Reporting about private companies - Chris Roush

Reporting about Private Companies Online Tutorial Donald W. Reynolds National Center for Business Journalism at Arizona State University Prepared by Chris Roush, director of the Carolina Business News Initiative, University of North Carolina at Chapel Hill [email_address]

What we’re going to learn
In this online tutorial, we’ll cover:
The differences and similarities between private and public companies.
Common information available for all private companies.
Where to find other information that may be useful when writing about private companies.
In addition, there will be a test at the end to review all of the material to gauge how well you learned private company information.

Public vs. private
Investors can go to the stock market and buy shares of public companies; private company stock isn’t traded daily.
All public companies file documents with the Securities and Exchange Commission; only a handful of private companies do.

Public vs. private
Other than that, there are more similarities than anything else.
Public and private companies both operate to make money.
Both have similar structures.

Public vs. private
Both public and private companies disclose information to regulators – either at the state or federal level.
Both types of companies have shareholders, although private companies typically don’t have as many.

Public vs. private
Both types of companies hold annual meetings and pay attention to what the interests of shareholders.
Both look to expand their business through new products, mergers and acquisitions, entering new territories and other means.
Both keep track of their operations using financial statements, balance sheets and cash flow statements.

Public vs. private
Public and private companies are also both large employers in most regional economies.
They are also often large players in the local economy in other ways – as owners of land, as enablers of other businesses and as corporate citizens who donate time and money to causes.

Public vs. private
Understanding that private companies operate much like public companies can help a reporter.
The same stories come up with both types of businesses.
Where you go to find information on public companies is often where you go when writing about private operations.

Public vs. private
Perhaps the biggest difference is size and scope.
There are about 9,000 public companies in the United States.
There are more than 25 million private companies.
Public companies tend to be larger and have more locations.

Public vs. private
When reporting about private companies, may have to think outside the box and look for different things.
But, private companies are vital to business news.
They account for half of the Gross Domestic Product, and more than 60 percent of new jobs in the past decade.

Review
Answer the following questions before going on to the next session.
Which way are public and private companies not different?
a. They have different structures;
They both have stock that trades on a market;
The same amount of public and private companies file information with the SEC;
All of the above.
The answer is A. Public and private companies have similar structures and similar managements.

Review
2. In which ways are public and private companies similar?
They both have shareholders;
They both try to make money;
They both are important players in an economy;
All of the above.
The answer is D. All of these are similarities between public and private companies.

Review
3. Which one of these statements is false?
Public companies and private companies are equal in numbers in the United States.
Private companies have accounted for a majority of the new jobs in the past decade.
Public companies typically have more locations than private companies.
Private companies total more than 25 million in the United States.
The answer is A. Private companies vastly outnumber public companies.

Common information
Basic places to look for information about private companies

Common information
Every private company must incorporate with the Secretary of State’s office where they are located.
Links to all 50 offices can be found here: http://nass.org/index.php?option=com_content&task=view&id=89&Itemid=337
An incorporation record is a basic document that discloses ownership, management and location.

Common information
Incorporation records can also tell you if the company has paid its annual fee.
If it hasn’t, that could be a sign of financial trouble.
These records are also good for contact info, such as phone numbers and addresses.

Common information
Incorporation records are also available for other types of business operations.
These include non-profit entities and limited liability corporations such as law firms, real estate trusts and limited partnerships.

Common information
Another place to look for information on private companies is regulatory, or licensing, boards.
These are state agencies that oversee specific industries.
They can run the gamut from acupuncturists to accountants.

Common information
These licensing boards will have information about specific companies.
That information can include fines, license suspensions or revocations, complaints, and license renewals.
Most of this information is not online.

Common information
(See bolded items for an example of a story from licensing board.)
By Eric Dexheimer AMERICAN-STATESMAN STAFF In the 15 years since he opened his one-man mobile locksmith business in the East Texas town of Livingston, James Moore has changed locks for city officials, repaired cylinders for constables and cut keys for police departments. When Kenneth Hammack was voted Polk County sheriff in 2004, Moore reset every lock for the department.
"He's about the only locksmith we have around these parts," says Hammack, a former Texas Ranger who says Moore did a fine job.
Thanks to a new Texas law that can dig deep into a person's past, however, state regulators are fighting to prevent Moore from working at the job he's been doing all his life — all because of a decade-old misdemeanor plea bargain.
Texas requires workers in jobs it considers security-related to be licensed by the Private Security Bureau , part of the state's Department of Public Safety. The agency regulates armed guards. But it also oversees less sensitive occupations, such as alarm system salespeople and guard dog trainers. A year and a half ago, legislators added locksmiths to the list.

Common information
Health records are important to many private businesses, such as restaurants and cafeterias.
The Loveland Daily Reporter Herald in Colorado, for example, lists restaurants and other health inspections each week.
Important business story with E coli and other bacteria breakouts in recent years.
Check with your county health agency.

Common information
There are other state regulators to look at as well, depending on the type of private company.
Insurance companies, for example, are regulated by state agencies.
http://www.naic.org/state_web_map.htm

Common information
Banks and savings & loans are regulated by both state and federal agencies.
They file state specific information with the state Banking Commissioner.
http://www.csbs.org/AM/Template.cfm?Section=State_Banking_Departments&Template=/CustomSource/Directory/State_Department.cfm .

Common information
At the federal level, regulators can give you information on private banks.
This info includes the amount of deposits in each branch, and market share for each county or MSA.
http://www3.fdic.gov/idasp// . This also includes financial performance.

Common information
County courthouses are also a great place to look for information on private companies.
First, check the lawsuits. Is the company a plaintiff or defendant in any cases?
Lawsuits will often have affidavits and exhibits that include background info on companies.
Can also include contracts and financial results of the company.

Common information
Also, check for divorces of executives of private companies.
These often include information such as the worth of the company and executive salaries, or how much they own of the business.
Divorces can also force private company to be sold.

Common information
County courthouses also include real estate transaction information.
Can also be found online at http://publicrecords.netronline.com/
Is the private company buying a bunch of land? Could be a sign of expansion.
Can also find out value of current land owned.

Common information
Another place to look for real estate-related information about private companies is the local zoning and planning department.
This will include development permits and bonds posted for construction.
Will also have plans for new buildings.

Common information
Courthouses can also give you records that could be valuable when writing about private companies.
Check vehicle registrations. Does company have a large fleet?
Check criminal records. Have executives been arrested?

Common information
Companies will also file fictitious name license if name of location is different than the name of the company.
Often happens in restaurant business where eatery is one name and company is another.
Business names must be filed with Register of Deeds office in the county where it does business.

Common information
Another court system to check for information about private companies is the bankruptcy courts.
This is federal court system, and not every city has one.
Companies that file for bankruptcy court protection must list all assets as well as everybody owed money.

Common information
Companies in bankruptcy court will also have to get approval of major spending.
Creditors of the company are great sources. Cultivate them.
Lawyers involved in the case – representing company and others – are also good sources.

Common information
Other court systems can also yield information on private companies.
Most states have a workers’ comp court system for injured workers.
Small claims court is for disputes of less than $5,000.

Common information
Don’t forget about the Securities and Exchange Commission.
Private companies that sell bonds may file information with the SEC.
Also, private companies with a certain number of shareholders and certain amount of assets must file documents with the SEC.

Common information
Private companies laying off or firing workers are required to disclose these moves 60 days in advance.
This is called a WARN Act filing, and is commonly filed with the state Department of Labor.
Some states have this info online, but many others don’t.

Common information
What qualifies?
A loss of 50 or more employees during any 30-day time period.
Or if the employees losing jobs are at least 33 percent of the workforce at that location.
Companies will try to avoid filing notice by getting around loophole.

Common information
Another common piece of information about private companies revolves around working conditions.
Inspections of workplaces, as well as reports from worker injuries or fatalities, are available for private companies.
http://www.osha.gov/oshstats/index.html .

Don’t waste your time
Many reporters ask about how to get a for-profit, private company’s tax returns.
Or, they want to get the tax return of the company’s CEO.
The IRS does not make them available.

Quick review
Answer the following questions before going on to the next session
What document is not available for a private company in a courthouse?
Real estate transaction;
Lawsuit;
Workplace inspection;
Divorce of executive.
The answer is C. Workplace inspections are available from the Occupational Safety and Health Administration.

Quick review
2. What type of real estate records are available for private companies?
The value of land purchased;
The appraised value of land owned;
Planning documents for new buildings;
All of the above.
The answer is D. All of these are available.

Quick review
3. At which of the following can you not find information about private companies?
The local courthouse;
The Internal Revenue Service;
The Securities and Exchange Commision;
The secretary of state’s office.
The answer is B. The IRS does not provide company tax returns.

More places to look
Once you’ve looked in all of these places for private company information, you can dig a little deeper if needed.
Many documents exist to find information on private companies.

More places to look
In addition to incorporation records, the Secretary of State also has other documents about companies.
One of the best is a Uniform Commercial Code, or UCC, filing. Beware: some states, including Calif., charge to download docs.
These disclose information about when a private company borrows money.

More places to look
A UCC document is filed when a company buys something or borrows money and puts up an asset as collateral.
A bank that loans money to a farmer to buy a tractor files a UCC showing that the tractor is collateral for the loan.

More places to look
If the farmer fails to repay the loan, the bank can use the UCC document to repossess the tractor.
UCC documents can show if a private company is borrowing a lot of money.
Could be a sign that it plans to expand, or is having financial problems.

More places to look
Although many private companies are technically “non-profits” as designated by the IRS, they do file financial information.
These can include hospitals, nursing homes, educational facilities such as universities and others.

More places to look
Reporters can obtain the Form 990 of most non-profit businesses from www.guidestar.com .
This document is required to be filed by organizations with more than $100,000 in annual receipts or more than $250,000 in total assets.

More places to look
Non-profit businesses have six months from the end of their fiscal year to file the Form 990.
The document includes income, expenses, assets, expenditures by program, names of officers and directors, salaries and other information.
Churches and other religious organizations are exempt.

More places to look
The Small Business Administration tracks millions of private companies in the United States.
These businesses register with the SBA to qualify for state and federal contract bidding.
Virtually every small business is private.

More places to look
There are lots of other federal agencies that have information on private companies.
http://www.business.gov/
Credit unions, which compete against banks in every town and city, file financial information with the National Credit Union Administration.
http://www.ncua.gov/ and then click on “Credit Union Data. Can get credit union financial statements.

More places to look
The Environmental Protection Agency regulates how much pollution private companies emit into the local area.
http://www.epa.gov has a nice search function by ZIP code that tells you EPA regulated businesses and what they have on site.

More places to look
http://d1.rtknet.org/tri/ is the Toxic Release Inventory database about releases and transfers of toxic chemicals from manufacturing plants. Last updated with 2007 data.
Private companies have to report their releases. Can be searched by geographic region as well as facility, parent company and industry.

More places to look
Private companies that do mining have to file information with a federal agency as well.
You can get records of accidents or deaths in their mines, as well as other information.
http://www.msha.gov/MSHAINFO/MSHAINF4.HTM

More places to look
The Consumer Product Safety Commission oversees a number of private companies and can order recalls of their products.
Among the industries it regulates that you may not realize are amusement parks and rides, household chemicals, cigarette lighters and power tools.
http://www.cpsc.gov .

More places to look
A regulatory agency that has a lot of information about private companies is the Patent and Trademark Office.
Can search databases by company name or by town/city to find latest applications.
Patent and trademark applications tell reporters a lot about what a business does – and where it might get future revenue.
http://patents.uspto.gov/

More places to look
Excerpt of story about new patent for video game controller:
“ Sony seems to be considering how they might advance motion sensitivity for gaming, possibly for the PS4 or beyond. The company recently filed a new patent on a single-handed, motion-sensitive device for use with a game console. This patent builds on top of an older patent that Sony holds for a device that appears to be a games console or computer that is built around motion-sensitivity.
“ Sony’s controller is designed to fit in the palm of the hand and work with the user’s fingers. As the user squeezes the device, the pressure applied on the controller’s sensors is detected generating commands for system or game interaction. The controller is designed to detect both the user’s hand movements as well as squeezing action. Based on the patent’s description, the controller could use Bluetooth technology as well as vibrational or tactile response.”

More places to look
The Equal Employment Opportunity Commission investigates charges against businesses for unfair employment or discrimination.
http://www.eeoc.gov .
“ Litigation” section on the left side of the page has link to monthly report of all actions taken.

More places to look
The National Association of State Utility Consumer Advocates have lots of information about private businesses such as phone, water, electricity and gas companies filing for rate changes.
http://www.nasuca.org/
Nice list of testimony and filings.

More places to look
The Food and Drug Administration regulates thousands of private companies.
Every company that sells food or drugs to consumers, as well as cosmetic companies, medical device makers and microwave and cell phone manufacturers.
Also includes pet food.
Can not get records of drugs before they are approved.
http://www.accessdata.fda.gov/news/

More places to look
If a private company’s employees are unionized, check with the National Labor Relations Board for information about violations or contract negotiations.
http://www.nlrb.gov/research/decisions/board_decisions/index.aspx is a list of recent decisions.
Local union officials might also be helpful.

More places to look
Writing a story about a local gun store in town?
The Bureau of Alcohol, Tobacco and Firearms maintains a database of approved gun dealers across the country.
If the local gun store is not on the list, the reporter has a great story.
http://www.atf.gov/firearms/index.htm

More places to look
The Federal Aviation Administration has information about airports that can be useful in writing a story about transportation or tourism.
It also has enforcement information against private companies such as airlines, pilots, mechanics and others in the industry.
http://www.faa.gov/data_statistics/

More places to look
Don’t forget about non-regulatory sources of information as well.
Customers, competitors, suppliers, former employees and executives all might be good sources when writing about private companies.

More places to look
Don’t forget to ask the private company themselves.
They might be willing to share some financial information, or give other details.

Test
Answer the following 10 questions about finding information when reporting on private companies.
When you have completed answering a question, click on continue, and the answer will show with an explanation.

Test Question No. 1
Which of these statements is false?
A.) Both public and private companies use financial statements.
B.) Both public and private companies try to make money.
C.) Both public and private companies hold annual meetings.
D.) Both public and private companies see their stock traded on the market.
The answer is D. Private companies don’t have their shares traded on a market.

Test Question No. 2
What information can you get from a private company’s filings with the Secretary of State’s office?
A.) The CEO’s age and date of birth.
B.) The revenue of the business.
C.) The address and phone number.
D.) The company’s profits.
The answer is C. Incorporation records include the company’s address and contact information.

Test Question No. 3
Why are Uniform Commercial Code documents filed with the Secretary of State’s office?
A.) So that lenders have a document that shows what was put up as collateral for the loan.
B.) So the private company that borrowed money can ask for more.
C.) So that reporters can find out how much money a company has borrowed.
D.) None of the above.
The answer is A, although I’m sure many reporters would like to think that the documents are filed to help them.

Test Question No. 4
When do private companies have to disclose layoffs or firings?
A.) When they are laying off more than 50 workers.
B.) When they are laying off less than 50 workers but at least 33 percent of their workforce.
C.) When they are laying off employees for two weeks.
D.) A and B.
The answer is D. Both A and B are correct.

Test Question No. 5
What type of information can a reporter find out about a non-profit company through its Form 990?
A.) How the non-profit was started.
B.) The salary of the CEO.
C.) The name of all employees.
D.) Its future expansion plans.
The answer is B. Only the CEO’s salary is available in the Form 990.

Test Question No. 6
Which of these government agencies has financial information on private banks?
A.) The Federal Deposit Insurance Corp.
B.) The Equal Employment Opportunity Commission.
C.) The Food and Drug Administration.
D.) The Federal Aviation Administration.
The answer is A. The FDIC has information about bank branch deposits, quarterly financial performance, and market share.

Test Question No. 7
Where would you go to find information about a private company’s safety record?
A.) The Patent and Trademark Office.
B.) The Occupational and Safety Health Administration.
C.) The Federal Trade Commission.
D.) The Consumer Product Safety Commission.
The answer is B. OSHA has records about workplace injuries and fatalities, as well as workplace inspections.

Test Question No. 8
If you wanted to find information about a company’s upcoming new products, where would you look?
A.) The Patent and Trademark Office.
B.) The National Labor Relations Board.
C.) The Environmental Protection Agency.
D.) The National Credit Union Administration.
The answer is A. Companies file for trademarks on new products before releasing them to the public.

Test Question No. 9
If you had heard rumors of sexual harassment at a private company, where could you look for documentation?
A.) Lawsuits.
B.) Equal Employment Opportunity Commission.
C.) Environmental Protection Agency.
D.) A and B.
The answer is D. Both lawsuits and the EEOC might have details of the allegations.

Test Question No. 10
Who is not a potential good source of information about a private company that sells ball bearings?
A.) Competitors.
B.) Customers.
C.) The catering business across the street.
D.) Former employees.
The answer is C. All of the others are potential sources when writing about private companies.

Final word
Writing good stories about private companies helps business reporters’ coverage stand out from the competition.
Use these sources to find new stories – or to make existing stories better.

Your instructor
Please contact me with any questions about private companies or business journalism at [email_address] .
Chris Roush is the Walter E. Hussman Sr. Distinguished Scholar in business journalism at UNC-Chapel Hill and the author of Show Me the Money: Writing Business and Economics Stories for Mass Communication , a business reporting textbook published by Lawrence Erlbaum Associates, and Profits and Losses: How Business Journalism Shaped Society , a book published by Marion Street Press. Roush worked as a business reporter for The Sarasota Herald-Tribune , The Tampa Tribune and The Atlanta Journal-Constitution . He has also worked for BusinessWeek in its Connecticut bureau and for Bloomberg News in its Atlanta bureau

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Reporting about private companies - Chris Roush

by Reynolds Center for Business Journalism on May 03, 2010

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