1 Index to Exhibits on page 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-1088 KELLY SERVICES, INC. --------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 38-1510762 --------------------------------- ---------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 999 WEST BIG BEAVER ROAD, TROY, MICHIGAN 48084 ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (248) 362-4444 ---------------------------------------------------------------------- (Registrant's telephone number, including area code) No Change ----------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- At November 2, 2001, 32,372,900 shares of Class A and 3,491,551 shares of Class B common stock of the Registrant were outstanding. 2 KELLY SERVICES, INC. AND SUBSIDIARIES Page Number ------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) Statements of Earnings 3 Balance Sheets 4 Statements of Stockholders' Equity 5 Statements of Cash Flows 6 Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9 PART II. OTHER INFORMATION AND SIGNATURE Item 6. Exhibits and Reports on Form 8-K 12 Signature 13 Index to Exhibits Required by Item 601, Regulation S-K 14 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. KELLY SERVICES, INC. AND SUBSIDIARIES STATEMENTS OF EARNINGS (UNAUDITED) (In thousands of dollars except per share data) 13 Weeks Ended 39 Weeks Ended -------------------------- -------------------------- Sept. 30, Oct. 1, Sept. 30, Oct. 1, 2001 2000 2001 2000 ----------- ----------- ----------- ----------- Sales of services $ 1,066,380 $ 1,154,480 $ 3,219,833 $ 3,341,289 Cost of services 894,659 948,683 2,688,419 2,750,509 ----------- ----------- ----------- ----------- Gross profit 171,721 205,797 531,414 590,780 Selling, general and administrative expenses 163,975 162,017 504,622 483,765 ----------- ----------- ----------- ----------- Earnings from operations 7,746 43,780 26,792 107,015 Interest expense, net (135) (297) (411) (177) ----------- ----------- ----------- ----------- Earnings before income taxes 7,611 43,483 26,381 106,838 Income taxes 3,045 17,480 10,555 42,950 ----------- ----------- ----------- ----------- Net earnings $ 4,566 $ 26,003 $ 15,826 $ 63,888 =========== =========== =========== =========== Earnings per share: Basic $ .13 $ .73 $ .44 $ 1.79 Diluted .13 .73 .44 1.78 Average shares outstanding (thousands): Basic 35,855 35,728 35,817 35,716 Diluted 35,948 35,840 35,910 35,807 Dividends per share $ .25 $ .25 $ .75 $ .74 See accompanying Notes to Financial Statements. 4 KELLY SERVICES, INC. AND SUBSIDIARIES BALANCE SHEETS AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000 (In thousands of dollars) ASSETS - ------ 2001 2000 ------------- ------------- CURRENT ASSETS: (UNAUDITED) Cash and equivalents $ 79,695 $ 43,318 Short-term investments 877 2,394 Accounts receivable, less allowances of $13,415 and $13,614, respectively 584,830 631,771 Prepaid expenses and other current assets 26,621 24,903 Deferred taxes 51,834 52,209 ------------- ------------- Total current assets 743,857 754,595 PROPERTY AND EQUIPMENT: Land and buildings 57,255 44,971 Equipment, furniture and leasehold improvements 283,168 253,666 Accumulated depreciation (126,338) (97,552) ------------- ------------- Total property and equipment 214,085 201,085 INTANGIBLES AND OTHER ASSETS 120,733 133,896 ------------- ------------- TOTAL ASSETS $ 1,078,675 $ 1,089,576 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: Short-term borrowings $ 47,190 $ 57,839 Accounts payable 68,891 69,375 Payroll and related taxes 241,606 234,807 Accrued insurance 62,784 55,272 Income and other taxes 46,616 48,814 ------------- ------------- Total current liabilities 467,087 466,107 STOCKHOLDERS' EQUITY: Capital stock, $1.00 par value Class A common stock, shares issued 36,608,640 at 2001 and 36,609,040 at 2000 36,609 36,609 Class B common stock, shares issued 3,507,226 at 2001 and 3,506,826 at 2000 3,507 3,507 Treasury stock, at cost Class A common stock, 4,236,047 shares at 2001 and 4,363,578 shares at 2000 (81,789) (84,251) Class B common stock, 15,675 shares at 2001 and 12,817 shares at 2000 (435) (371) Paid-in capital 16,999 16,371 Earnings invested in the business 664,347 675,388 Accumulated foreign currency adjustments (27,650) (23,784) ------------- ------------- Total stockholders' equity 611,588 623,469 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,078,675 $ 1,089,576 ============= ============= See accompanying Notes to Financial Statements. 5 KELLY SERVICES, INC. AND SUBSIDIARIES STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (In thousands of dollars) 13 Weeks Ended 39 Weeks Ended ---------------------- ---------------------- Sept. 30, Oct. 1, Sept. 30, Oct. 1, 2001 2000 2001 2000 --------- --------- --------- --------- Capital Stock Class A common stock Balance at beginning of period $ 36,609 $ 36,609 $ 36,609 $ 36,602 Conversions from Class B -- -- -- 7 --------- --------- --------- --------- Balance at end of period 36,609 36,609 36,609 36,609 Class B common stock Balance at beginning of period 3,507 3,507 3,507 3,514 Conversions to Class A -- -- -- (7) --------- --------- --------- --------- Balance at end of period 3,507 3,507 3,507 3,507 Treasury Stock Class A common stock Balance at beginning of period (82,315) (84,792) (84,251) (80,538) Exercise of stock options, restricted stock awards and other 56 47 1,541 1,243 Treasury stock issued for acquisitions 470 358 921 522 Purchase of treasury stock -- -- -- (5,614) --------- --------- --------- --------- Balance at end of period (81,789) (84,387) (81,789) (84,387) Class B common stock Balance at beginning of period (376) (284) (371) (248) Purchase of treasury stock (59) (38) (64) (74) --------- --------- --------- --------- Balance at end of period (435) (322) (435) (322) Paid-in Capital Balance at beginning of period 16,871 16,212 16,371 15,761 Exercise of stock options, restricted stock awards and other 19 21 417 433 Treasury stock issued for acquisitions 109 73 211 112 --------- --------- --------- --------- Balance at end of period 16,999 16,306 16,999 16,306 Earnings Invested in the Business Balance at beginning of period 668,747 643,965 675,388 623,564 Net earnings 4,566 26,003 15,826 63,888 Dividends (8,966) (8,933) (26,867) (26,417) --------- --------- --------- --------- Balance at end of period 664,347 661,035 664,347 661,035 Accumulated Foreign Currency Adjustments Balance at beginning of period (32,572) (23,132) (23,784) (16,282) Equity adjustment for foreign currency 4,922 (6,473) (3,866) (13,323) --------- --------- --------- --------- Balance at end of period (27,650) (29,605) (27,650) (29,605) --------- --------- --------- --------- Stockholders' Equity at end of period $ 611,588 $ 603,143 $ 611,588 $ 603,143 ========= ========= ========= ========= Comprehensive Income Net earnings $ 4,566 $ 26,003 $ 15,826 $ 63,888 Other comprehensive income - Foreign currency adjustments 4,922 (6,473) (3,866) (13,323) --------- --------- --------- --------- Comprehensive Income $ 9,488 $ 19,530 $ 11,960 $ 50,565 ========= ========= ========= ========= See accompanying Notes to Financial Statements. 6 KELLY SERVICES, INC. AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE 39 WEEKS ENDED SEPTEMBER 30, 2001 AND OCTOBER 1, 2000 (In thousands of dollars) 2001 2000 -------------- -------------- Cash flows from operating activities: Net earnings $ 15,826 $ 63,888 Noncash adjustments: Depreciation and amortization 32,351 28,949 Decrease (increase) in accounts receivable, net 40,587 (52,889) Changes in certain working capital components 17,148 63,715 -------------- -------------- Net cash from operating activities 105,912 103,663 -------------- -------------- Cash flows from investing activities: Capital expenditures (31,086) (35,155) Acquisition of building (11,783) - Proceeds from sales and maturities of short-term investments 561,438 695,165 Purchases of short-term investments (559,921) (693,126) Decrease (increase) in other assets 9,365 (9,933) Acquisition of companies, net of cash received (139) (19,860) -------------- -------------- Net cash from investing activities (32,126) (62,909) -------------- -------------- Cash flows from financing activities: (Decrease) increase in short-term borrowings (10,649) 6,302 Dividend payments (26,827) (26,380) Purchase of treasury stock (64) (5,688) Stock options and other 131 72 -------------- -------------- Net cash from financing activities (37,409) (25,694) -------------- -------------- Net change in cash and equivalents 36,377 15,060 Cash and equivalents at beginning of period 43,318 54,032 -------------- -------------- Cash and equivalents at end of period $ 79,695 $ 69,092 ============== ============== See accompanying Notes to Financial Statements. 7 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (In thousands of dollars) 1. Basis of Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with Rule 10-01 of Regulation S-X and do not include all the information and notes required by generally accepted accounting principles for complete financial statements. All adjustments, consisting only of normal recurring adjustments, have been made which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. The unaudited consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto for the fiscal year ended December 31, 2000 (the 2000 consolidated financial statements). 2. Segment Disclosures The Company's reportable segments, which are based on the Company's method of internal reporting, are: (1) U.S. Commercial Staffing, (2) Professional, Technical and Staffing Alternatives (PTSA) and (3) International. The following table presents information about the reported sales and earnings from operations of the Company for the 13-week and 39-week periods ended September 30, 2001 and October 1, 2000. Segment data presented is net of intersegment revenues. Asset information by reportable segment is not presented, since the Company does not produce such information internally. 13 Weeks Ended 39 Weeks Ended 2001 2000 2001 2000 -------------- -------------- ------------- -------------- Sales: U.S. Commercial Staffing $ 515,475 $ 601,630 $ 1,594,353 $ 1,724,328 PTSA 270,163 270,670 807,333 790,267 International 280,742 282,180 818,147 826,694 -------------- -------------- ------------- -------------- Consolidated Total $ 1,066,380 $ 1,154,480 $ 3,219,833 $ 3,341,289 ============== ============== ============= ============== Earnings from Operations: U.S. Commercial Staffing $ 27,549 $ 49,627 $ 90,589 $ 135,517 PTSA 9,964 19,777 35,916 52,032 International 4,282 8,365 7,853 20,493 Corporate (34,049) (33,989) (107,566) (101,027) -------------- -------------- ------------- -------------- Consolidated Total $ 7,746 $ 43,780 $ 26,792 $ 107,015 ============== ============== ============= ============== 3. Contingencies The Company is subject to various legal proceedings, claims and liabilities which arise in the ordinary course of its business. Litigation is subject to many uncertainties, the outcome of individual litigated matters is not predictable with assurance and it is reasonably possible that some of the foregoing matters could be decided unfavorably to the Company. Although the amount of the liability at September 30, 2001 with respect to these matters cannot be ascertained, the Company believes that any resulting liability will not be material to the financial statements of the Company at September 30, 2001. 8 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (continued) (UNAUDITED) (In thousands of dollars) 4. Earnings Per Share The reconciliations of earnings per share computations for the 13-week and 39-week periods ended September 30, 2001 and October 1, 2000 were as follows: 13 Weeks Ended 39 Weeks Ended 2001 2000 2001 2000 ----------- ----------- ----------- ----------- Net earnings $ 4,566 $ 26,003 $ 15,826 $ 63,888 =========== =========== =========== =========== Determination of shares (thousands): Weighted average common shares outstanding 35,855 35,728 35,817 35,716 Effect of dilutive securities: Stock options 6 - 10 - Restricted and performance awards and other 87 112 83 91 ----------- ----------- ----------- ----------- Weighted average common shares outstanding - assuming dilution 35,948 35,840 35,910 35,807 =========== =========== =========== =========== Earnings per share - basic $ .13 $ .73 $ .44 $ 1.79 Earnings per share - assuming dilution $ .13 $ .73 $ .44 $ 1.78 9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition. Results of Operations: Third Quarter Sales of services in the third quarter of 2001 were $1.066 billion, a decrease of 7.6% from the same period in 2000. Sales declined in the U.S. Commercial Staffing segment by 14.3% in the third quarter as compared to last year. Sales declined 14% in July, 13% in August and 15% in September. The trend improved slightly in August, but worsened in September, leading the Company to expect continued significantly negative U.S. Commercial sales comparisons for the fourth quarter. Professional, Technical and Staffing Alternatives (PTSA) sales decreased by 0.2% compared to last year. Although this is a decrease compared to the second quarter PTSA growth rate of 3.8%, individual business unit performance was varied. Kelly Engineering Resources sales increased over 10% during the third quarter as compared to prior year. This unit provides engineering support to the aerospace, chemical, petrochemical and electrical industries. We continue to see growth in demand in this unit in spite of the economic environment. In addition, General Contractor Services experienced accelerating year over year sales growth of nearly 50% in the third quarter. This small, but rapidly growing unit manages multiple staffing suppliers on behalf of customers, primarily for professional and technical temporary employees. Kelly Staff Leasing continued to contribute positive sales growth during the quarter as well. However, most units within PTSA experienced slower sales growth when compared to the previous two quarters. In fact, three large units, the Automotive Services Group, Kelly Law Registry and Kelly IT Resources experienced double-digit revenue declines in the third quarter. These declines are consistent with the trends in the industry. Translated U.S. dollar sales in the International segment decreased by 0.5% as compared to the third quarter of 2000. However, on a constant currency basis, international revenue growth was approximately 2%, which reflected slowing from the 4% growth rate in the second quarter. The Company experienced continued slowing of demand in Canada, Puerto Rico and Australia, and the beginnings of significant slowing throughout Continental Europe. Recruitment fee income also decreased during the third quarter. Cost of services, consisting of payroll and related tax and benefit costs of employees assigned to customers, decreased 5.7% in the third quarter as compared to the same period in 2000. Gross profit as a percentage of sales was 16.1% in 2001, which was down from the 17.8% rate in 2000. The gross profit rates of all three of the Company's business segments showed decreases, as compared to last year, primarily due to an ongoing shift in mix of sales to larger customers, combined with decreases in recruitment fee income. Selling, general and administrative expenses were $164.0 million in the third quarter, an increase of 1.2% over the same period in 2000. That is a sequential improvement from the 7.3% growth rate during the first quarter, and 4.4% growth during the second quarter. The Company implemented a number of expense reduction initiatives that began to show results during the third quarter. Expenses averaged 15.4% of sales in the third quarter of 2001, a 1.4% increase versus the 14.0% rate in 2000. Earnings from operations of $7.7 million were 82.3% lower than the third quarter of 2000. U.S. Commercial earnings totaled $27.5 million, a decrease of 44.5% compared to earnings of $49.6 million last year. Expenses were well managed, and decreased nearly 3% versus last year. However, the 14.3% sales decrease, combined with the decrease in gross profit rate, produced the significant earnings decline. PTSA earnings totaled $10.0 million, a 49.6% decrease compared to earnings of $19.8 million last year. The Company continued to invest in the professional and technical businesses, opening new branches and implementing new technology, which impacted the expenses in the third quarter. In addition, recruitment fee income decreased in many business units, which negatively impacted the gross profit rate. International earnings totaled $4.3 million, down 48.8%, compared to earnings of $8.4 million last year. Decreases in recruitment fee income negatively impacted profitability, despite a quarter of relatively good expense control. Net interest expense was $135 thousand, a 54.5% improvement compared to last year's net interest expense of $297 thousand. The improvement is primarily attributable to higher cash levels than last year, combined with the impact of lower interest rates on both investment and short term debt balances. 10 Earnings before income taxes were $7.6 million, a decrease of 82.5%, compared to pretax earnings of $43.5 million earned for the same period in 2000. Income taxes were 40.0% of pretax income in the third quarter of 2001 and 40.2% in the third quarter of 2000. Net earnings were $4.6 million in the third quarter of 2001, a decrease of 82.4% from the third quarter of 2000. Diluted earnings per share were $.13, a decrease of 82.2% as compared to $.73 in the same period last year. Year-to-Date Sales of services totaled $3.220 billion during the first nine months of 2001, a decrease of 3.6% from 2000. Sales in the U.S. Commercial Staffing segment declined by 7.5%, while PTSA sales grew by 2.2% compared to last year. Translated U.S. dollar sales in the International segment declined by 1.0% as compared to the first nine months of 2000. However, on a constant currency basis, international revenue growth was approximately 4%. Gross profit as a percentage of sales was 16.5% in 2001, which decreased 1.2% compared to the 17.7% rate recorded last year. This reflected decreases in the gross profit rates of all three business segments, primarily due to a shift in mix of sales to larger customers, combined with decreases in recruitment fee income. Selling, general and administrative expenses of $504.6 million were 4.3% higher than last year. The expense rate was 15.7% of sales in 2001 and 14.5% in 2000. Compared to last year, the impact of lower sales, combined with increased depreciation, drove most of the increase in the expense rate. Net interest expense for the first nine months was $411 thousand, compared to last year's net interest expense of $177 thousand. The increase in net interest expense for the nine-month period is primarily attributable to higher average short-term borrowing levels than last year, particularly during the first quarter, partially offset by higher cash balances and lower interest rates during the second and third quarters. Earnings before taxes were $26.4 million, a decrease of 75.3% from 2000. These earnings averaged a pretax margin of 0.8% in the first nine months of 2001 and 3.2% in 2000. Income taxes were 40.0% of pretax earnings in the first nine months of 2001 and 40.2% in 2000. Net earnings were $15.8 million or 75.2% below the first nine months of 2000. Diluted earnings per share were $.44, a decrease of 75.3% as compared to $1.78 in the first nine months of 2000. Financial Condition Assets totaled $1.079 billion at September 30, 2001, a decrease of 1.0% from the $1.090 billion at December 31, 2000. Working capital decreased $11.7 million during the nine-month period. The current ratio was 1.6 at September 30, 2001 and December 31, 2000. During the first nine months of 2001, net cash from operating activities was $105.9 million, an increase of 2.2% from the comparable period in 2000. This increase resulted principally from a decrease in the accounts receivable balance offset by a decline in net earnings and lower growth of payroll and related taxes. The Company's global day's sales outstanding for the third quarter were 50 days in 2001, an improvement of one day over the 51 days reported in 2000. Capital expenditures for the first nine months totaled $31.1 million, down 11.6% from the $35.2 million spent during the same period of 2000. Of the total, over 75% related to information technology investments. Capital expenditures peaked in 1999 at $77 million. The Company reduced capital expenditures last year to $54 million. Annual capital expenditures are projected to total between $40 to $45 million in 2001. During the first quarter, the Company acquired a fully leased commercial office building that will be used for future expansion. This transaction was the second leg of a tax-free exchange for undeveloped land the Company initiated in the fourth quarter of 2000. The land was effectively swapped for the building, but in accordance with generally accepted accounting principles, it is shown as a cash acquisition for $11.8 million in the first nine months of 2001. The quarterly dividend rate applicable to Class A and Class B shares outstanding was $.25 per share in the third quarter of 2001. The Company's financial position continues to be strong. The Company continues to carry no long-term debt and expects to meet its growth requirements principally through cash generated from operations. 11 Market Risk-Sensitive Instruments And Positions The Company does not hold or invest in derivative contracts. The Company is exposed to foreign currency risk primarily due to its net investment in foreign subsidiaries. This risk is mitigated by the use of the Company's multi-currency line of credit. This credit facility is used to borrow in local currencies which mitigates the exchange rate risk resulting from foreign currency-denominated net investments fluctuating in relation to the U.S. dollar. In addition, the Company is exposed to interest rate risks through its use of the multi-currency line of credit. Overall, the Company's holdings and positions in market risk-sensitive instruments do not subject the Company to material risk. New Accounting Standards In July 2001, the Financial Accounting Standards Board (FASB) issued Statement No. 141, Business Combinations. Statement 141 requires that the purchase method be used for business combinations initiated after June 30, 2001. The Company does not expect it to have a material impact on the Company's consolidated financial statements. In July 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible Assets. Statement 142 requires that goodwill no longer be amortized to earnings, but instead be reviewed for impairment. The provisions of this Statement are required to be applied starting with fiscal years beginning after December 15, 2001. This Statement is required to be applied at the beginning of an entity's fiscal year and to be applied to all goodwill and other intangible assets recognized in its financial statements at that date. Impairment losses for goodwill and indefinite-lived intangible assets that arise due to the initial application of this Statement are to be reported as resulting from a change in accounting principle. Goodwill and intangible assets acquired after June 30, 2001, will be subject immediately to the nonamortization and amortization provisions of this Statement. The Company has not completed its determination of the impact that the adoption of this new accounting standard will have on its consolidated financial statements. In August 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This Statement supercedes FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions of Accounting Principles Board Opinion No. 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. This Statement also amends Accounting Research Bulletin No. 51, Consolidated Financial Statements. The provisions of this Statement are effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years, with early application encouraged. The Company has not determined the impact, if any, that this Statement will have on its consolidated financial position or results of operations. Forward-Looking Statements Except for the historical statements and discussions contained herein, statements contained in this report relate to future events that are subject to risks and uncertainties, such as: competition, changing market and economic conditions, currency fluctuations, changes in laws and regulations, the Company's ability to effectively implement and manage its information technology programs and other factors discussed in the report and in the Company's filings with the Securities and Exchange Commission. Actual results may differ materially from any projections contained herein. 12 PART II. OTHER INFORMATION AND SIGNATURE Item 6. Exhibits and Reports on Form 8-K. (a) See Index to Exhibits required by Item 601, Regulation S-K, set forth on page 14 of this filing. (b) No reports on Form 8-K were filed during the quarter for which this report is filed. 13 SIGNATURE 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. KELLY SERVICES, INC. Date: November 13, 2001 /s/ William K. Gerber William K. Gerber Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 14 INDEX TO EXHIBITS REQUIRED BY ITEM 601, REGULATION S-K -------------- Exhibit No. Description Document - ----- ------------ --------- 3 By-laws. 2