2020-05-15T17:20:05-05:00 2019-06-30 KPMG LLP 550 S Hope St Suite 1500 Los Angeles CA 90071 990 2018-07-01 330612565 CRC Real Estate Corporation % MIKALYN KLUTH CRCR 7149973000 1201 West La Veta Avenue Orange CA 92868 KERRI RUPPERT SCHILLER CFO/Assistant Secy 7149973000 2020-05-15 true Shalini Saidha P01959812 2139724000 2020-05-13 199.207.253.101 95488420201365000020 2020-05-15 P A65211E442E682D24E7447C1BDFB4C34C96510E5 AFC1CABF2724952AFBFC3879A4882118A11459E7 2018 2020-09-23 17:36:50Z KIMBERLY C CRIPE 1201 West La Veta Avenue Orange CA 92868 23507940 false X WWW.CHOC.ORG X 1994 CA TO HOLD, MAINTAIN AND OPERATE COMMERCIAL MEDICAL OFFICE BUILDINGS NEAR THE PRINCIPAL OFFICES OF CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC) AND ITS AFFILIATES. 5 4 0 0 -155235 -155235 0 14720000 5307924 5912783 4149 30364 289484 1011397 5601557 21674544 0 100000 0 0 0 0 0 0 0 5238112 6109013 5238112 6209013 363445 15465531 73150097 87676431 32234325 31295128 40915772 56381303 X TO HOLD, MAINTAIN AND OPERATE COMMERCIAL BUILDINGS NEAR THE PRINCIPAL OFFICES OF CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC) AND ITS AFFILIATES. ALL NET FUNDS DERIVED BY THIS ORGANIZATION FROM ITS OPERATIONS WILL BE TRANSFERRED TO OR WILL BE AVAILABLE FOR TRANSFER TO CHC, THE EXEMPT PARENT AND SOLE CORPORATE MEMBER OF CRC REAL ESTATE CORPORATION. false false 5186569 5912783 THE THREE COMMERCIAL OFFICE BUILDINGS OWNED BY CRC HOUSE HOSPITAL ADMINISTRATIVE FUNCTIONS INCLUDING FINANCE, HUMAN RESOURCES, QUALITY, BUSINESS OFFICE AND INFORMATION SYSTEMS DEPARTMENTS. THEY ALSO HOUSE SOME CLINICAL DEPARTMENTS AS WELL AS PHYSICIAN PRACTICES THAT SUPPORT CHILDREN'S HOSPITAL OF ORANGE COUNTY. 5186569 true true false false false false false false false false true false false false false true false true false false false false false false false false false true false true false false false false false false false false false false false false false true false false false true 5 0 true 0 true true false false false false false false false false false false false X 5 4 false false false false true true true true true false false true true true true true true true true false CA X MIKALYN KLUTH 7145094124 1201 WEST LA VETA AVENUE ORANGE CA 928683874 KIMBERLY CRIPE DIRECTOR/PRESIDENT 0.5 39.5 X X 0 1735119 100124 JANET T DAVIDSON DIRECTOR/VICE CHAIR 0.5 3.5 X X 0 0 0 MARSHALL ROWEN MD DIRECTOR/CHAIR 1.0 6.0 X X 0 0 0 PATRICK SALAS Director 0.5 0.5 X 0 0 0 DAVID WILLIS DIRECTOR 0.5 1.0 X 0 0 0 David Dukes Director (Thru 9/18) 0.5 7.0 X 0 0 0 Jeff Elghanayan Director (Thru 9/18) 0.5 3.0 X 0 0 0 JAY GABRIEL CHIEF LEGAL OFFICER/SECRETARY 0.5 39.5 X 0 871212 65487 MATTHEW GERLACH EVP/COO 0.5 39.5 X 0 904067 48980 KERRI RUPPERT SCHILLER EVP/CFO/ASSISTANT SECRETARY 4.0 36.0 X 0 898335 64777 0 4408733 279368 0 false true false PA Commercial Constructions Inc 3921 E La Palma Avenue Unit L ANAHEIM CA 92807 Construction Service 801979 Pacific Coast Commercial 41 Corporate Park 230 IRVINE CA 92626 Prop Mgmt, Payroll 725168 ABM Industry Groups LLC PO Box 74008829 CHICAGO IL 60674 Janitorial 254463 DBAC Inc 101 Shipyard Way Suite A NEWPORT BEACH CA 92663 Constructions 271016 PACWEST SECURITY SERVICES 3303 HARBOR BLVD STE A-103 COSTA MESA CA 92626 SECURITY 176977 9 14720000 0 14720000 RENTAL - AFFILIATES 5912783 5912783 5912783 30364 30364 0 0 2514886 1833396 681490 0 681490 -155235 836725 0 0 0 0 0 0 0 0 0 0 PARKING LOT INCOME 900099 329907 329907 329907 21674544 5912783 -155235 1196996 100000 100000 0 0 0 0 0 0 0 0 0 1088340 1088340 613 613 56404 56404 0 0 0 340842 333165 7677 0 19229 19229 0 0 1276492 1176899 99593 689 689 0 630 630 827404 827404 0 2050719 2050719 49020 49020 REPAIRS AND MAINTENANCE 266627 266627 CLEANING SUPPLIES 115836 102570 13266 OTHER-TENANT RELATIONS EXP 9888 9888 POSTAGE 1348 1348 4932 4932 6209013 5186569 1022444 0 594599 4351461 3011712 3409975 0 0 439715 755983 0 0 0 0 0 0 0 0 127628 75295 102355554 24274934 68187402 78080620 0 0 0 0 0 0 0 0 789041 1003097 73150097 87676431 2256914 2054369 0 0 102811 121759 0 0 0 0 0 0 29874600 29119000 0 0 0 0 32234325 31295128 X 40915772 56381303 0 0 0 0 40915772 56381303 73150097 87676431 15465531 X false true X true false X X 1 CHILDREN'S HEALTHCARE OF CALIFORNIA 330265266 3 true 0 4158294 1 0 4158294 true false false false false false false false false false false false false false false true false Schedule A, Part I, Line 11h CRC REAL ESTATE CORPORATION WAS FORMED TO PROVIDE OR PURCHASE FOR THE BENEFIT OF CHILDREN'S HEALTHCARE OF CALIFORNIA VARIOUS SERVICES AND FACILITIES. THE AMOUNT LISTED BELOW IS THE TOTAL FUNCTIONAL EXPENSES LESS DEPRECIATION EXPENSE. SEE FORM 990, PART IX FOR FURTHER DETAILS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 16025219 16025219 76493882 18443424 58050458 7821040 5831510 1989530 2015413 2015413 78080620 0 0 X 23507941 1833397 1833397 21674544 21674544 8042410 1833397 1833397 6209013 6209013 ORGANIZATION'S LIABILITY FOR UNCERTAIN TAX POSITIONS UNDER ASC 740 Part X GAAP requires the Organization's management to evaluate tax positions taken by the organization and recognizes a tax liability if the Organization has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. Management has analyzed tax positions taken by the organization and has concluded that as of June 30, 2019, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. AMOUNTS INCLUDED ON LINE 1 OF FORM 990, PART VIII, LINE 12 part xi, line 2d rental expenses reclass $1,833,397 AMOUNTS INCLUDED ON LINE 1 BUT NOT ON FORM 990, PART IX, LINE 25 part xii, line 2d rental expenses reclass $1,833,397 AS REQUIRED BY THE FORM 990 INSTRUCTIONS, EXPENSES RELATED TO RENTAL INCOME ON FORM 990, PART VIII LINE 6A ARE RECLASSED FROM FUNCTIONAL EXPENSES TO FORM 990, PART VIII LINE 6B. true CHILDREN'S HEALTHCARE OF CALIFORNIA 1201 West La Veta Avenue ORANGE CA 92868 330265266 501(c)(3) 100000 N/A N/A General support 1 PROCEDURE FOR MONITORING THE USE OF GRANT FUNDS - Part I, line 2 CRC TRANSFERS FUNDS TO CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC), ITS SOLE corporate MEMBER, PURSUANT TO THE BYLAWS OF THE CORPORATION. CRC IS REQUIRED TO MAINTAIN SUFFICIENT FUNDS FOR THE WORKING CAPITAL IN THE UNRESTRICTED FUND (AND IN ACCORDANCE WITH ITS ANNUAL APPROVED CAPITAL AND OPERATING BUDGETS). X X X X false true false false false false false false false KIMBERLY CRIPE DIRECTOR/PRESIDENT 1005714 445347 284058 66845 33279 1835243 48531 JAY GABRIEL CHIEF LEGAL OFFICER/SECRETARY 444369 142577 284266 25598 39889 936699 15967 MATTHEW GERLACH EVP/COO 587624 174681 141762 29715 19265 953047 24811 KERRI RUPPERT SCHILLER EVP/CFO/ASSISTANT SECRETARY 550926 198605 148804 37056 27721 963112 23262 COMPENSATION FROM AN AFFILIATED ORGANIZATION Kimberly Cripe AND KERRI RUPPERT SCHILLER ARE COMPENSATED THROUGH CHILDREN'S HEALTHCARE OF CALIFORNIA, A RELATED ORGANIZATION AND ARE LISTED ON THE 990 PART VII AND SCHEDULE J. MS. CRIPE AND MS. SCHILLER PARTICIPATE IN A SEPARATION ARRANGEMENT THAT PROVIDES FOR A PORTION OF THE EMPLOYEE'S ANNUAL SALARY BASED ON THEIR POSITION IN THE ORGANIZATION. FOR THE SENIOR EXECUTIVE LEVEL, THE AMOUNT IS BASED ON YEARS OF SERVICE UP TO A MAXIMUM NUMBER OF MONTHS. UNPAID SEVERANCE UNDER THE SEPARATION AGREEMENTS FOR CURRENT KEY EMPLOYEES WERE REPORTED AT THEIR FULL VALUE IN A PREVIOUS TAX YEAR. SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN the Company established a nonqualified deferred compensation plan effective January 1, 2010 in which certain individuals listed on the form 990, Part VII and Schedule J are participants. Under the established Supplemental Executive Retirement Plan (the Plan) or SERP, for each Plan year that begins prior to the participant's cash date, CHOC shall create a new SERP account on its books for the Participant and shall credit to such account at times specified. The participants of the plan are general creditors of the company. The participant's SERP account shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the participant under this plan. The participant is entitled to his/her SERP benefit amount upon the earliest of (1) remaining employed with the Company to the third anniversary of the first day of the Plan Year for which the SERP account was created; (2) remaining employed with the Company to the Participant's 60th birthday; (3) remaining employed with the Company to the date the Participant has both attained at least age 55 and has completed at least 10 years of service; (4) disability; (5) involuntary separation from service without reasonable cause; (6) voluntary separation from service for good reason or (7) death. The following individuals received payments from the Plan during calendar year: ms. cripe ($198,229), ms. schiller ($95,139), MR. GABRIEL ($241,739) and mr. Gerlach ($101,292). COMPENSATION FOOTNOTES KIMBERLY CRIPE IS COMPENSATED THROUGH CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC), HOWEVER, IN ADDITION TO HER RESPONSIBILITIES FOR CHC, SHE ALSO SERVES AS AN OFFICER OF CHILDREN'S HOSPITAL OF ORANGE COUNTY, CHOC FOUNDATION, CRC REAL ESTATE CORPORATION AND CHILDREN'S HOSPITAL AT MISSION (ALL IRC section 501(C)(3)affiliates). KERRI RUPPERT SCHILLER IS COMPENSATED THROUGH CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC), HOWEVER, IN ADDITION TO THE RESPONSIBILITIES FOR CHC, SHE ALSO SERVES AS AN OFFICER OF CHILDREN'S HOSPITAL OF ORANGE COUNTY, CHOC FOUNDATION, CRC REAL ESTATE CORPORATION AND CHILDREN'S HOSPITAL AT MISSION (All IRC Section 501(C)(3) AFFILIATES). MATTHEW GERLACH IS COMPENSATED THROUGH CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC), HOWEVER IN ADDITION TO HIS RESPONSIBILITIES FOR CHC, HE ALSO SERVES AS AN OFFICER OF CHILDREN'S HOSPITAL OF ORANGE COUNTY, CRC REAL ESTATE CORPORATION AND CHILDREN'S HOSPITAL AT MISSION(ALL IRC SECTION 501(C)(3) AFFILIATES). MEMBERS OR STOCKHOLDERS FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF CRC REAL ESTATE CORPORATION (CRC) IS CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC). persons who may elect members of the governing body FORM 990, PART VI, SECTION A, LINE 7A Directors of CRC (except the President) shall be appointed annually by the Member, based on the nomination(s) provided by CRC REAL ESTATE CORPORATION'S BOARD OF DIRECTORS. the governing body's decisions subject to approval FORM 990, PART VI, SECTION A, LINE 7B THE APPROVAL OF THE MEMBER SHALL BE REQUIRED WITH RESPECT TO ANY OF THE FOLLOWING ACTIONS: (1) CHANGING THE PURPOSES AND POWERS OF CRC; (2) OBLIGATING CRC TO UNDERTAKE ANY CAPITAL EXPENDITURE IN EXCESS OF $5,000,000; (3) ADOPTING CRC'S ANNUAL OPERATING AND CAPITAL BUDGETS; (4) BUYING, SELLING, LEASING, MORTGAGING, PLEDGING, OR OTHERWISE HYPOTHECATING ANY REAL PROPERTY; (5) INCURRING ANY INDEBTEDNESS IN EXCESS OF $5,000,000; (6) OBLIGATING CRC TO ACT AS GUARANTOR WITH RESPECT TO ANY DEBT OF ANY PERSON OR OTHER ENTITY; (7) ACCEPTING ANY DONATION WHICH IS (I) CONDITIONED UPON CRC'S UNDERTAKING ANY CAPITAL EXPENDITURE IN EXCESS OF $5,000,000 OR (II) CONTAINS CONDITIONS, WHEN COMPLIANCE WITH THE CONDITIONS WOULD HAVE SIGNIFICANT IMPACT UPON THE PURPOSE, NATURE, PLANS OR IDENTITY OF CRC; (8) ENTERING INTO ANY CONTRACT (OTHER THAN A LEASE OF REAL PROPERTY IN WHICH CRC IS THE LANDLORD) WHICH INVOLVES ANY OF THE FOLLOWING: (I) ANY FINANCIAL OBLIGATION ON THE PART OF CRC IN AN AMOUNT IN EXCESS OF $5,000,000, (II) ANY PURPOSE OR ACTIVITY WHICH IS OUTSIDE THE SCOPE OF CRC'S ORDINARY COURSE OF BUSINESS, OR (III) A TERM IN EXCESS OF FIVE YEARS (UNLESS THE CONTRACT IS TERMINABLE AT WILL); (9) INVOLVING CRC IN ANY MERGER, ACQUISITION, CORPORATE RESTRUCTURING, OR FORMAL AFFILIATION; (10) INVOLVING CRC AS A MEMBER, SHAREHOLDER, OR PARTNER IN ANY NEW CORPORATION, PARTNERSHIP, OR OTHER LEGAL ENTITY; (11) DISSOLVING CRC; (12) ENTERING INTO ANY TRANSACTION INVOLVING THE SALE, LEASE,CONVEYANCE, EXCHANGE, TRANSFER OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF CRC'S ASSETS; (13) AMENDING CRC'S ARTICLES OF INCORPORATION; (14) ADOPTING NEW BYLAWS OR AMENDING EXISTING BYLAWS. PROCESS OF REVIEW FORM 990, PART VI, SECTION A, LINE 11B PRIOR TO FILING, THE TAX RETURN AND RELATED SCHEDULES ARE PROVIDED TO THE FULL BOARD OF DIRECTORS OF CRC REAL ESTATE CORPORATION. THE CHIEF FINANCIAL OFFICER REVIEWS THE REPORT WITH THE BOARD AND A COMPLETE COPY OF THE RETURN IS PROVIDED TO ALL VOTING BOARD MEMBERS PRIOR TO FILING THE FINAL RETURN. MONITORING AND ENFORCING COMPLIANCE OF CONFLICT OF INTEREST POLICY FORM 990, PART VI, SECTION B, LINE 12C The CHOC Compliance Officer is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflicts of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers and executive leadership). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When an individual becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1)has received a copy of the Conflicts of Interest Policy and understands said policy; (2)has read the policy and understands said policy; and (3)agrees to comply with all requirements of the policy, including completing the conflicts of interest questionnaire. The completed questionnaires are reviewed by the Compliance Officer and any persons with actual or potential conflicts are contacted via written communication. The procedures for addressing any conflict of interest may include but are not limited to the following: (1)the conflicting interest is fully disclosed to the Board of Directors; (2)the interested person responds to factual questions related to the conflict, the substance of the transaction or the arrangement being considered; (3)the person with the conflict of interest is excluded from any discussion or approval of such transaction; (4)if applicable alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; and (5)the transaction or action must be approved by a majority of disinterested persons. PROCESS OF DETERMINING COMPENSATION OF THE CEO AND OTHER OFFICERS FORM 990, PART VI, SECTION B, LINE 15 An independent Board committee of CHC charged with the duties of the Compensation committee, whose members are disinterested and independent, is in place with a written compensation committee charter. This Committee annually retains an independent healthcare compensation firm to provide relevant comparability data and other compensation studies. The CEO, officers and executive management salaries and incentives, as well as overall compensation philosophy and policies, are discussed with the independent consultant representatives and the compensation committee members, in person, in closed sessions with no staff members present. This review was last performed in 2018. All comparative salary data, such as annual compensation survey comprising of a peer group of comparably-sized pediatric hospitals, is well documented and there are minutes from these meetings that document the members present and voting, the comparative data used and how it was obtained and the deliberations and decisions of the committee. The results and recommendations from the committee are shared in an executive session with the CHC Board of Directors. DISCLOSURE COPY FORM 990, PART VI, SECTION C, LINE 19 While federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection, the organization makes its financial statements available upon request. CHILDREN'S HEALTHCARE OF CALIFORNIA(CHC) 1201 West La Veta Avenue ORANGE CA 92868 330265266 health care CA 501(C)(3) 7 NA false CHILDREN'S HOSPITAL OF ORANGE COUNTY 1201 West La Veta Avenue ORANGE CA 92868 952321786 health care CA 501(C)(3) 3 CHC false CHILDREN'S HOSPITAL AT MISSION 1201 West La Veta Avenue ORANGE CA 92868 330528802 health care CA 501(C)(3) 3 CHC false CHOC FOUNDATION 1201 West La Veta Avenue ORANGE CA 92868 956097416 fund raising CA 501(C)(3) 7 CHC false false true true false false false false false false true false false true false false false false false false