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Small Business Franchising: An Overview of the Industry, SBA's Role, and Legislative Proposals (Senate Small Business Committee hearing, March 16, 2022)

Summary

The Senate Committee on Small Business and Entrepreneurship, chaired by Benjamin L. Cardin, met on March 16, 2022 (S. Hrg. 117–242) on the franchising business model, the SBA's role in helping entrepreneurs open franchises and its role in protecting them from deceptive marketing and bad actors. Senator Catherine Cortez Masto testified on legislation to improve how the SBA supports franchisees, saying a report on the franchise industry indicates that franchise loans make up 13 percent of SBA's total loan portfolio and that Nevadans have reported losing retirement funds, life savings and homes trying to repay loans on unprofitable businesses. The second panel was Robert W. Emerson of the University of Florida, Aaron Yelowitz of the University of Kentucky and Cato Institute, Leanne Stapf of The Cleaning Authority and Bryan Tipton of Tipton Investments.

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Cite this document

“Small Business Franchising: An Overview of the Industry, SBA's Role, and Legislative Proposals (Senate Small Business Committee hearing, March 16, 2022).” Original at www.govinfo.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/small-business-franchising-an-overview-of-the-industry-sba-s-role-and-2bcdfba71d/, SHA-256 1a7c08c25c51c8da5dea99f10c3506810f2171048fc257d2c03f80802c822f51.

Full text

                                                                                                                                                      S. HRG. 117–242

                                                                                   SMALL BUSINESS FRANCHISING:
                                                                                 AN OVERVIEW OF THE INDUSTRY,
                                                                             SBA’S ROLE, AND LEGISLATIVE PROPOSALS



                                                                                                          HEARING
                                                                                                                 BEFORE THE


                                                                               COMMITTEE ON SMALL BUSINESS
                                                                                  AND ENTREPRENEURSHIP
                                                                                                                    OF THE


                                                                                           UNITED STATES SENATE
                                                                                   ONE HUNDRED SEVENTEENTH CONGRESS
                                                                                                               SECOND SESSION


                                                                                                               MARCH 16, 2022


                                                                              Printed for the Committee on Small Business and Entrepreneurship




                                                                                                                    (
                                                                                       Available via the World Wide Web: http://www.govinfo.gov




                                                                                                   U.S. GOVERNMENT PUBLISHING OFFICE
                                                                           47–361 PDF                          WASHINGTON : 2022




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                                                                              COMMITTEE ON SMALL BUSINESS AND ENTREPRENEURSHIP

                                                                                           ONE HUNDRED SEVENTEENTH CONGRESS



                                                                                       BENJAMIN L. CARDIN, Maryland, Chairman
                                                                                          RAND PAUL, Kentucky, Ranking Member
                                                                     MARIA CANTWELL, Washington             MARCO RUBIO, Florida
                                                                     JEANNE SHAHEEN, New Hampshire          JAMES E. RISCH, Idaho
                                                                     EDWARD J. MARKEY, Massachusetts        TIM SCOTT, South Carolina
                                                                     CORY A. BOOKER, New Jersey             JONI ERNST, Iowa
                                                                     CHRISTOPHER A. COONS, Delaware         JAMES M. INHOFE, Oklahoma
                                                                     MAZIE HIRONO, Hawaii                   TODD YOUNG, Indiana
                                                                     TAMMY DUCKWORTH, Illinois              JOHN KENNEDY, Louisiana
                                                                     JACKY ROSEN, Nevada                    JOSH HAWLEY, Missouri
                                                                     JOHN HICKENLOOPER, Colorado            ROGER MARSHALL, Kansas
                                                                                           SEAN MOORE, Democratic Staff Director
                                                                                       WILLIAM HENDERSON, Republican Staff Director




                                                                                                                         (II)




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                                                                                                               C O N T E N T S

                                                                                                                      OPENING STATEMENTS
                                                                                                                                                                                                     Page
                                                                     Cardin, Hon. Benjamin L., Chairman, a U.S. Senator from Maryland ..............                                                   1
                                                                     Paul, Hon. Rand, Ranking Member, a U.S. Senator from Kentucky ..................                                                  2

                                                                                                                               WITNESSES

                                                                                                                                 Panel 1
                                                                     Cortez Masto, Hon. Catherine, United States Senate, Washington, DC ............                                                  14

                                                                                                                                 Panel 2
                                                                     Emerson, Mr. Robert W., Huber Hurst Professor of Business Law, University
                                                                       of Florida, Gainesville, FL ...................................................................................                19
                                                                     Yelowitz, Dr. Aaron, Professor of Economics, University of Kentucky, Senior
                                                                       Fellow, Cato Institute, Lexington, KY ................................................................                         31
                                                                     Stapf, Ms. Leanne, Chief Operating Officer, The Cleaning Authority, Colum-
                                                                       bia, MD .................................................................................................................      40
                                                                     Tipton, Mr. Bryan, Owner, Tipton Investments, Nicholasville, KY ....................                                             52

                                                                                       ALPHABETICAL LISTING AND APPENDIX MATERIAL SUBMITTED
                                                                     American Association of Franchisees and Dealers
                                                                         Letter dated March 11, 2022 ...........................................................................                      66
                                                                     American Hotel and Lodging Association
                                                                         Letter dated March 14, 2022 ...........................................................................                      68
                                                                     Asian American Hotel Owners Association
                                                                         Letter dated March 10, 2022 ...........................................................................                      69
                                                                     Cardin, Hon. Benjamin L.
                                                                         Opening statement ...........................................................................................                 1
                                                                     Clark, Patrick
                                                                         Bloomberg article dated May 14, 2015 ‘‘Franchise Loans Keep Blowing
                                                                            Up, and the Government Keeps Backing Them’’ .......................................                                       70
                                                                     Coalition of Franchisees Association
                                                                         Letter dated March 15, 2022 ...........................................................................                      74
                                                                     Cortez Masto, Catherine, United States Senate
                                                                         Testimony ..........................................................................................................         14
                                                                         Prepared statement ..........................................................................................                16
                                                                         Report dated April 2021 ‘‘Strategies to Improve the Franchise Model:
                                                                            Preventing Unfair and Deceptive Franchise Practices’’ .............................                                       75
                                                                         Letter dated April 13, 2021 .............................................................................                   162
                                                                     Cortez Masto, Catherine, United States Senate and Warren, Elizabeth,
                                                                       United States Senate
                                                                         Letter dated March 1, 2022 .............................................................................                    164
                                                                     Dental Fix RX
                                                                         Letter dated March 13, 2022 ...........................................................................                     168
                                                                     Emerson, Mr. Robert W.
                                                                         Testimony ..........................................................................................................         19
                                                                         Prepared statement ..........................................................................................                21
                                                                         Responses to questions submitted by Chairman Cardin and Senator Mar-
                                                                            shall ................................................................................................................   207
                                                                     Franchisee Advocacy Consulting
                                                                         Letter dated March 24, 2022 ...........................................................................                     181

                                                                                                                                     (III)




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                                                                                                                                      IV
                                                                                                                                                                                                     Page
                                                                     Galatte, Michael
                                                                         Statement dated March 6, 2022 ......................................................................                        191
                                                                     International Franchise Association
                                                                         Statement dated March 16, 2022 ....................................................................                           4
                                                                     Malik, Junaid
                                                                         Letter dated March 14, 2022 ...........................................................................                     193
                                                                     Maze, Jonathan
                                                                         Restaurant Business article dated February 10, 2022 ‘‘Burgerim’s Growth
                                                                            Had a Notable Enabler: the SBA’’ ...............................................................                         194
                                                                     North American Securities Administrators Association, Inc.
                                                                         Letter dated March 14, 2022 ...........................................................................                      11
                                                                     Paul, Hon. Rand
                                                                         Opening statement ...........................................................................................                 2
                                                                     Stapf, Ms. Leanne
                                                                         Testimony ..........................................................................................................         40
                                                                         Prepared statement ..........................................................................................                42
                                                                         Responses to questions submitted by Chairman Cardin and Senators
                                                                            Inhofe, Young and Marshall ........................................................................                      202
                                                                     Tipton, Mr. Bryan
                                                                         Testimony ..........................................................................................................         52
                                                                         Prepared statement ..........................................................................................                54
                                                                     Yelowitz, Dr. Aaron
                                                                         Testimony ..........................................................................................................         31
                                                                         Prepared statement ..........................................................................................                33
                                                                         Responses to questions submitted by Senator Young and Senator Mar-
                                                                            shall ................................................................................................................   199




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                                                                                SMALL BUSINESS FRANCHISING:
                                                                               AN OVERVIEW OF THE INDUSTRY,
                                                                          SBA’S ROLE, AND LEGISLATIVE PROPOSALS

                                                                                                  WEDNESDAY, MARCH 16, 2022

                                                                                                  UNITED STATES SENATE,
                                                                                              COMMITTEE ON SMALL BUSINESS
                                                                                                         AND ENTREPRENEURSHIP,
                                                                                                                    Washington, DC.
                                                                       The Committee met, pursuant to notice, at 2:32 p.m., via WebEx
                                                                     in Room 301, Russell Senate Office Building, Hon. Benjamin L.
                                                                     Cardin, Chairman of the Committee, presiding.
                                                                       Present:   Senators     Cardin,    Cantwell,   Booker,   Rosen,
                                                                     Hickenlooper, Paul, Scott, Ernst, Young, Hawley, and Marshall.
                                                                             OPENING STATEMENT OF HON. BENJAMIN L. CARDIN,
                                                                               CHAIRMAN, A U.S. SENATOR FROM MARYLAND
                                                                        Chairman CARDIN. The Small Business and Entrepreneurship
                                                                     Committee will come to order.
                                                                        I want to welcome all of our witnesses that are with us today as
                                                                     we take up the franchising business model. I particularly want to
                                                                     welcome our colleague, Senator Catherine Cortez Masto, to the
                                                                     Committee. We will hear from her shortly.
                                                                        Today’s hearing will examine the franchising business model, the
                                                                     small business it creates, the role of the Small Business Adminis-
                                                                     tration in helping entrepreneurs open franchises, as well as the
                                                                     Agency’s role in protecting entrepreneurs from deceptive marketing
                                                                     and bad actors. I also want to thank Senator Cortez Masto for join-
                                                                     ing us today to discuss legislation that she has proposed to improve
                                                                     how the SBA supports franchisees.
                                                                        The most common franchise business model is when a franchisor,
                                                                     usually a large or growing corporation, provides a business system,
                                                                     training, products, and branding to a franchisee, usually an entre-
                                                                     preneur or an established small business, in exchange for a fee and
                                                                     ongoing royalties. The business model is well known and is prac-
                                                                     ticed by some of the largest companies in the world, including
                                                                     McDonald’s, Subway, and UPS Store.
                                                                        When done well, the franchising business model is beneficial for
                                                                     the franchisor, the franchisee, and consumers. Franchisors are able
                                                                     to create efficient and cost effective supply chains while leaving
                                                                     day-to-day operations to the franchisee.
                                                                        The franchising business model can also be used to fuel the ex-
                                                                     pansion of growing businesses. The franchisee is able to skip the
                                                                     startup phase of a small business, such as conducting market re-
                                                                                                                         (1)




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                                                                     search and product development, by buying an established brand
                                                                     and concept. The franchisee is also able to focus on the daily oper-
                                                                     ations of the business while leaving the marketing, advertising,
                                                                     and supply chain management to the franchisor. The consumer
                                                                     gets predictability and guaranteed quality in the products and
                                                                     services they purchase at locations around the world.
                                                                        The benefits of the franchising model are many, but the model
                                                                     has its risks, with the disproportionate amount falling on the
                                                                     franchisee. For example, the franchisor is in control of all relevant
                                                                     information a franchisee needs to access the historical performance
                                                                     and financial strength of the franchise to make informed decisions.
                                                                     This information asymmetry inherent in the relationship can lead
                                                                     itself to bad actors.
                                                                        Recently, I think it was last—a few months ago, Senator Cortez
                                                                     Masto released a report detailing issues in the franchise industry
                                                                     and recommendations for transparency and outcomes for
                                                                     franchisees. As a result, she introduced two bills, S. 1120 and
                                                                     S. 2162. The Small Business Administration Franchise Loan
                                                                     Transparency Act would require the prospective franchise owner to
                                                                     receive accurate historical revenue and store closure information.
                                                                     And the second bill, the SBA Franchise Loan Default Disclosure
                                                                     Act, requires the Small Business Administration to publish default
                                                                     rates for the past decade for each of the franchise brands.
                                                                        Senator Cortez Masto, we look forward to hearing your expla-
                                                                     nation of these bills and what brought you to these conclusions,
                                                                     and our Committee is very much looking forward to hearing from
                                                                     you in regards to that legislation.
                                                                        I also want to welcome the other witnesses that we have on the
                                                                     second panel. I think this can be an extremely important hearing.
                                                                     For many small business owners, franchising has been a path to
                                                                     the middle class and financial security. For many others, opening
                                                                     a franchise has led to a financial ruin. So I am hopeful to learn
                                                                     from all the witnesses about what Congress can do to maintain and
                                                                     improve this successful business model while increasing trans-
                                                                     parency and protect entrepreneurs chasing the American dream
                                                                     from bad actors and fraudsters.
                                                                        With that, let me turn it over to Senator Paul for his opening
                                                                     comments.
                                                                                       OPENING STATEMENT OF HON. RAND PAUL,
                                                                                          A U.S. SENATOR FROM KENTUCKY
                                                                       Senator PAUL. After borrowing nearly $6 trillion in the last 2
                                                                     years, is any serious person the least bit surprised that inflation
                                                                     has reached a 40-year high, that gas prices are higher than they
                                                                     have ever been, and that supply chain disruptions persist?
                                                                       You might think that government would change course. You
                                                                     might think that Congress would consider balancing its budget and
                                                                     lowering taxes or repealing burdensome regulations. You might
                                                                     even think that Congress would at least rule out adding more regu-
                                                                     latory burdens on small business owners. But you would be wrong.
                                                                     Not one of those things are under consideration today. Instead,
                                                                     demonstrating a remarkable lack of creativity, the legislation
                                                                     under consideration today proposes to solve a problem by spending
                                                                     and regulation with even more spending and regulation.




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                                                                        Unsurprisingly, small business owners believe the economy is on
                                                                     the wrong track. The Job Creator Network’s monthly Small Busi-
                                                                     ness Optimism Index found that small businesses have grown in-
                                                                     creasingly pessimistic, increasingly pessimistic every month since
                                                                     July 2021. I am sorry to say that they are not going to feel any
                                                                     better after this hearing.
                                                                        Today, this Committee focuses on threatening the franchise
                                                                     model, which has often been credited as a business model that
                                                                     spurs job creation, in fact, one of the more successful business mod-
                                                                     els we have. If our goal is to create an environment where small
                                                                     businesses can thrive, our focus should be cutting regulations and
                                                                     barriers to entry. Rather, we are discussing ways to weaken a busi-
                                                                     ness model that has been benefiting customers, workers, and entre-
                                                                     preneurs alike across the country, with a great history.
                                                                        The legislation being discussed today would add more regulations
                                                                     to franchises seeking to obtain SBA loans. The International Fran-
                                                                     chise Association has stated that these bills attempt to address a
                                                                     problem that does not exist in franchising. Franchisee satisfaction
                                                                     is at an all-time high coming out of the pandemic thanks to the
                                                                     strength of the business model. Adding new government regula-
                                                                     tions and new government mandates to franchises will, while ex-
                                                                     cluding other types of businesses, arbitrarily pick winners and los-
                                                                     ers.
                                                                        I ask for unanimous consent to enter the full statement by the
                                                                     IFA into the record.
                                                                        Chairman CARDIN. Without objection.
                                                                        [The information referred to follows:]




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                                                                                                                         10

                                                                        Senator PAUL. In reality, no amount of regulations and disclo-
                                                                     sures will eliminate the risk in SBA’s programs. The best way to
                                                                     avoid risk to taxpayers is to stop forcing them to foot the bill for
                                                                     SBA grants and defaulted loans. As Dr. Yelowitz stated in his writ-
                                                                     ten testimony, the SBA’s guaranteed lending program cost the tax-
                                                                     payer $25,000 per job. Another report from MIT found that the
                                                                     PPP program cost the taxpayer $224,000 per job saved.
                                                                        Rather than tweaking inefficient and bureaucratic SBA pro-
                                                                     grams, I urge my colleagues to, for once, consider getting out of the
                                                                     way and letting small business flourish. Thank you.
                                                                        Chairman CARDIN. Before turning to Senator Cortez Masto, I
                                                                     would ask consent that statements from the North American Secu-
                                                                     rity Administrators Association and the International Franchise
                                                                     Association be made part of our record. Without objection.
                                                                        [The information referred to follows:]




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                                                                       Chairman CARDIN. Senator Cortez Masto, I already mentioned
                                                                     the work that you did leading up to the introduction of these two
                                                                     bills. We thank you for your leadership on this issue and so many
                                                                     other issues, and it is a real pleasure to have you before the Com-
                                                                     mittee.
                                                                               STATEMENT OF HON. CATHERINE CORTEZ MASTO,
                                                                                     A U.S. SENATOR FROM NEVADA
                                                                         Senator Cortez Masto. Chairman Cardin, thank you; Ranking
                                                                     Member Paul and to the distinguished members of the Committee,
                                                                     thank you, for the invitation today to testify about the role the
                                                                     Small Business Administration can play in protecting franchisee
                                                                     borrowers from harmful practices in the franchise industry.
                                                                         There are terrific franchise corporations out there that provide
                                                                     opportunities for entrepreneurs to own successful businesses, but
                                                                     there are also franchise corporations that treat entrepreneurs in-
                                                                     credibly unfairly. Last year, I released a report detailing how the
                                                                     franchise system has left some entrepreneurs financially dev-
                                                                     astated. I have heard from Nevadans who have lost their retire-
                                                                     ment funds, their life savings, and their homes trying to repay
                                                                     loans on unprofitable businesses.
                                                                         Our small business owners do not expect their businesses to be
                                                                     risk-free, but if they purchase a franchise they absolutely deserve
                                                                     to know what they are getting into. Right now, that is not always
                                                                     the case, and the Small Business Administration can do more to fix
                                                                     it.
                                                                         The SBA is the go-to source of funding for many new franchises.
                                                                     My report indicates that franchise loans make up 13 percent of
                                                                     SBA’s total loan portfolio. In 2019 alone, SBA guaranteed more
                                                                     than 7,000 loans to franchise owners. Yet, some franchise brands
                                                                     consistently see high default rates, and the SBA Inspector General
                                                                     has repeatedly raised concerns about these high-risk franchises.
                                                                         This is why it matters. If a franchise owner gets an SBA loan
                                                                     for a franchise business that is unprofitable, the franchise owner
                                                                     will oftentimes have to repay the loan from personal assets. That
                                                                     is their savings, their retirement funds, and their homes. If those
                                                                     assets are not enough, the SBA then pays off the loan. This is the
                                                                     guarantee that SBA provides lenders that loan to franchise owners.
                                                                     Those repaid funds are paid for by other small borrowers and
                                                                     sometimes taxpayers.
                                                                         I recommend that the SBA require franchise corporations to
                                                                     share historical financial performance data with the potential fran-
                                                                     chise owners before the SBA guarantees the loan. It is a simple
                                                                     step that could help investors avoid devastating defaults.
                                                                         Now I have introduced, as the Chairman said, two bills that en-
                                                                     sure franchisee borrowers have access to critical historical financial
                                                                     information that they need before they make a decision to move
                                                                     forward. The SBA Franchise Loan Default Disclosure Act requires
                                                                     the SBA to publish default rates by franchise brand over the past
                                                                     decade. Every lender reports to the SBA monthly on loan perform-
                                                                     ance. The SBA can easily make default rates on loans it guarantees
                                                                     publically accessible on its website. Publishing defaults by brand
                                                                     gives entrepreneurs information about the risks that they might
                                                                     face.




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                                                                        The second bill I introduced, the SBA Franchise Loan Trans-
                                                                     parency Act, requires franchise corporations to give accurate histor-
                                                                     ical financial performance information to anyone applying for SBA
                                                                     government-backed loans. Now when I talk with franchise owners,
                                                                     they repeatedly tell me that they did the research before investing.
                                                                     Yet, prospective franchise owners are not getting all of the histor-
                                                                     ical financial performance data that they need to make a decision.
                                                                     Any information they get in the franchise disclosure document is
                                                                     required by law to be accurate, but because some franchise corpora-
                                                                     tions know that everything in the FDD has to be accurate they can
                                                                     leave out key pieces of financial performance information. Instead,
                                                                     they may give that information to franchise owners outside the
                                                                     FDD, and they can present it an overly rosy or an inaccurate way.
                                                                     So my bill requires the franchise corporations to provide specific
                                                                     historical performance data in the FDD so that borrowers can
                                                                     make an informed decision about the risks that they face.
                                                                        People buy franchises because they want to invest in a business
                                                                     that has proven successful. You are going to hear that today from
                                                                     one of your panelists. Only brands willing to share revenue data
                                                                     on how their franchises have performed in the past should earn the
                                                                     privilege of having their investors receive SBA guaranteed loans.
                                                                     In that sense, my bills sets a standard for franchise corporations.
                                                                        Now although I have introduced bills to make these changes, let
                                                                     me make it very clear that the Small Business Administration has
                                                                     the power to take these steps on its own. And so while franchises
                                                                     are wonderful business opportunities for hardworking Nevadans
                                                                     and they are wonderful business opportunities across the country,
                                                                     we need to do more to ensure that all franchise owners have that
                                                                     experience. The SBA should not be guaranteeing high risk loans.
                                                                        So I want to thank the Committee for taking this subject up. I
                                                                     look forward to working with the various members of the Com-
                                                                     mittee and the Chair and Ranking Member and thank you again
                                                                     for holding this hearing.
                                                                        [The prepared statement of Senator Cortez Masto follows:]




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                                                                       Chairman CARDIN. Well, Senator, thank you for your work on
                                                                     this area and also for your testimony here today. It is hard to gen-
                                                                     eralize. I agree that franchises are an extremely important part of
                                                                     entrepreneurship and it has been a very successful model, business
                                                                     model. It seems to me that the requirements in your two bills—if
                                                                     we were to categorize those franchises that have been most suc-
                                                                     cessful, they comply with those requirements. They are already
                                                                     making that information available to potential franchisees.
                                                                       So it seems to me what your bill is doing is establishing best
                                                                     practices in the field in an effort to make sure that the concept of
                                                                     franchising maintains a standard that will allow it to grow in the
                                                                     future. So I applaud you and the legislation.
                                                                       Are there any questions by members of the Committee for Sen-
                                                                     ator Cortez Masto?
                                                                       [No audible response.]
                                                                       Chairman CARDIN. If not, thank you very much for your testi-
                                                                     mony. Appreciate it.
                                                                       Senator Cortez Masto. Thank you.
                                                                       Chairman CARDIN. We will now go to our second panel. We have
                                                                     testifying virtually, Professor Robert Emerson, and he is the Huber
                                                                     Hurst Professor of Business Law at the University of Florida. He
                                                                     has authored several business law textbooks and written several
                                                                     dozen law journal articles, book chapters, and other works on fran-
                                                                     chise law. He has led research symposia on franchising and taught
                                                                     franchise and distribution law at universities and institutions
                                                                     throughout North America and Europe.
                                                                       We will then hear from Aaron Yelowitz. Dr. Aaron Yelowitz is a
                                                                     professor in the Department of Economics at the University of Ken-
                                                                     tucky, a senior fellow with the Cato Institute, and a research fellow
                                                                     with the Institute of Labor Economics. He has taught graduate
                                                                     classes in public economics and health economics and under-
                                                                     graduate classes on health economics, labor economics, housing eco-
                                                                     nomics, and poverty and welfare programs.
                                                                       We will then hear from Leanne Stapf, Chief Operating Officer of
                                                                     The Cleaning Authority, Columbia, Maryland. Leanne Stapf has
                                                                     been the Chief Operating Officer of The Cleaning Authority since
                                                                     2012, working to build and enhance the infrastructure to support
                                                                     franchisees. She is also a franchisee of a location of The Cleaning
                                                                     Authority in Harrisburg, Pennsylvania. The company’s franchises
                                                                     provide regular cleaning services to over 100,000 customers.
                                                                       Now lastly, we will hear from Mr. Bryan Tipton, owner of Tipton
                                                                     Investments in Nicholasville, Kentucky. He has been an Arby’s
                                                                     franchisee since 2008 and also owns a residential rental company.
                                                                     Mr. Tipton works in the operations of his restaurant. Mr. Tipton
                                                                     grew up in Richmond, Kentucky, working in the fast food industry
                                                                     and attended Eastern Kentucky University before pursuing res-
                                                                     taurant management.
                                                                       We will start first with Professor Emerson, virtually.
                                                                       I would ask each of you to—your full statements will be made
                                                                     part of our record. If you could summarize in about five minutes,
                                                                     we would appreciate that.
                                                                       Professor Emerson.




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                                                                     STATEMENT OF ROBERT W. EMERSON, HUBER HURST PRO-
                                                                      FESSOR OF BUSINESS LAW, UNIVERSITY OF FLORIDA,
                                                                      GAINESVILLE, FL
                                                                        Mr. EMERSON. Thank you. Chairman Cardin, Ranking Member
                                                                     Paul, distinguished Committee members, I am honored to be in-
                                                                     vited to this hearing. I grew up not far from the Capitol in Silver
                                                                     Spring and wish I could be there in person.
                                                                        This morning, I watched the incredibly moving speech before
                                                                     Congress of President Zelenskyy, and I will be the first person to
                                                                     acknowledge that my thoughts on franchising obviously do not mat-
                                                                     ter much compared to something as epic as that. Still, as I thought
                                                                     about Ukraine’s heroic fight for freedom and democracy, I thought
                                                                     of how franchising is a kind of marketplace democracy.
                                                                        As a model for business based on free choice, good governance,
                                                                     transparency, and a certain measure of democratic norms, much
                                                                     should be expected of franchising, and the best run franchisors gen-
                                                                     erally do quite well, yet not at the expense of franchisees. They are
                                                                     really all in it together.
                                                                        Many franchisees have benefited very much from becoming part
                                                                     of a franchise network family, but other franchisees have been hurt
                                                                     tremendously. To some degree, these franchisees can, and no doubt
                                                                     often do, blame themselves for not steering away from what turned
                                                                     out to be a fateful choice to purchase a franchise, but those mis-
                                                                     takes are so predictable. Just as we do not know who exactly will
                                                                     be injured due to poor designs or manufacturing but we can predict
                                                                     that there will be significant numbers who are injured, so we can
                                                                     look at how some franchise systems operate and how some fran-
                                                                     chise prospects will proceed, and it all so predictable that people
                                                                     will be hurt.
                                                                        So there are norms in that franchisees should have a number of
                                                                     freedoms that a written term in a FDD or a franchise agreement
                                                                     cannot deny, freedoms such as to go to court to assert a claim
                                                                     based directly on the FTC rule, to freely associate and exchange in-
                                                                     formation with other franchisees without any fear of retaliation, to
                                                                     be able to introduce in court the statements made to them by
                                                                     franchisor representatives despite a parol evidence rule or waivers
                                                                     or nonreliance defenses.
                                                                        A norm of good franchise system governance should be that
                                                                     franchisors are bound by the reasonable expectations of all the par-
                                                                     ties concerned, including franchisees, whenever operations manuals
                                                                     may be used or require expensive changes to the system.
                                                                        Perhaps most of all, and this is really more on regulators and the
                                                                     franchising community as a whole, the mountain of information
                                                                     that is available to prospective franchisees needs to be more readily
                                                                     accessible, in a highly useful format, for easy tabulation and com-
                                                                     parison of FDD data from various franchisors or even across indus-
                                                                     tries.
                                                                        In my research, I have gathered hundreds of FDDs and put them
                                                                     in somewhat surgical files for my use. But when you need to put
                                                                     in time to do that, well, it really does help to have tenure. Prospec-
                                                                     tive franchisees do not have that time and may understandably feel
                                                                     as if they are being hosed down by a fire hydrant of documents,
                                                                     disclosures, and disclaimers. Exhaustion, information overload may




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                                                                     lead them to decide to abstain from some choices that they really
                                                                     should make.
                                                                       So I do endorse S. 1120 and certainly agree with the motives be-
                                                                     hind S. 2162, but the FTC, the SBA, the NASAA, the IFA, and
                                                                     probably some other acronyms certainly could work to make the
                                                                     data much more user-friendly. That would be good for everyone.
                                                                       The data out there is really a set of collective experiences, and
                                                                     when we look at those experiences, you could say that franchise
                                                                     systems are all feeding off of experience, what a franchise network
                                                                     builds upon. There is always more for us to learn, and thus, I hope
                                                                     I am one person for whom the old quip does not apply: You can al-
                                                                     ways tell a Harvard man, but you cannot tell him much.
                                                                       [The prepared statement of Mr. Emerson follows:]




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                                                                                                                         31

                                                                       Chairman CARDIN. Professor, thank you for your testimony. We
                                                                     appreciate it very much.
                                                                       Dr. Yelowitz.
                                                                     STATEMENT OF AARON YELOWITZ, Ph.D., PROFESSOR OF ECO-
                                                                      NOMICS, UNIVERSITY OF KENTUCKY, SENIOR FELLOW,
                                                                      CATO INSTITUTE, LEXINGTON, KY
                                                                        Dr. YELOWITZ. Chairman Cardin, Ranking Member Paul, and
                                                                     members of the Committee, thank you for the honor of partici-
                                                                     pating in today’s hearing. My name is Aaron Yelowitz, and I serve
                                                                     as a Professor of Economics at University of Kentucky and a Senior
                                                                     Fellow at Cato Institute.
                                                                        The franchising model, which allows aspiring entrepreneurs to
                                                                     adopt a proven business model while avoiding many of the mis-
                                                                     takes associated with a new business, impacts 730,000 establish-
                                                                     ments and 8.4 million workers in the United States. Although
                                                                     many people associate franchising with fast food, there are thou-
                                                                     sands of brands across 300 business lines.
                                                                        From entry into markets to jobs and wages to the use of SBA
                                                                     loans, emerging evidence shows that the conditions franchisees op-
                                                                     erate under are not substantively different than small, independent
                                                                     business owners. Singling out franchising for additional regulation
                                                                     will make the franchising model less viable, in turn, leading to less
                                                                     competition and higher consumer prices at a time when inflation
                                                                     is already at 40-year highs. The degree to which the Federal Gov-
                                                                     ernment should be involved in regulating private businesses and
                                                                     subsidizing business loans is a legitimate question, especially with
                                                                     high taxpayer costs per jobs created, but singling out franchises is
                                                                     unwarranted.
                                                                        Proposals to further regulate franchise disclosure that are solely
                                                                     confined to the SBA are misplaced. Franchise sales and disclosure
                                                                     is heavily regulated by the FTC, which administers the FTC Fran-
                                                                     chise Rule requiring disclosure in 23 areas.
                                                                        Given the paucity of data on franchising, Oxford Economics sur-
                                                                     veyed more than 4,000 franchisees and published a comprehensive
                                                                     study in 2021. Oxford found franchising offers a path to entrepre-
                                                                     neurship but is especially valuable for new entrepreneurs, vet-
                                                                     erans, minorities, and women.
                                                                        Some popular books describe franchising as running a business
                                                                     with training wheels. Franchisors provide training wheels to keep
                                                                     new franchisees balanced until they can pedal on their own. This
                                                                     view is confirmed in the study. Thirty-two percent of respondents
                                                                     report they would not own a business without the franchising
                                                                     model. Without this model, 223,000 establishments employing some
                                                                     1.8 million workers would not exist. Franchisees value the
                                                                     franchisors’ support in areas where an entrepreneur running a
                                                                     small, independent business would likely make mistakes. Intu-
                                                                     itively, many business owners would not have gone down that un-
                                                                     certain path without such support.
                                                                        Critics of franchising often focus on the wages and labor viola-
                                                                     tions. Oxford compared wage levels and growth for new hires at
                                                                     franchises and independent businesses. Wages and wage growth
                                                                     were virtually the same for new hires with no more than a 13-cent
                                                                     difference in any of the first 20 months of employment.




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                                                                        SBA loans account for about 1 percent of all small business
                                                                     loans. A recent study links SBA loans to businesses. The loans did
                                                                     encourage job growth. However, the taxpayer costs from charge-offs
                                                                     in administration range from $21,580 to $25,450 per job created
                                                                     while the jobs themselves paid about $30,000 per year on average.
                                                                        Business lending is important to franchisees. The Oxford study
                                                                     finds that 21 percent of respondents report being capital con-
                                                                     strained when starting their first franchise business.
                                                                        Critics have expressed concern about default rates. I have ana-
                                                                     lyzed SBA loans from fiscal year 2010 onward based on franchise
                                                                     status, essentially a comparison of franchisees and independent
                                                                     businesses. Among 7(a) and 504 loans, about 10 percent went to
                                                                     franchisees. As time lapses from when a loan originates, charge-off
                                                                     rates increase although the charge-off rate for 2020 through 2022
                                                                     may be misleading because of debt relief forbearance from the
                                                                     CARES Act.
                                                                        In my view, there are very modest differences in charge-offs. In
                                                                     most years, the difference in charge-offs between franchisees and
                                                                     independent businesses is statistically insignificant. For example,
                                                                     in fiscal year 2010, 7.8 percent of franchisees’ SBA 7(a) loans were
                                                                     charged-off, slightly lower than the 8 percent for independent busi-
                                                                     nesses. For the 504 loan program, charge-offs were nearly the same
                                                                     after 2011. The SBA data does not support the characterization of
                                                                     franchise loan charge-offs as anything out of the ordinary. Rather
                                                                     than being squeezed by corporate franchisors to commit wage viola-
                                                                     tions or default on loans, the data paints a picture of franchisees
                                                                     performing much like small, independent businesses.
                                                                        Small businesses promote competition. Some recent proposals
                                                                     would impose new burdens on the franchisor-franchisee relation-
                                                                     ship, which is private and voluntary. The proposed PRO Act will
                                                                     codify an expanded joint employer standard. The so called ‘‘ABC
                                                                     test’’ in the PRO Act could potentially classify franchisees as em-
                                                                     ployees of their brand instead of small businesses, which in reality
                                                                     they are. Both provisions would ultimately lead to fewer franchise
                                                                     establishments in the marketplace. Such proposals that interfere
                                                                     with the existing franchisor-franchisee relationship run the risk of
                                                                     raising consumer prices even further.
                                                                        Thank you.
                                                                        [The prepared statement of Dr. Yelowitz follows:]




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                                                                          Chairman CARDIN. Thank you very much for your testimony.
                                                                          Leanne Stapf.

                                                                      STATEMENT OF LEANNE STAPF, CHIEF OPERATING OFFICER,
                                                                            THE CLEANING AUTHORITY, COLUMBIA, MD
                                                                        Ms. STAPF. Chairman Cardin, Ranking Member Paul, and distin-
                                                                     guished members of the Committee, my name is Leanne Stapf, and
                                                                     I serve as Chief Operating Officer and franchise owner of The
                                                                     Cleaning Authority, and I live in Columbia, Maryland. Thank you
                                                                     so much for this invitation. I am really jazzed to be here.
                                                                        I am both a franchisor and a franchisee, and I appear before you
                                                                     today on behalf of the International Franchise Association. In our
                                                                     view, at this stage of the economic recovery, the state of franchising
                                                                     has never been stronger. While our businesses need more workers,
                                                                     today franchisee satisfaction has never been higher. According to
                                                                     Franchise Business Review, 88 percent of franchise owners say
                                                                     they enjoy operating their business. Franchises have led the eco-
                                                                     nomic recovery with the highest growth rate since we have been
                                                                     tracking the data, reaching nearly 775,000 total franchise estab-
                                                                     lishments in 2021 and achieving an astounding 16.3 percent
                                                                     growth in output.
                                                                        Mr. Chairman, franchising remains the ultimate hybrid business
                                                                     model between standalone small businesses and big corporations,
                                                                     and this model continues to empower people from all backgrounds
                                                                     to achieve their dream of business ownership more than any other
                                                                     format in America. I have seen firsthand how franchising can
                                                                     change lives and change communities. Franchising democratizes
                                                                     business ownership for people of all backgrounds. To be clear, I
                                                                     would not own a business if it were not for franchising, and accord-
                                                                     ing to recent research by Oxford Economics, 32 percent of all fran-
                                                                     chise owners report they would not own a business if they were not
                                                                     a franchisee. This proportion is even greater among both female
                                                                     owners and owners for whom a franchise was their first business.
                                                                     Franchising also boasts a higher ownership rate by people of color
                                                                     than among non-franchise businesses.
                                                                        There are just so many of us that have that entrepreneurial spir-
                                                                     it but do not necessarily have the expertise to really be efficient at
                                                                     all aspects of running the business, and the franchise offers us
                                                                     that. That structure, that framework, that is going to save us mas-
                                                                     sive amounts of time, money, and frustration.
                                                                        I came into franchising after starting my career in computer pro-
                                                                     gramming. I was looking for the next step in my career and ready
                                                                     for a lifestyle change that allowed me to be with my family more,
                                                                     and I found a job description matching my technical expertise that
                                                                     came up for The Cleaning Authority, and soon after I was hooked.
                                                                        I am so proud of what The Cleaning Authority has accomplished
                                                                     for more than 200 communities we operate in. Through our TCA
                                                                     Cares—this was a program designed by franchise owners and fa-
                                                                     cilitated by the franchisor—we have had 12 food drives, collecting
                                                                     over 1 million pounds of food equal to 894,000 meals to over 600
                                                                     food banks within our communities. Last year, our first coat and
                                                                     outerwear drive, we saw almost 10,000 articles of clothing donated.
                                                                     We also award ten $1,000 scholarships each year to employees and




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                                                                     their dependents of The Cleaning Authority to align with our mis-
                                                                     sion to positively impact the quality of life of the people we employ.
                                                                        But our story is not unique. The Oxford Economics research ref-
                                                                     erenced in the testimony showed that some 65 percent of franchise
                                                                     owners gave to local charities and they donated a total of $1.5 bil-
                                                                     lion to charities last year. In addition, franchise owners purchase
                                                                     significant percentage of their inputs from local suppliers, thus con-
                                                                     tributing to their local economies through their supply chains.
                                                                     Without franchise small businesses, if franchises were replaced by
                                                                     big corporations on Main Street, all of this community investment
                                                                     goes away.
                                                                        Chairman Cardin, thank you so much for holding today’s hear-
                                                                     ing. I want to close by noting that IFA is very supportive of SBA
                                                                     loan programs. These loan programs are essential to giving oppor-
                                                                     tunity to those who may not have access to capital. IFA is also very
                                                                     supportive of the FTC Franchise Rule, which provides the guide-
                                                                     lines for the disclosure of the majority of data franchise brands pro-
                                                                     vide to empower franchise owners.
                                                                        And finally, you might have heard an old saying: If you want to
                                                                     go fast, go alone. If you want to go far, go together.
                                                                        So I believe America needs to go far, and I believe we need to
                                                                     go together. And I believe we can do it by keeping franchising alive
                                                                     and well.
                                                                        We hope Senators will continue to support the franchise busi-
                                                                     nesses in the State, and I would be happy to answer any questions
                                                                     you may have. Thank you.
                                                                        [The prepared statement of Ms. Stapf follows:]




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                                                                      Chairman CARDIN. Well, thank you very much for your testi-
                                                                     mony.
                                                                      Mr. Tipton.

                                                                                 STATEMENT OF BRYAN TIPTON, OWNER, TIPTON
                                                                                      INVESTMENTS, NICHOLASVILLE, KY
                                                                        Mr. TIPTON. Chairman Cardin, Ranking Member Paul, and mem-
                                                                     bers of the Committee, I would like to thank you for having me
                                                                     here today for this hearing. My name is Bryan Tipton, and I have
                                                                     been in the restaurant and bar business my entire adult life. I am
                                                                     now a proud fast food franchisee and I have been for many years.
                                                                     I hope that my experience can be of benefit to this meeting today.
                                                                        I would like to start by saying that when I pursued a franchise
                                                                     I knew that before I ever opened the door of a restaurant that I
                                                                     would have in my particular brand at least 50 years of experience
                                                                     at my fingertips. As it turned out, I was right. I also knew that I
                                                                     would have buying power and support that I would have never had
                                                                     on my own. And as a group, we can advertise and promote our
                                                                     company in ways otherwise unimaginable.
                                                                        Even before the pandemic, the restaurant business has been a
                                                                     very tough business. Everyone knows that lately it has been even
                                                                     tougher since the pandemic. It is a retail business that in most
                                                                     cases is over 16 hours a day with strict regulations, health codes
                                                                     from every health department and city and county in America. As
                                                                     a franchisee of a large restaurant group, I can tell you there is al-
                                                                     ready a lot of oversight, paperwork, reporting, et cetera, required
                                                                     to the franchisor, and my process with my franchisor was ex-
                                                                     tremely transparent.
                                                                        The legislation discussed today seems to be addressing a problem
                                                                     that does not exist. I just cannot imagine adding more red tape to
                                                                     it and with government regulations and oversight. It would only
                                                                     add to the cost of franchising at a time when franchising is helping
                                                                     navigate an already difficult business environment. I just do not
                                                                     see the need.
                                                                        I would also like to mention that in the beginning of the pan-
                                                                     demic there was a lot of uncertainty. Many, if not all, business
                                                                     owners were very scared and unaware of the future, especially res-
                                                                     taurant businesses. A lot of restaurant owners took PPP assistance,
                                                                     but I think now we are seeing terrible consequences of this pro-
                                                                     gram and a lot of other government giveaways, and now what we
                                                                     thought would help is hurting us in a big way. I did not take a sec-
                                                                     ond PPP or a Restaurant Revitalization Grant, and if I had it to
                                                                     do over again, I would not have taken PPP.
                                                                        Because of these programs, there are record levels of inflation
                                                                     and the biggest labor problem in my career. Industrywide, in al-
                                                                     most everywhere in this country, they have seen the same prob-
                                                                     lems since the beginning of the pandemic—unemployment due to
                                                                     stimulus. There have been good intentions, but I certainly do not
                                                                     think that more government intervention is going to fix it now.
                                                                        Restaurants have been resilient, and if they are not making it
                                                                     now, there is likely other reasons for it. Additional grant funding
                                                                     or government-backed loans will only further the inflation problem.
                                                                     The government needs to get out of the way of business owners.




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                                                                        At the same time, the taxpayers taking on risky business loans
                                                                     is not an answer either. Most small business owners’ needs, includ-
                                                                     ing my own, can be met in the private lending market. More red
                                                                     tape to navigate, on the other hand, is the last thing that my busi-
                                                                     ness or any other small business needs right now.
                                                                        Thank you.
                                                                        [The prepared statement of Mr. Tipton follows:]




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                                                                                                                         55

                                                                        Senator PAUL [presiding]. Thank you all on the panel for your
                                                                     testimony.
                                                                        Professor Yelowitz, President Biden and others have argued that
                                                                     corporate greed causes inflation. Biden quotes 17 economists to also
                                                                     argue that Build Back Better, a couple trillion dollars’ worth of def-
                                                                     icit spending, will reduce inflation. Speaker Pelosi recently blames
                                                                     inflation on low unemployment. I was wondering if you could give
                                                                     us a little review, a little Economics 101, on what actually causes
                                                                     inflation.
                                                                        Dr. YELOWITZ. Well, I am not a macroeconomist, so I will say
                                                                     that off the bat. But basically, when supply and demand are out
                                                                     of whack, then prices will adjust. And in the labor market, for ex-
                                                                     ample, we see a worker shortage, wages are rising, businesses are
                                                                     competing for workers, yet not being able to get them even without,
                                                                     for example, higher minimum wages. And so in a sense, prices ad-
                                                                     just. They are a market signal that basically says something about
                                                                     scarcity, and that is likely what is going on now. We just have all
                                                                     sorts of interruptions in the economy, and that probably is what is
                                                                     causing the higher prices that we are seeing.
                                                                        Senator PAUL. Do you think deficit spending, increasing deficit
                                                                     spending, makes inflation less or more?
                                                                        Dr. YELOWITZ. It certainly would increase it.
                                                                        Senator PAUL. Mr. Tipton, we have been talking some about
                                                                     business loans, government involvement, but there are many other
                                                                     factors of life and what government either does to you, for you, or
                                                                     against you that affects how your business—how well your busi-
                                                                     ness succeeds. In 2017, we passed a tax reduction, letting business
                                                                     owners keep more of what they earned. Did you see any effect in
                                                                     your business? Did the tax rates allow you to expand any in your
                                                                     business?
                                                                        Mr. TIPTON. Yes. Obviously, when there is more going in the
                                                                     pocket of the business owner, they have more capital to grow and
                                                                     spend. In my company, we enjoyed that benefit then.
                                                                        Senator PAUL. I have no further questions. I thought somebody
                                                                     just came in, but, no. We will wait for one moment, and the Chair-
                                                                     man will be back, and we will have some more questions in just
                                                                     a moment.
                                                                        [Pause.]
                                                                        Senator PAUL. While we are waiting, I do have another question
                                                                     for Mr. Tipton. Your experience as a franchisee and dealing with
                                                                     a franchise, you know, with a parent company—do you see it in
                                                                     your experience as being adversarial, or do you see that your inter-
                                                                     ests are aligned between the franchisee and the franchisor, or do
                                                                     you see it as a relationship that works or a relationship that needs
                                                                     the government to be involved in a bigger way?
                                                                        Mr. TIPTON. Well, certainly do not need the government involved.
                                                                     My process with my franchisor was very transparent, and the rela-
                                                                     tionship is very good. It was good then, and it is good now and al-
                                                                     ways has been. I have been through the process with more than
                                                                     one national brand, and it was the same. It was very good, very
                                                                     transparent. As a matter of fact, both were so transparent that
                                                                     there was a lot, a lot of information, a lot, a lot to take in. Nothing
                                                                     was left out.




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                                                                        Senator PAUL. So I guess you get the benefits of the name of the
                                                                     restaurant chain that drives customers in. You get benefits of
                                                                     cheaper cost of goods. I guess you get food and supplies for the res-
                                                                     taurants come through a purchasing agreement with the parent
                                                                     company. Is there also availability of credit through the company
                                                                     as well as far as borrowing?
                                                                        Mr. TIPTON. I am not sure. I have never used the company for
                                                                     financing. I have always—that has always been done in private
                                                                     banking industry. And if—in my opinion, if you are doing the right
                                                                     stuff, that is not going to a problem.
                                                                        Senator PAUL. So you did not utilize small business loans in
                                                                     starting yours? You utilized just the private banks and banking
                                                                     system?
                                                                        Mr. TIPTON. No. And I do not understand why—I do not under-
                                                                     stand why you would. If you are doing the right thing, the private
                                                                     banking industry is going to be there.
                                                                        Senator PAUL. Well, the difference also is that there is a feedback
                                                                     loop. If you borrow from government and government puts out a
                                                                     thousand bad loans, who is going to replace the people in govern-
                                                                     ment and say they are not doing a good job?
                                                                        If you live in Richmond, Kentucky, and your bank does a thou-
                                                                     sand bad loans, my guess is that way before you get to a thousand
                                                                     somebody loses their job or the bank goes out of business or you
                                                                     have to have, you know, some sort of feedback loop.
                                                                        And this is essentially the difference between government and
                                                                     private sector and one reason why many of us will argue that the
                                                                     private sector, unless it absolutely is not working, that we should
                                                                     really try to do almost everything within the private sector because
                                                                     you have that feedback loop that breeds excellence, and that is ba-
                                                                     sically the profit motive.
                                                                        Mr. TIPTON. I would also say that if you cannot get financing
                                                                     through the private sector and you need to go to SBA, then you are
                                                                     not—obviously, you are not doing something right anyway.
                                                                        Senator PAUL. Thank you.
                                                                        Senator Ernst.
                                                                        Senator ERNST. Thank you, Mr. Chair, and thanks for the wit-
                                                                     nesses for coming in front of us today for this hearing.
                                                                        The franchising model system has provided so many with the op-
                                                                     portunity to independently run a small business. We see this all
                                                                     across Iowa, and as part of my 99-county tour, I have heard from
                                                                     many of those franchise owners throughout my State. These fran-
                                                                     chising opportunities are providing entrepreneurs with a proven
                                                                     business model, a recognizable brand that offers a built-in cus-
                                                                     tomer base, and the potential for fast growth.
                                                                        In Iowa, franchises contribute $4.1 billion to the economy and
                                                                     over 95,400 jobs. These small businesses, like all other small busi-
                                                                     nesses throughout the country, are vital to the economy. That is
                                                                     why I am so excited to have the opportunity today to discuss the
                                                                     role that the SBA, the Small Business Administration, plays in
                                                                     small business franchising as a whole.
                                                                        So if we could start with you, Dr. Yelowitz, I appreciate you com-
                                                                     ing in today to discuss these small business franchises. In your tes-
                                                                     timony, you had mentioned that SBA loans were a strong contrib-
                                                                     utor to job growth by providing access to capital for our small busi-




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                                                                     nesses. How can SBA lending programs be better utilized for job
                                                                     creation and wage growth, especially in the areas like mine, our
                                                                     very rural areas?
                                                                        Dr. YELOWITZ. Basically, SBA loans, the studies that I have re-
                                                                     viewed show that there is some job growth from those loans. On
                                                                     average, around 3 to 3.5 jobs are created per million dollars of loan.
                                                                     Those studies do not distinguish between franchises versus inde-
                                                                     pendent businesses, and so probably my biggest take would be to
                                                                     not single out franchises for any different kind of regulation than
                                                                     for any other sort of business.
                                                                        Senator ERNST. No, thank you. We just know how important it
                                                                     is to have access to those loans and certainly to promote job cre-
                                                                     ation and wage growth.
                                                                        Now in your testimony, you also mentioned protecting the Pro-
                                                                     tecting the Right to Organize Act or the PRO Act, which would cod-
                                                                     ify into law an expanded joint employer standard, where fran-
                                                                     chisers can be held responsible for actions taken by their
                                                                     franchisees. You say that this would essentially eliminate the en-
                                                                     tire concept of franchising as a business model. Can you talk about
                                                                     the effects that that the joint employer standard would have on
                                                                     small businesses and our consumers as well?
                                                                        Dr. YELOWITZ. The PRO Act has several provisions in it, the joint
                                                                     employer standard and the so-called ‘‘ABC test,’’ which will raise
                                                                     the cost of doing business in terms of the franchisor-franchisee re-
                                                                     lationship. If it increases costs, then what will likely happen is that
                                                                     there will be fewer franchises out there. That, in turn, will lead to
                                                                     less competition. And as we know, less competition will lead to
                                                                     price increases in an economy where we already have as high of in-
                                                                     flation as we have seen in 40 years.
                                                                        Senator ERNST. Right. Yes, thank you so much. I know it is ex-
                                                                     tremely concerning to so many across the State of Iowa and I am
                                                                     sure in many other areas as well.
                                                                        And, Mr. Tipton, thanks again for appearing in front of us. In
                                                                     your testimony, you had mentioned how record levels of inflation
                                                                     caused by Federal spending is impacting small business supply
                                                                     chains. Inflation has created a hidden value-added tax on pro-
                                                                     ducers, and the Producer Price Index reached 10 percent over the
                                                                     last year this month. And can you talk a little more about the im-
                                                                     pact that inflation has had on producers and what that means for
                                                                     prices facing our consumers?
                                                                        Mr. TIPTON. Well, it has affected every part of the business,
                                                                     every part of the supply chain. In my brand, we have seen in-
                                                                     creases on every single part of the company, from all supplies, ev-
                                                                     erything from fuel cost, extras, you name it. Across the board,
                                                                     there has been increases in everything. And that has led to across-
                                                                     the-board price increases from the brand to the consumer, which
                                                                     we have already implemented one price increase just a few weeks
                                                                     ago and will likely see more at this rate.
                                                                        Senator ERNST. Yes, I would agree. Now for all of our witnesses
                                                                     as well, with the cost of doing business for our small businesses
                                                                     and our franchisees, do you see this as being transitory? And if it
                                                                     is not transitory, at what point do we ever bring those costs back
                                                                     down, and how does that happen?




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                                                                        Mr. TIPTON. Well, I do not know if I know the answer to that,
                                                                     but I do know that usually, as we all know, when prices go up, a
                                                                     lot of times they do not come down. And I am a little fearful of that
                                                                     because the inflation numbers that we have seen have taken a lot
                                                                     of profit out. You know, we tried to eat a lot of this to stay competi-
                                                                     tive. A lot of fast foods brands were trying to do that, but it was
                                                                     just too much. Still had to raise prices. And we are still—you know,
                                                                     profit margins are far less today than they were this same time
                                                                     last year.
                                                                        Senator ERNST. Thank you. Any other panelists?
                                                                        Mr. EMERSON. Yes, I would like to say I think the costs are tran-
                                                                     sitory. I mean, things go up; things go down.
                                                                        And I think that some of the concerns about the PRO Act are
                                                                     overstated. I think that a lot of the issues arising out of a concern
                                                                     about the gig economy are justified, and there are questions of how
                                                                     it would actually be implemented to try and accommodate the fact
                                                                     that we are in a much different era than we were even 10 or 20
                                                                     years ago. But to reflexively, in effect, say this is going to kill fran-
                                                                     chising is, I think, overblown.
                                                                        I believe that a lot of the concern has been generated by, of
                                                                     course, what is going on in one or two states and one or two provi-
                                                                     sions, or at least suggested provisions, which may need to be
                                                                     tweaked. But to not recognize that the economy is not the same
                                                                     and that franchisees are, in some systems—or would-be
                                                                     franchisees, depending on how you classify them—are in a different
                                                                     position than sort of the old fashioned standard. So whether you
                                                                     call them an employee—or in one of my articles I talk about them
                                                                     as dependent contractors, not independent contractors—can vary.
                                                                        A lot of the issue really for the systems on a macro level, I think,
                                                                     is that some franchise systems are doing very well, their
                                                                     franchisees are doing well because of that and they justifiably, as
                                                                     Mr. Tipton clearly is, are proud to be and happy to be in a system,
                                                                     but I am concerned that the ones that are not doing that well are
                                                                     actually sort of a drag on franchising generally. I mean, that is
                                                                     what led to the first real legislation in America, in California and
                                                                     other states, was the history of problems in the 1960s, early 1970s,
                                                                     with people that were basically churning franchises. And I am not
                                                                     saying that is happening in most systems, but clearly what Senator
                                                                     Cortez Masto was referring to in some franchise network systems
                                                                     was such a thing.
                                                                        So I do not see how the proposed bills really would necessarily
                                                                     have a dramatic impact on a cost. I think a lot of the work that
                                                                     is being done to furnish data is already cooked into the system and
                                                                     it is just a question of doing it more effectively. It is not so much
                                                                     there is too much information. There is a lot of information. But
                                                                     it is just that the accessibility of it is not that easily available.
                                                                        And that is why I use the metaphor of a fire hydrant or some-
                                                                     thing just spewing out all this information, but it is not really that
                                                                     well organized. And a lot of prospective franchisees throw their
                                                                     hands and say, well, I think I feel comfortable. And it really should
                                                                     not be like that. They should have better access to the information.
                                                                        And as I understand it, a lot of franchisors are in favor of that.
                                                                     They do not have a problem with that information——




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                                                                       Senator ERNST. Thank you. I want to offer the opportunity to
                                                                     other panelists as well. Thank you.
                                                                       Mr. EMERSON. Yes, I understand. Thank you.
                                                                       Senator ERNST. Yes, please.
                                                                       Dr. YELOWITZ. One thing that I think will be important to em-
                                                                     phasize is that you spoke about some of the provisions from the
                                                                     PRO Act, which is quite a bit different than information disclosure.
                                                                     And what I would point out about information disclosure is there
                                                                     are thousands of brands out there that compete with each other in
                                                                     terms of providing information, and those that are providing trans-
                                                                     parent products will find more takers. So I think the market as a
                                                                     whole, the private market, will in a sense solve many of these
                                                                     issues.
                                                                       And there might be stories about one of two brands, but there
                                                                     are thousands of brands out there. And remembering that this reg-
                                                                     ulation does not only affect the one or two brands, or several
                                                                     brands, where there are these stories, but all brands is something
                                                                     really important to consider.
                                                                       And again, your question about joint employer, about the ABC
                                                                     test, those sorts of things, feels quite a bit different than the infor-
                                                                     mation disclosures.
                                                                       Senator ERNST. Very good. Thank you.
                                                                       Well, I will yield back my time. Thank you very much. Thank
                                                                     you, Mr. Chair.
                                                                       Chairman CARDIN [presiding]. Thank you. As I hope was ex-
                                                                     plained, there are votes that are going on. So I went over to cast
                                                                     my vote. I am sorry I missed some of your comments. There will
                                                                     be a second vote on in about 20 or 25 minutes from now, but we
                                                                     are going to try to continue the hearing.
                                                                       I just really want to respond briefly to some of the comments
                                                                     that have been made in regards to inflation, cost, and small busi-
                                                                     nesses. Ms. Stapf, I appreciate your acknowledgment in your writ-
                                                                     ten testimony as to the importance of the PPP program to keep
                                                                     businesses afloat. The PPP program was created by bipartisan
                                                                     leadership in the U.S. Congress. I was proud the role that the
                                                                     Small Business Committee played, working with Senator Rubio,
                                                                     Senator Collins, Senator Shaheen, and myself in drafting the Pay-
                                                                     check Protection Program.
                                                                       And then in the American Rescue Plan, we fine-tuned it so that
                                                                     we could really tailor it to the small businesses that needed it the
                                                                     most. And the statistics from 2021 indicate that we were able to
                                                                     get to the smaller small businesses, to those in underserved com-
                                                                     munities, that we were able to get to those that were so desperate.
                                                                       And your observations are similar to the observations that I have
                                                                     received in going through my small business community. On Small
                                                                     Business Saturday, I was in Annapolis visiting small business own-
                                                                     ers who told me, literally, they would not be open today but for the
                                                                     help they got in regards to the small business aid programs as a
                                                                     result of the Coronavirus packages.
                                                                       So I just want to dispel the concept that what we did to help
                                                                     small businesses and keep them alive, keep our economy moving,
                                                                     prevent from going into a deep recession is not why we have high
                                                                     prices today. High prices are a result of many factors, including a
                                                                     supply chain challenge in which one of our colleagues, Senator




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                                                                     Cantwell, has worked on legislation to innovate and manufacture
                                                                     here in America, that we are going to be going to conference as a
                                                                     bipartisan bill to try to deal with supply chain issues, that will deal
                                                                     with some of our challenges on cost as well as some of our work-
                                                                     force challenges, for example, the cost of childcare, keeping too
                                                                     many women particularly out of the workplace.
                                                                        So we have a game plan to deal with the cost centers, but I just
                                                                     really do not want to blame the help that we have given to small
                                                                     businesses as anything other than helping our economy survive the
                                                                     greatest pandemic in a hundred years. And I am proud of the work
                                                                     that we did, near unanimous. We had a few members of the Senate
                                                                     who disagreed with the program, but by and large, this has been
                                                                     a collective effort in order to keep our economy moving during the
                                                                     Coronavirus.
                                                                        So I want to get back to the franchise issue because I do think
                                                                     the franchise model is a critically important model for our economy,
                                                                     and I recognize that. I have recognized it from the beginning. But
                                                                     it does have certain vulnerabilities because of, in cases, the con-
                                                                     tractual relationship between the franchisor and the franchisee.
                                                                        So if I might, Professor Emerson, start with your view, you said
                                                                     favorable things about the need for certain congressional action in
                                                                     order to deal with making information available to potential
                                                                     franchisees. Could you elaborate as to where you think the greatest
                                                                     priority should be placed in providing information to a franchisee?
                                                                     We know that the legislation deals with financial information and
                                                                     failures, et cetera, but where do you think there is need for more
                                                                     definitive regulation?
                                                                        [No audible response.]
                                                                        Chairman CARDIN. You are on mute, I think, Professor. We still
                                                                     cannot hear you.
                                                                        Mr. EMERSON. Okay.
                                                                        Chairman CARDIN. We hear you now.
                                                                        Mr. EMERSON. I am unmuted now?
                                                                        Chairman CARDIN. Yes, you are Okay.
                                                                        Mr. EMERSON. I knew that would happen. Now I think that the
                                                                     biggest problem, as I have said, really is there is a lot of informa-
                                                                     tion out there. And a lot of it—I think if franchisees, prospective
                                                                     franchisees, put in the time they can get better information. But
                                                                     the ability to compare to other franchises that they may be looking
                                                                     at, to cross into other industries and look at them, to kind of evalu-
                                                                     ate their costs, not being franchised but otherwise investing in
                                                                     some other opportunity, is very difficult for them to do because of
                                                                     the way that the data is just sort of presented.
                                                                        And I think in time this will probably become easier for people
                                                                     to handle, but anything that can be done by the FTC, the IFA, the
                                                                     SBA or others, or could be facilitated by an act of Congress to make
                                                                     that data available would be very useful. I think that that is one
                                                                     reason I think S. 1120 could be so helpful is what it might provide
                                                                     in terms of the ability to give that more data to prospective
                                                                     franchisees.
                                                                        A lot of the things I outlined in my written statement are more
                                                                     problems substantively, I think, in terms of some of the things in
                                                                     a franchise agreement or the procedures for dealing with them.
                                                                     And anything at the FTC level or the SBA level that could give




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                                                                     more information to franchisees about what it is they are dealing
                                                                     with would be good. But for now, I do not think Congress has real-
                                                                     ly shown that much inclination going into substantive mode. If
                                                                     Congress wanted an act on franchising, that would be entirely a
                                                                     different matter.
                                                                        Chairman CARDIN. Thank you.
                                                                        Ms. Stapf, you can give us a unique perspective, both as a
                                                                     franchisor and a franchisee. So tell us what information is the most
                                                                     useful to have available to a potential franchisee in deciding
                                                                     whether to move forward with the business opportunity?
                                                                        Ms. STAPF. Yes, thanks. Yes, outside of the leadership and the
                                                                     history of the brand, I think the Item 19 is obviously very impor-
                                                                     tant for prospective franchise owners. I also believe that Item 19
                                                                     is the next best place to start because that will allow a prospective
                                                                     franchise owner to see the health of the brand, openings and clo-
                                                                     sures, and then be able to have full access to all of the other fran-
                                                                     chise owners and then can conduct their due diligence. So those are
                                                                     the two areas of the FDD.
                                                                        Chairman CARDIN. So let me turn to how the SBA can be helpful
                                                                     to a franchisee. In what areas do you think the SBA could improve
                                                                     its ability to help franchisees in making decisions on franchise
                                                                     agreements or to be able to operate as a franchisee?
                                                                        Ms. STAPF. Yes, so I think that the SBA directory might be a
                                                                     good place to start. So this was in conjunction with the IFA was
                                                                     formed, and it set criteria with the SBA. And one way that we
                                                                     could make—one thing that we can look at is maybe expanding
                                                                     that criteria.
                                                                        Chairman CARDIN. And in regards to the financial tools that are
                                                                     available through the SBA, from the numbers we are looking at,
                                                                     it looks like there is a pretty active use by franchises of the tools
                                                                     at the SBA for financing. Do you have any suggestions as to where
                                                                     you think the priorities should be?
                                                                        We have the 7(a) program, obviously. We have the smaller pro-
                                                                     grams such as the microloan programs. We have the 504 program
                                                                     and refinancing. Is there a particular challenge that you see in any
                                                                     of those tools that we could fine-tune to help franchise owners?
                                                                        Ms. STAPF. Well, I am honored that you would ask that. So just
                                                                     in my personal experience, traditionally a lot of our franchise own-
                                                                     ers use the express loan, and that has been just a bit of a challenge
                                                                     from a time perspective. I do not know if it is a backlog from PPP
                                                                     loans or what have you or the fact that we are a low-dollar loan
                                                                     because we do not have assets. We are a service brand. But we find
                                                                     that it is taking a considerable amount of time before our franchise
                                                                     owners get funded for their express loans.
                                                                        Chairman CARDIN. We do find a general problem in regards to
                                                                     the loan programs at the SBA, that those that are smaller in dollar
                                                                     amount generally are not the priority of private financial institu-
                                                                     tions. They like larger loans, generally. They can do one loan rath-
                                                                     er than have to do three for the same number of dollars. They
                                                                     would rather just do one loan. So we do find a challenge in regards
                                                                     to the smaller amounts of loans, for the smaller numbers.
                                                                        I take it that in the franchise world you have large franchisees
                                                                     and you have small franchisees. So you have different ones that
                                                                     qualify for the SBA programs. That is one of the reasons why there




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                                                                     is under consideration today the direct lending program by the
                                                                     SBA so that there would be no disadvantaged on the size of the
                                                                     loan that is being requested under the 7(a) program. There is also
                                                                     proposals to deal with the cost of the 7(a) loans, recognizing that
                                                                     for smaller companies that cost issue can become an obstacle for
                                                                     getting a loan.
                                                                        Your observations seems to indicate that the smaller the loan it
                                                                     can be more challenging to get the attention of a private bank?
                                                                        Ms. STAPF. Certainly, that is my observation. You know, I do not
                                                                     have obviously the proof of that, but I do feel that our loans are
                                                                     just taking an enormous amount of time where other more asset-
                                                                     heavy franchise systems are getting their loans quicker. So that
                                                                     would be great for us.
                                                                        Chairman CARDIN. I would be glad to hear from any of the other
                                                                     panelists if you want to make some additional comments. We have
                                                                     the time. So, Mr. Tipton, do you want to add anything to the dis-
                                                                     cussion.
                                                                        Mr. TIPTON. Just off of what she just said, I do not know. I do
                                                                     not have the numbers or anything either, but maybe the loans may
                                                                     take longer because of the fact that they are no-asset loans. Maybe
                                                                     the due diligence in that is different. I do not know.
                                                                        Chairman CARDIN. Professor Yelowitz, in regards to franchise
                                                                     businesses, are there particular challenges that you find in regards
                                                                     to the SBA tools that are available?
                                                                        Dr. YELOWITZ. I think that Ms. Stapf and Mr. Tipton, being busi-
                                                                     ness owners themselves, probably are more expert on that. So I do
                                                                     not think that that is my wheelhouse.
                                                                        Chairman CARDIN. Okay. Professor Emerson?
                                                                        Mr. EMERSON. I would tend to agree with Professor Yelowitz.
                                                                        The only thing I would add is my concern—and I cannot verify
                                                                     this—is information that is privy to the SBA in terms of the guar-
                                                                     antee function, or lenders, but not available to the franchisee, the
                                                                     prospective franchisee itself, in terms of arranging for the loan to
                                                                     be approved. And that strikes me as, at least from an angle of eq-
                                                                     uity, problematic. And there is at least people that think that that
                                                                     is a problem, certainly when you look at what Senator Cortez
                                                                     Masto’s office filed. The information at least that franchisors are
                                                                     imparting information to help sales prospects get a loan but not
                                                                     providing that information to the franchisees, under some cloak of
                                                                     confidentiality, would be very troubling to me.
                                                                        Chairman CARDIN. That is an important point. You know, that
                                                                     is one of—we are going to be in conversations with the SBA on
                                                                     some of these issues and try to work with them. I think much of
                                                                     this can be done administratively, as has been pointed out. So we
                                                                     will be working directly with the SBA to see whether we cannot
                                                                     deal with some of these issues through their practices.
                                                                        And I agree with Professor Emerson. There is a lot of informa-
                                                                     tion out there, but if you are just starting a franchise business, you
                                                                     do not have deep pockets. You do not have a lot of people on payroll
                                                                     to be able to delve through all this information. It has got to be
                                                                     made available in a useful way.
                                                                        And it is hard enough now to get through all of the requirements
                                                                     to get the loans and everything together to start a business. You
                                                                     do not have the resources to try to wade through all this informa-




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                                                                     tion and go through all this challenge in order to be able to move
                                                                     forward. We have to find an easier way to get this information
                                                                     available to potential franchisees. So I think your point is very,
                                                                     very well taken.
                                                                        Mr. TIPTON. Chairman, I was just going to mention also, it was
                                                                     mentioned earlier about disclosure. Beyond—and in my experience
                                                                     with my franchisor, beyond all of the disclosure statements, we
                                                                     were encouraged to go talk to other franchisees all over, every-
                                                                     where, all over the country. So I just wanted to mention that, too,
                                                                     that that was a big benefit in my start.
                                                                        Chairman CARDIN. I think that is excellent advice. My experience
                                                                     is that, again, the successful franchise brands want that to take
                                                                     place. That is why they are successful. They want to make sure it
                                                                     is the right fit for the franchisee, and talking to other franchisees
                                                                     can be extremely helpful to know what you are getting into and
                                                                     make sure that is what you really want to do. So I think that is
                                                                     really good advice.
                                                                        And I am going to agree with many of the panelists that a lot
                                                                     of this is just common sense type information we have got to get
                                                                     out there to make a decision. It may already be out there. It is just
                                                                     hard to find, and we need to facilitate.
                                                                        One of the things I have learned about the SBA and where it is
                                                                     most valuable and the resource partners that work with small busi-
                                                                     nesses is that the more mentoring, the more technical help, the
                                                                     more connections that can be made through the SBA services, the
                                                                     more successful a young business is going to be. So any connections
                                                                     that we can make in that regard, including connecting with other
                                                                     franchisees before a potential franchisee makes a decision, is going
                                                                     to be helpful. So I appreciate that advice.
                                                                        Let me thank again all four of our witnesses. This has been ex-
                                                                     tremely helpful. We will be following up, and we may be contacting
                                                                     you to help us as we go through this field.
                                                                        The record will remain open for two weeks.
                                                                        And with that, the Committee will stand adjourned, with our
                                                                     thanks.
                                                                        [Whereupon, at 3:46 p.m., the Committee was adjourned.]




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                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00114   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     111




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 085 here 47361.085


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00115   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     112




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 086 here 47361.086


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00116   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     113




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 087 here 47361.087


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00117   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     114




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 088 here 47361.088


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00118   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     115




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 089 here 47361.089


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00119   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     116




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 090 here 47361.090


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00120   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     117




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 091 here 47361.091


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00121   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     118




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 092 here 47361.092


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00122   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     119




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 093 here 47361.093


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00123   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     120




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 094 here 47361.094


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00124   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     121




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 095 here 47361.095


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00125   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     122




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 096 here 47361.096


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00126   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     123




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 097 here 47361.097


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00127   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     124




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 098 here 47361.098


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00128   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     125




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 099 here 47361.099


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00129   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     126




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 100 here 47361.100


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00130   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     127




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 101 here 47361.101


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00131   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     128




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 102 here 47361.102


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00132   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     129




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 103 here 47361.103


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00133   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     130




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 104 here 47361.104


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00134   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     131




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 105 here 47361.105


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00135   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     132




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 106 here 47361.106


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00136   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     133




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 107 here 47361.107


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00137   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     134




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 108 here 47361.108


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00138   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     135




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 109 here 47361.109


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00139   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     136




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 110 here 47361.110


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00140   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     137




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 111 here 47361.111


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00141   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     138




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 112 here 47361.112


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00142   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     139




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 113 here 47361.113


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00143   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     140




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 114 here 47361.114


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00144   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     141




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 115 here 47361.115


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00145   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     142




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 116 here 47361.116


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00146   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     143




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 117 here 47361.117


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00147   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     144




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 118 here 47361.118


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00148   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     145




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 119 here 47361.119


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00149   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     146




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 120 here 47361.120


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00150   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     147




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 121 here 47361.121


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00151   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     148




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 122 here 47361.122


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00152   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     149




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 123 here 47361.123


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00153   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     150




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 124 here 47361.124


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00154   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     151




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 125 here 47361.125


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00155   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     152




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 126 here 47361.126


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00156   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     153




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 127 here 47361.127


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00157   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     154




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 128 here 47361.128


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00158   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     155




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 129 here 47361.129


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00159   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     156




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 130 here 47361.130


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00160   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     157




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 131 here 47361.131


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00161   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     158




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 132 here 47361.132


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00162   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     159




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 133 here 47361.133


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00163   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     160




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 134 here 47361.134


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00164   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     161




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 135 here 47361.135


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00165   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     162




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 136 here 47361.136


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00166   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     163




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 137 here 47361.137


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00167   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     164




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 138 here 47361.138


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00168   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     165




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 139 here 47361.139


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00169   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     166




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 140 here 47361.140


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00170   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     167




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 141 here 47361.141


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00171   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     168




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 142 here 47361.142


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00172   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     169




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 143 here 47361.143


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00173   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     170




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 144 here 47361.144


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00174   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     171




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 145 here 47361.145


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00175   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     172




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 146 here 47361.146


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00176   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     173




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 147 here 47361.147


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00177   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     174




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 148 here 47361.148


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00178   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     175




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 149 here 47361.149


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00179   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     176




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 150 here 47361.150


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00180   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     177




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 151 here 47361.151


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00181   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     178




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 152 here 47361.152


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00182   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     179




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 153 here 47361.153


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00183   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     180




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 154 here 47361.154


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00184   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     181




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 155 here 47361.155


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00185   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     182




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 156 here 47361.156


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00186   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     183




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 157 here 47361.157


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00187   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     184




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 158 here 47361.158


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00188   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     185




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 159 here 47361.159


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00189   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     186




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 160 here 47361.160


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00190   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     187




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 161 here 47361.161


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00191   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     188




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 162 here 47361.162


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00192   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     189




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 163 here 47361.163


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00193   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     190




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 164 here 47361.164


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00194   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     191




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 165 here 47361.165


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00195   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     192




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 166 here 47361.166


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00196   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     193




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 167 here 47361.167


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00197   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     194




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 168 here 47361.168


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00198   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     195




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 169 here 47361.169


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00199   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     196




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 170 here 47361.170


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00200   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     197




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 171 here 47361.171


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00201   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     198




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 172 here 47361.172


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00202   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     199




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 173 here 47361.173


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00203   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     200




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 174 here 47361.174


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00204   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     201




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 175 here 47361.175


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00205   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     202




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 176 here 47361.176


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00206   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     203




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 177 here 47361.177


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00207   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     204




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 178 here 47361.178


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00208   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     205




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 179 here 47361.179


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00209   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     206




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 180 here 47361.180


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00210   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     207




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 181 here 47361.181


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00211   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     208




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 182 here 47361.182


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00212   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     209




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 183 here 47361.183


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00213   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     210




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 184 here 47361.184


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00214   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     211




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 185 here 47361.185


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00215   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     212




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 186 here 47361.186


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00216   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     213




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 187 here 47361.187


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00217   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     214




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 188 here 47361.188


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00218   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     215




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 189 here 47361.189


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00219   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     216




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 190 here 47361.190


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00220   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     217




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 191 here 47361.191


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00221   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     218




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 192 here 47361.192


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00222   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     219




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 193 here 47361.193


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00223   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     220




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 194 here 47361.194


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00224   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     221




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 195 here 47361.195


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00225   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     222




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 196 here 47361.196


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00226   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     223




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 197 here 47361.197


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00227   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     224




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 198 here 47361.198


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00228   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     225




OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 199 here 47361.199


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00229   Fmt 6601   Sfmt 6601   C:\JANICE_WIP\SBE\47361\47361.TXT   47361
                                                                                                                     226




                                                                                                                         Æ



OPDS05-437224 with DISTILLER                                                                                                                                                     Insert offset folio 200 here 47361.200


                               VerDate Sep 11 2014   12:32 Jun 28, 2022   Jkt 045488   PO 00000   Frm 00230   Fmt 6601   Sfmt 6611   C:\JANICE_WIP\SBE\47361\47361.TXT   47361


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