		(80,808)
Other, net		(155,233)		(180,913)
Working Capital	$	409,650	$	443,313

Working capital as of the end of the 2002 Second Quarter was $409.7 million as compared to $443.3 million as of October 31, 2001. The decrease in working capital of $33.6 million is primarily attributed to a reduction in the inventory balance as a result of the $51.3 million fresh start inventory adjustment. Before giving consideration to the fresh start adjustment, our inventory balance increased by $20.2 million as a result of a weakness in the global market for electric shovels. Our net receivable balance decreased by $13.3 million as a result of a more aggressive approach in collections. In addition to the items discussed above, working capital improved as a result of decreases in employee compensation and benefits, advance payments and progress billings and other accrued liabilities, but was partially offset by a decrease in restricted cash.

Cash Flow

Net cash flow provided by operating activities was $25.3 million for the 2002 Six Months compared to net cash used by operating activities of $39.3 million for the 2001 Six Months. The cash provided in the 2002 Six Months, before giving effect to currency translation adjustments, was primarily the result of a decrease of $17.3 million in restricted cash, a $14.6 million decrease in accounts receivable and an $8.0 million increase in accounts payable offset by a $29.2 million decrease in employee compensation and other accrued liabilities and an $18.6 million increase in inventories. In addition to the working capital items, cash was also provided from operations after eliminating the non-cash fresh start inventory adjustment. The decrease in the restricted cash account resulted from the payment of professional fees associated with implementation of the Plan of Reorganization and the decrease in accounts receivable was attributed to cash collection activities. The decrease in the accrued liabilities was primarily associated with the payment of professional fees and year-end bonuses while the increase in inventories is primarily the result of the delay in receiving orders for new equipment anticipated to be received during the 2002 Six Months.

Net cash used by investment and other transactions was $2.1 million for the 2002 Six Months compared to net cash used by investment and other transactions of $5.4 million for the 2001 Six Months. The decrease was primarily due to the sale of our former corporate headquarters offset by additional capital expenditures.

Net cash used in financing activities was $18.8 million for the 2002 Six Months compared to net cash provided by financing activities of $34.0 million in the 2001 Six Months. The cash used by financing activities was primarily due to the repayment of our term loan and the redemption of the 10.75% Senior Notes and their associated closing costs offset by the issuance of the 8.75% Senior Subordinated Notes.

Based upon the current level of operations, we believe that cash flow from operations, together with available borrowings under the Credit Agreement, will be adequate to meet our anticipated future requirements for capital expenditures and debt service.

Credit Facility

On March 18, 2002 we completed the offering of $200.0 million aggregate principal amount of 8.75% Senior Subordinated Notes due March 15, 2012 in a private placement under Rule 144A of the Securities Act of 1933. We used approximately $100.5 million of the net proceeds of the offering to prepay the term loan provided under the Credit Agreement. Prepayment of the term loan included the payment of accrued interest. The balance of the net proceeds of the Senior Subordinated Notes offering, together with other company funds, was used to redeem our 10.75% Senior Notes due 2006. An extraordinary loss of $4.9 million, net of a tax benefit of $3.2 million, was incurred as a result of the early retirement of debt, consisting of $4.4 million of retirement premiums and the $3.7 million write-off of associated debt issuance costs related to the term loan. Our Form S-4 registration statement providing for the exchange of the privately placed notes for registered notes was declared effective by the Securities and Exchange Commission on May 16, 2002. The exchange offering expires June 19, 2002.

The Credit Agreement contains restrictions and financial covenants relating to, among other things, minimum financial performance and limitations on the incurrence of additional indebtedness and liens, asset sales and capital expenditures. The covenants in the indenture for the Senior Subordinated Note are generally less restrictive than the covenants in the Credit Agreement and relate to, among other things, limitations on indebtedness and asset sales. Interest coverage, leverage and EBITDA covenants in the Credit Agreement become more restrictive over the term of the agreement.

Off-Balance Sheet Arrangements

We lease various assets under operating leases. The aggregate payments under operating leases as of May 4, 2002 are disclosed in the table of Disclosures about Contractual Obligations and Commercial Commitments below. No significant changes to lease commitments have occurred since May 4, 2002. We have no other off-balance sheet arrangements.

Disclosures about Contractual Obligations and Commercial Commitments

The following table sets forth our contractual obligations and commercial commitments as of May 4, 2002:


Contractual Obligations	Total		Less than 1 year		1 - 3 years		4 - 5 years		After 5 years

Long-Term Debt	$	279,704	$	-	$	-	$	-	$	279,704
Short-Term Notes Payable		15		15		-		-		-
Capital Lease Obligations		4,007		1,061		2,103		720		123
Operating Leases		29,271		12,510		11,990		2,726		2,045

Total	$	312,997	$	13,586	$	14,093	$	3,446	$	281,872

Recent Accounting Pronouncements

We adopted the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intanglible Assets” upon implementation of fresh start accounting. Goodwill amortization, net of tax, for the 2001 Second Quarter and 2001 Six Months was $2.3 million and $4.7 million, respectively. Under SFAS No. 142, adjusted net income (loss) would have been $1.7 million and $(11.2) million for the 2001 Second Quarter and 2001 Six Months, respectively. In accordance with SFAS No. 142, we do not amortize excess reorganization value or indefinite-lived intanglibe assets.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Volatility in interest rates and foreign exchange rates can impact our earnings, equity and cash flow. From time to time we undertake transactions to hedge this impact. Under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, a hedge instrument is considered effective if it offsets partially or completely the negative impact on earnings, equity and cash flow due to fluctuations in interest and foreign exchange rates. In accordance with our policy, we do not execute derivatives that are speculative or that increase our risk from either interest rate or foreign exchange rate fluctuations. At May 4, 2002, we were not party to any interest rate derivative contracts. Foreign exchange derivatives at that date were exclusively in the form of forward exchange contracts executed over-the-counter. The counterparties to these contracts are several commercial banks, all of which hold investment grade ratings. There is a concentration of these contracts at JPMorgan Chase Bank.

Our Foreign Exchange Risk Management Policy is a risk-averse policy under which most exposures that impact earnings and cash flow are fully hedged, subject to a net $5.0 million equivalent of permitted exposures per currency. Exposures that impact only equity or that do not have a cash flow impact are generally not hedged with derivatives. There are two categories of foreign exchange exposures that are hedged: assets and liabilities denominated in a foreign currency and future committed receipts or payments denominated in a foreign currency. These exposures normally arise from imports and exports of goods and from intercompany trade and lending activity.

As of May 4, 2002, the nominal or face value of forward foreign exchange contracts to which we were a party was $92.0 million in absolute U.S. Dollar equivalent terms.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Item 3 – Legal Proceedings of Part I of our annual report on Form 10-K for the year ended October 31, 2001 and Item 1 – Legal Proceedings of Part II of our quarterly report on Form 10-Q for the quarter ended February 2, 2002. The complaint filed on June 5, 2001, by the Official Committee of Unsecured Creditors of Beloit Corporation against certain present and former officers of the Company seeking both money damanges in excess of $300 million and declaratory relief was dismissed by the Milwaukee County Circuit Court on May 24, 2002.

Item 2. Changes in Securities

Pursuant to the Plan of Reorganization, on July 12, 2001, all outstanding shares of the common stock of the Predecessor Company were cancelled, 150,000,000 shares of new common stock of Joy Global Inc. $1.00 par value were authorized, and 50,000,000 shares were designated for distribution to holders of allowed claims against the Predecessor Company. Pursuant to an order of the Bankruptcy Court, on February 6, 2002, the Company issued 228,395 shares of common stock to Houlihan Lokey Howard & Zukin Capital in settlement of bankruptcy fees and expenses. These shares, together with the other distributions of common stock bring the total number of shares distributed to date to 43,140,688. The shares distributed to Houlihan Lokey Howard & Zukin Capital are in addition to the 50,000,000 shares designated for distribution to creditors under the Plan of Reorganization.

Our Stock Incentive Plan authorizes the grant of up to 5,556,000 stock options, performance units and other stock-based awards to officers, employees and directors. Grants of approximately 3.6 million shares were made to approximately 175 individuals on July 16, 2001, November 1, 2001, February 1, 2002 and May 1, 2002 with exercise prices of $13.76, $17.49, $17.49 and $16.09, respectively. The July 16, 2001 grant included grants of options to purchase 10,000 shares to each of our six outside directors. In addition, options to purchase 5,000 shares were granted to each of our six outside directors on February 27, 2002 with an exercise price of $15.84.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

At the annual meeting of stockholders held on February 26, 2002, each of our directors was reelected to terms ending at the annual meeting in 2003 and proposals were adopted approving certain limitations to our Stock Incentive Plan and approving the material terms of our Annual Bonus Compensation Plan. The votes cast as to each matter are listed below:

	For	Against	Withheld	Abstained	Broker Non-Votes

Steven L. Gerard	35,209,194	518,809	0	0	0
John Nils Hanson	35,367,694	360,309	0	0	0
Ken C. Johnsen	35,209,194	518,809	0	0	0
James R. Klauser	35,209,194	518,809	0	0	0
Richard B. Loynd	35,367,694	360,309	0	0	0
P. Eric Siegert	35,366,594	361,409	0	0	0
James H. Tate	35,209,194	518,809	0	0	0
Stock Incentive Plan	24,505,620	11,197,248	0	25,135	0
Annual Bonus Plan	35,063,243	648,345	0	16,415	0

Item 5. Other Information - Risk Factors and Forward-Looking Statements

You are urged to consider the following risk factors and cautioned not to place undue reliance on forward-looking statements. Forward-looking statements in this document are made only as of the date of this report.

Risk Factors

The cyclical nature of our original equipment manufacturing business could cause fluctuations in operating results. The cyclicality is driven primarily by product life cycles, new product introductions, competitive pressures, customer consolidations, changes in coal, copper, iron ore and other commodity prices and other economic factors affecting the mining industry.
The high fixed cost of our manufacturing operations can result in over- or under-absorption of manufacturing expenses.
The large size and cost of our products and our use of percentage-of-completion accounting means that the timing of individual orders or shipments can cause fluctuations in our operating results.
Our significant international operations are subject to many uncertainties, meaning that a reduction in international sales or unfavorable change in foreign exchange rates could have a material adverse effect on our financial performance.
We operate in highly competitive environments. Actions of our competitors can affect our financial performance.
Demand for our products may be adversely impacted by regulations affecting the mining industry or electric utilities. Our principal customers are mining companies, many of which supply coal to electric power generating plants. The operations of these mining and power generating companies are subject to a wide array of regulations. Changes in these regulations could disrupt or curtail their operations. Additionally, government regulation of electric utilities could impact the demand for coal to the extent such regulations favor alternative energy sources.
The need to comply with covenants in our debt agreements and our level of indebtedness may limit cash flow available to invest in the ongoing needs of our businesses and prevent us from achieving our operating goals.
Our growth may be hindered if we are unable to retain qualified employees. In particular, our results could be materially and adversely affected if we are unable to retain the customer relationships and technical expertise provided by our management team and our professional personnel.

Forward-Looking Statements

This report contains both historical and forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. Forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “foresee”, or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated. We undertake no obligation to update forward-looking statements to reflect new information, future events or otherwise. In addition to the risk factors listed above and any factors that may accompany forward-looking statements, factors that could materially affect actual results include the following.

Our principal businesses involve designing, manufacturing, marketing and servicing large, complex machines. Significant periods of time are necessary to design and build these machines. Large amounts of capital must be devoted by our customers to purchase these machines and to finance the mines that use them. Our success in obtaining and managing a relatively small number of sales opportunities, including our success in securing payment for such sales and meeting the requirements of warranties and guarantees associated with such sales, can affect our financial performance. In addition, many mines are located in undeveloped or developing economies where business conditions are less predictable. In recent years, up to 47% of our total sales occurred outside the United States.
Factors affecting customers’ purchases of new equipment, rebuilds, parts and services such as: production capacity, stockpiles, and production and consumption rates of coal, copper, iron, gold, oil and other ores and minerals; the cash flows of customers; the cost and availability of financing to customers and the ability of customers to obtain regulatory approval for investments in mining projects; consolidations among customers; work stoppages at customers or providers of transportation; and the timing, severity and duration of customer buying cycles.
Factors affecting our ability to capture available sales opportunities, including: customers’ perceptions of the quality and value of our products and services as compared to competitors’ products and services; whether we have successful reference installations to display to customers; customers’ perceptions of the health and stability as compared to our competitors; our ability to assist customers with competitive financing programs; and the availability of manufacturing capacity at our factories.
Factors affecting general business levels, such as: political and economic turmoil in major markets such as the United States, Canada, Europe, Asia and the Pacific Rim, South Africa, Australia and Chile; environmental and trade regulations; and the stability and ease of exchange of currencies.
Factors affecting our ability to successfully manage the sales we obtain, such as: the accuracy of our cost and time estimates; the adequacy of our cost and control systems; and our success in delivering products and completing service projects on time and within budget; our success in recruiting and retaining managers and key employees; wage stability and cooperative labor relations; plant capacity and utilization; and whether acquisitions are assimilated and divestitures completed without notable surprises or unexpected difficulties.
Factors affecting our general business, such as: unforeseen patent, tax, product, environmental, employee health and benefit, or contractual liabilities; nonrecurring restructuring and other special charges; changes in accounting or tax rules or regulations; reassessments of asset valuations for such assets as receivables, inventories, fixed assets and intangible assets; and leverage and debt service.
Various other factors beyond our control.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Stock option agreement dated May 1, 2002

(b) Reports on Form 8-K

Form 8-K Report dated as of March 1, 2002 Item 9 “Other Events”

Form 8-K Report dated as of March 15, 2002 Item 10 “Other Events”

FORM 10-Q

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.

Date June 14, 2002	JOY GLOBAL INC. (Registrant) /s/ Donald C. Roof Donald C. Roof Executive Vice President, Chief Financial Officer and Treasurer

Date June 14, 2002	/s/ Michael S. Olsen Michael S. Olsen Vice President and Controller and Chief Accounting Officer