2025-05-13T12:34:05-05:00 2024-06-30 861065772 DELOITTE TAX LLP 111 MONUMENT CIRCLE SUITE 4200 INDIANAPOLIS IN 462045108 990 2023-07-25 932806450 BI3 FUND BI3F 5135696631 625 EDEN PARK DR 1ST FLOOR CINCINNATI OH 45202 MICHAEL CROFTON VP-FINANCE 5135696577 2025-05-13 1 1 P01222873 3174648600 2023 2025-03-06 01:10:19Z X JILL MILLER 625 EDEN PARK DR 1ST FLOOR CINCINNATI OH 45202 0 0 X WWW.BI3.ORG X 2023 OH TO ADVANCE HEALTH EQUITY AND FUEL INNOVATION BY INVESTING IN TRUST-BASED PARTNERSHIPS. 18 16 0 16 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X SEE SCHEDULE O 0 0 SEE SCHEDULE O 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 18 16 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X MICHAEL CROFTON 5135696577 625 EDEN PARK DR 7TH FLOOR CINCINNATI OH 45202 X JILL MILLER PRESIDENT & CEO 1.00 60.00 X X 0 357358 103500 DAN MOLINA SECRETARY 1.00 1.00 X X 0 0 0 CHAD REARDON TREASURER 1.00 1.00 X X 0 0 0 BOB COLLINS MD CHAIRPERSON 1.00 2.00 X X 0 0 0 DENISE KUPRIONIS VICE CHAIRPERSON 1.00 1.00 X X 0 0 0 PHILLIP COX TRUSTEE (END 10/23) 1.00 1.00 X 0 0 0 RANCE DUKE TRUSTEE 1.00 3.00 X 0 0 0 WILLIAM TSACALIS TRUSTEE (END 6/24) 1.00 1.00 X 0 0 0 KATHLEEN KELLY TRUSTEE 1.00 3.00 X 0 0 0 JONATHAN NIEMEYER TRUSTEE 1.00 1.00 X 0 0 0 MELISSA THOMASSON TRUSTEE 1.00 1.00 X 0 0 0 CYNTHIA BOOTH TRUSTEE 1.00 2.00 X 0 0 0 QUINT STUDER TRUSTEE 1.00 2.00 X 0 0 0 KRISTINE GARRETT TRUSTEE 1.00 1.00 X 0 0 0 CHRISTINE KUHNS TRUSTEE 1.00 1.00 X 0 0 0 ERIC KEARNEY TRUSTEE 1.00 1.00 X 0 0 0 KATHY GRIGG TRUSTEE 1.00 1.00 X 0 0 0 CAROLYN MICHELI TRUSTEE 1.00 1.00 X 0 0 0 SCOTT HENDERSON TRUSTEE (END 8/23) 1.00 1.00 X 0 0 0 THOMAS SHOCKLEY MD TRUSTEE 1.00 60.00 X 0 589818 74322 MICHAEL CROFTON ASST. TREASURER 1.00 60.00 X 0 464763 76772 CHARLES CROWTHER VP & CHIEF INVEST OFFICER 1.00 60.00 X 0 474752 88255 STEVE GRACEY ASST. SECRETARY 1.00 60.00 X 0 744735 85799 0 2631426 428648 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 0 0 0 0 0 X X 0 1 X 1 0 X 0 0 0 X PART II, SECTON A - PUBLIC SUPPORT SHORT YEAR EXPLANATION BI3 FUND WAS INCORPORATED JULY 25, 2023 AND AS SUCH TAX YEAR 2023 IS A SHORT YEAR. HOWEVER, IT WAS INACTIVE DURING THIS FIRST TAX YEAR AND THUS THERE WASN'T ANY FINANCIAL INFORMATION TO DISCLOSE. 0 X PART X, LINE 2: FOLLOWING IS THE TEXT OF THE FOOTNOTE TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF BETHESDA, INC. ("COMPANY") THAT REPORTS ITS AND ITS SUBSIDIARIES LIABILITY, IF APPLICABLE, FOR CERTAIN TAX POSITIONS UNDER ASC 740-10-25: THE COMPANY COMPLETED AN ANALYSIS OF UNCERTAIN TAX POSITIONS AND DETERMINED THAT NO AMOUNTS WERE REQUIRED TO BE RECOGNIZED ON THE CONSOLIDATED FINANCIAL STATEMENTS AT JUNE 30, 2024 OR 2023. 0 1 0 0 0 0 0 0 0 STEVE GRACEY ASST. SECRETARY 0 537042 0 166459 0 41234 0 46545 0 39254 0 830534 0 0 THOMAS SHOCKLEY MD TRUSTEE 0 451690 0 131368 0 6760 0 57896 0 16426 0 664140 0 0 CHARLES CROWTHER VP & CHIEF INVEST OFFICER 0 376333 0 96403 0 2016 0 48940 0 39315 0 563007 0 0 MICHAEL CROFTON ASST. TREASURER 0 336643 0 84701 0 43419 0 50761 0 26011 0 541535 0 0 JILL MILLER PRESIDENT & CEO 0 262579 0 88779 0 6000 0 67635 0 35865 0 460858 0 0 PART I, LINE 4B ELIGIBLE EXECUTIVES (GENERALLY VICE PRESIDENT AND ABOVE) PARTICIPATE IN A PROGRAM THAT PROVIDES FOR SUPPLEMENTAL RETIREMENT BENEFITS. THE PAYMENT OF BENEFITS UNDER THE PROGRAM, IF ANY, IS ENTIRELY DEPENDENT UPON THE FACTS AND CIRCUMSTANCES UNDER WHICH THE EXECUTIVE TERMINATES EMPLOYMENT WITH THE ORGANIZATION. BENEFITS UNDER THE PROGRAM ARE UNFUNDED AND NON-VESTED. DUE TO THE SUBSTANTIAL RISK OF FORFEITURE PROVISION, THERE IS NO GUARANTEE THAT THESE EXECUTIVES WILL EVER RECEIVE ANY BENEFIT UNDER THE PROGRAM. ANY AMOUNT ULTIMATELY PAID UNDER THE PROGRAM TO THE EXECUTIVE IS REPORTED AS COMPENSATION ON FORM 990, SCHEDULE J, PART II, COLUMN B IN THE YEAR PAID. DURING THE 2023 CALENDAR YEAR, NONE OF THE INDIVIDUALS LISTED IN SCHEDULE J, PART II RECEIVED A PAYMENT FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN WHICH WAS TREATED AS TAXABLE COMPENSATION BY TRIHEALTH, INC. PART I, LINE 3: TRIHEALTH, INC., A RELATED ORGANIZATION OF BI3 FUND, USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S CEO/EXECUTIVE DIRECTOR: COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD/COMPENSATION COMMITTEE. PART I, LINE 4A: THE REPORTABLE INDIVIDUALS OF BI3 FUND ARE PAID BY TRIHEALTH, INC., A RELATED ORGANIZATION, RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS EXEMPT FROM FEDERAL INCOME TAX UNDER INTERNAL REVENUE CODE SECTION 501(A) AS AN ORGANIZATION DESCRIBED IN INTERNAL REVENUE CODE SECTION 501(C)(3). TRIHEALTH, INC. HAS A STANDARD EMPLOYEE SEVERANCE PACKAGE. GENERAL SEVERANCE PAY IS BASED ON LENGTH OF SERVICE. IN ADDITION, NOTICE PAY, IF APPLICABLE UNDER TRIHEALTH, INC. POLICY, MAY BE ADDED TO THE SEVERANCE PACKAGE AND THE AMOUNT OF NOTICE PAY WILL BE DETERMINED BY HUMAN RESOURCES IN ACCORDANCE WITH TRIHEALTH, INC. POLICY. PAYMENTS OF SEVERANCE ARE CONDITIONED UPON SIGNING A SEPARATION AND RELEASE AGREEMENT. DURING THE 2023 CALENDAR YEAR, NONE OF THE REPORTABLE INDIVIDUAL(S) RECEIVED SEVERANCE PAYMENTS FROM TRIHEALTH, INC. FORM 990, PART III, LINE 1 TO ADVANCE HEALTH EQUITY AND FUEL INNOVATION BY INVESTING IN TRUST-BASED PARTNERSHIPS, INCLUDING TRIHEALTH AND COMMUNITY-BASED ORGANIZATIONS. WE ENVISION A DAY WHEN EVERY PERSON IN GREATER CINCINNATI HAS A FAIR AND JUST OPPORTUNITY TO ACHIEVE THEIR BEST HEALTH. FORM 990, PART III, LINE 4A BEGINNING IN TAX YEAR 2024, BI3 FUND WILL AWARD GRANTS TO IMPROVE MATERNAL AND YOUNG CHILD HEALTH, PROMOTE MENTAL HEALTH AND WELLBEING, AND SUPPORT COMMUNITY-DRIVEN HEALTH PRIORITIES. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF BI3 FUND SHALL BE BETHESDA, INC. FORM 990, PART VI, SECTION A, LINE 7A ALL OF THE MEMBERS OF THE BOARD OF DIRECTORS OF BI3 FUND WILL BE BETHESDA INC. TRUSTEES AND THE PRESIDENT OF BETHESDA, INC. THUS, THE DIRECTORS OF BI3 FUND ARE ELECTED BY THE BETHESDA INC. BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 7B ALL OF THE MEMBERS OF THE BOARD OF DIRECTORS OF BI3 FUND ('FUND") WILL BE BETHESDA INC. TRUSTEES AND THE PRESIDENT OF BETHESDA, INC. THEREFORE, THE SOLE MEMBER OF BI3 FUND HAS THE ABILITY TO APPROVE ALL DECISIONS OF THE FUND THAT ARE RESERVED TO IT BY OHIO LAW AS WELL AS THE FUND'S REGULATIONS. FORM 990, PART VI, SECTION B, LINE 11B PRIOR TO FILING, ALL VOTING MEMBERS OF THE BOARD ARE PROVIDED AN ELECTRONIC COPY OF THE FORM 990, AFTER REVIEW BY THE FINANCE AND AUDIT COMMITTEE OF THE BOARD, ALONG WITH THE COMMITTEE'S SUMMARY OF THE FORM 990. SUBSEQUENT TO BOARD REVIEW, THE RETURNS ARE FILED MAKING NON-SUBSTANTIVE CHANGES AS NECESSARY TO EFFECT E-FILING. ANY SUCH NON-SUBSTANTIVE CHANGES ARE NOT SUBMITTED TO THE BOARD. FORM 990, PART VI, SECTION B, LINE 12C ALL BOARD MEMBERS ARE REQUIRED TO ANNUALLY DISCLOSE CERTAIN FINANCIAL INTERESTS AND FIDUCIARY RELATIONSHIPS. THE EXECUTIVE COMMITTEE AND CORPORATE COUNSEL REVIEW RESPONSES, CONDUCT FURTHER INVESTIGATION (IF NECESSARY), AND DETERMINE WHEN A CONFLICT EXISTS WITH RESPECT TO A CERTAIN TRANSACTION. IF A CONFLICT EXISTS, THE TRANSACTION IS NOT TO BE ENTERED INTO UNLESS ALRTERNATIVES ARE FULLY INVESTIGATED, AND IN THEIR ABSENCE, THE BOARD, WITHOUT PARTICIPATION OF THE INTERESTED MEMBER(S), DETERMINES THAT THE TRANSACTION IS IN THE BEST INTEREST OF THE ORGANIZATION. PLANS TO MANAGE THE CONFLICT DURING THE RELATIONSHIP ARE IMPLEMENTED. ALL DISCUSSIONS ARE APPROPRIATELY DOCUMENTED. ALL DIRECTORS AND MANAGERS, WHICH INCLUDE OFFICERS AND KEY EMPLOYEES, ARE REQUIRED TO ANNUALLY DISCLOSE ANY CIRCUMSTANCES, INCLUDING FAMILY AND BUSINESS RELATIONSHIPS, THAT MAY CREATE A CONFLICT OF INTEREST FOR THE ORGANIZATION. THESE RESPONSES ARE REVIEWED AND ACTED UPON BY A CONFLICT OF INTEREST COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 BI3 FUND'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART VII, SECTION A - AVERAGE HOURS PER WEEK: THE OFFICERS AND DIRECTORS FOR BI3 FUND, THAT SHOW AT LEAST 60 HOURS PER WEEK PROVIDE SERVICES TO TRIHEALTH, INC. (A RELATED ORGANIZATION WHO PAID THE INDIVIDUALS) AND ITS SUBSIDIARIES/AFFILIATES ("TRIHEALTH") AS AN ENTIRE SYSTEM. HOURS WORKED, INCLUDING THEIR DUTIES AS OFFICERS AND DIRECTORS OF THE FILING ORGANIZATION, ARE NOT TRACKED ON AN ENTITY BY ENTITY BASIS, THUS THE AVERAGE HOURS PER WEEK DISCLOSED ARE ESTIMATES TO SHOW THAT THE TIME SPENT BY THESE INDIVIDUALS RELATE TO THEM FULFILLING THEIR DUTIES AS FULL-TIME, 60 HOURS-PER-WEEK EMPLOYEES OF TRIHEALTH VERSUS THEIR DUTIES AS OFFICERS AND DIRECTORS OF THE FILING ORGANIZATION. IN ADDITION, THE COMPENSATION REPORTED ON FORM 990, PART VII WAS PAID TO THESE INDIVIDUALS IN FULFILLMENT OF THEIR DUTIES AS EMPLOYEES OF TRIHEALTH. FORM 990, PART XII, LINE 2C BI3 FUND'S FINANCIAL STATEMENTS ARE AUDITED WITH BETHESDA, INC., THE PARENT ORGANIZATION OF BI3 FUND. BETHESDA, INC. HAS A COMMITTEE THAT ASSUMES THE RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF BOTH ITS AND ITS SUBSIDIARIES FINANCIAL STATEMENTS AS WELL AS THE SELECTION OF THE INDEPENDENT AUDITOR. DURING THE TAX YEAR, THERE WAS NOT A CHANGE IN THE PROCESS OF AUDIT OVERSIGHT AND/OR SELECTION OF AN INDEPENDENT AUDITOR BY BETHESDA, INC. FORM 990, PART VI, LINE 1A THE BOARD OF DIRECTORS OF BI3 FUND ARE IDENTICAL TO BETHESDA, INC. AS IT IS THE SOLE MEMBER OF BI3 FUND. THEREFORE, THE EXECUTIVE COMMITTEE OF BETHESDA, INC. WILL SERVE AS THE EXECUTIVE COMMITTEE FOR THE BI3 FUND. THE BOARD OF TRUSTEES OF BETHESDA, INC. ("THE CORPORATION"), ESTABLISHED AN EXECUTIVE COMMITTEE WHICH MAY TRANSACT ALL BUSINESS OF THE BOARD IN THE MANAGEMENT OF THE CORPORATION DURING THE PERIOD BETWEEN MEETINGS OF THE BOARD. IT SHALL ACT IN ALL PERSONNEL MATTERS INVOLVING EXECUTIVE PERSONNEL INCLUDING SEARCH, SELECTION, EMPLOYMENT, COMPENSATION, CONTRACTS AND BENEFITS AND IT SHALL ASSIST THE BOARD IN PLANNING AND DEVELOPING ACTIVITIES OR SERVICES TO FURTHER THE PURPOSES OF THE CORPORATION AND TO ASSIST THE COMMUNITY. THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIRPERSON OF THE BOARD, PAST CHAIRPERSON, THE VICE CHAIRPERSON, THE PRESIDENT, SECRETARY AND TREASURER (EACH WITH EX OFFICIO WITH VOTE), AND TWO OTHER MEMBERS OF THE BOARD SELECTED BY THE CHAIRPERSON OF THE BOARD. BETHESDA INC 625 EDEN PARK DRIVE 1ST FLOOR CINCINNATI OH 45202 311108895 INVESTMENT MANAGEMENT OH SECTION 501(C)(3) SCHEDULE A, LINE 12C N/A 0 BETHESDA FOUNDATION INC 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 237374129 FUNDRAISING OH SECTION 501(C)(3) SCHEDULE A, LINE 7 BETHESDA INC 0 BETHESDA HEALTHCARE INC 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 311027660 HEALTHCARE SERVICES OH SECTION 501(C)(3) SCHEDULE A, LINE 12B TRIHEALTH INC 0 BETHESDA HOSPITAL INC 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 310537122 INPATIENT AND OUTPATIENT SERVICES OH SECTION 501(C)(3) SCHEDULE A, LINE 3 TRIHEALTH INC 0 BETHESDA PROPERTIES INC 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 311352694 PROPERTY MANAGEMENT OH SECTION 501(C)(2) BETHESDA HOSPITAL INC 0 BETHESDA FAMILY PRACTICE CENTER 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 311242442 HEALTHCARE SERVICES OH SECTION 501(C)(3) SCHEDULE A, LINE 12A BETHESDA HOSPITAL INC 0 HOSPICE OF CINCINNATI INCORPORATED 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 310917155 HOSPICE SERVICES OH SECTION 501(C)(3) SCHEDULE A, LINE 10 BETHESDA HOSPITAL INC 0 FERNSIDE INC A CENTER FOR GRIEVING CHILDREN 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 311179234 COUNSELING TO GRIEVING CHILDREN OH SECTION 501(C)(3) SCHEDULE A, LINE 7 HOSPICE OF CINCINNATI INCORPORATED 0 TRIHEALTH INC 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 311438846 SUPPORT AFFILIATED HOSPITALS OH SECTION 501(C)(3) SCHEDULE A, LINE 12B N/A 0 10600 MONTGOMERY LLC 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 261964995 PROPERTY MANAGEMENT OH N/A 0 0 TJ CUBEDMONTGOMERY 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 261964885 HOLDING COMPANY OH N/A S 0 PREMIERE MEDICAL OWNERS ASSOCIATION 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 141913019 CONDO ASSOCIATION OH N/A C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0