Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
|
Total |
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Calendar year
(or fiscal year beginning in)
![]() |
(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf .... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) .. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal
year beginning in) ![]() |
(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 1,092,744 | 1,185,197 | 0 | 0 | 0 | 2,277,941 |
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose | 20,150,440 | 25,154,773 | 24,331,641 | 26,427,022 | 18,418,599 | 114,482,475 |
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | 21,243,184 | 26,339,970 | 24,331,641 | 26,427,022 | 18,418,599 | 116,760,416 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | 0 | |||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | 1,463,297 | 1,416,518 | 2,879,815 | |||
| c | Add lines 7a and 7b.. | 1,463,297 | 1,416,518 | 2,879,815 | |||
| 8 | Public support. (Subtract line 7c from line 6.) | 113,880,601 | |||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 21,243,184 | 26,339,970 | 24,331,641 | 26,427,022 | 18,418,599 | 116,760,416 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | 6,756 | 59,065 | 65,821 | |||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 21,243,184 | 26,339,970 | 24,331,641 | 26,433,778 | 18,477,664 | 116,826,237 |
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2024 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2024 |
(iii) Distributable Amount for 2024 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2024 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2024 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2024: | ||||
| a From 2019....... | ||||
| b From 2020....... | ||||
| c From 2021....... | ||||
| d From 2022....... | ||||
| e From 2023....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2024 distributable amount | ||||
|
i
Carryover from 2019 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2024 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2024 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2024, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2024. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
7 Excess distributions carryover to 2025. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2020..... | ||||
| b Excess from 2021..... | ||||
| c Excess from 2022..... | ||||
| d Excess from 2023..... | ||||
| e Excess from 2024..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
|---|---|
| Part III, Short Year Explanation: | PART III, SECTION A. COLUMN (e): SHORT YEAR |
| Software ID: | |
| Software Version: |
| Return Reference | Explanation |
|---|---|
| FORM 990, PART I, LINE I | PRIMARY HEALTHCARE ASSOCIATES SC (PHA) WAS FORMED TO DIAGNOSE AND TREAT HUMAN AILMENTS AND INJURIES, WHETHER PHYSICAL OR MENTAL. |
| Form 990, Part VI, Section A, line 3 | ON 1/27/2025, PRIMARY HEALTHCARE ASSOCIATES SC FILED A STATEMENT OF CONVERSION WITH THE STATE OF ILLINOIS TO CONVERT FROM A PROFESSIONAL CORPORATION TO A SINGLE MEMBER LIMITED LIABILITY COMPANY DISREGARDED FOR TAX PURPOSES. THE PRIMARY HEALTHCARE ASSOCIATES, S.C. 36-4132865 CONVERSION WAS APPROVED BY THE STATE OF ILLINOIS ON 2/5/2025. ON 2/7/2025, PRIMARY HEALTHCARE ASSOCIATES FILED ARTICLES OF ORGANIZATION WITH THE STATE OF ILLINOIS NAMING UCM MEDICAL GROUP, INC. AS THE SOLE MANAGING MEMBER OF PRIMARY HEALTHCARE ASSOCIATES, SC. UCM MEDICAL GROUP, INC. IS A 501(C)(3) NONPROFIT CORPORATION. EFFECTIVE 2/5/2025, THE DAILY OPERATIONS AND RIGHTS TO APPROVE OR DIRECT SIGNIFICANT DECISIONS OF PRIMARY HEALTHCARE ASSOCIATES SC ARE MANAGED BY UCM MEDICAL GROUP, INC. |
| Form 990, Part VI, Section A, line 4 | EFFECTIVE 2/5/2025, PRIMARY HEALTHCARE ASSOCIATES SC IS AN ENTITY DISREGARDED FOR TAX PURPOSES UPON ITS CONVERSION TO A SINGLE MEMBER LIMITED LIABILITY COMPANY ORGANIZED IN THE STATE OF ILLINOIS. AS SUCH, PRIMARY HEALTHCARE ASSOCIATES IS FILING ITS FINAL FORM 990 AND FUTURE OPERATIONS WILL BE REPORTED ON THE FORM 990 TAX RETURN OF ITS SOLE MANAGING MEMBER, UCM MEDICAL GROUP INC. |
| Form 990, Part VI, Section A, line 6 | FOR THE SHORT PERIOD 7/1/2024 - 2/5/2025, THE ORGANIZATION WAS AN AFFILIATED TAX-EXEMPT PROFESSIONAL CORPORATION CONTROLLED BY UCM CARE NETWORK MEDICAL GROUP INC. (CNMG), THROUGH A SHAREHOLDER CONTROL AGREEMENT WITH THE PHYSICIAN SHAREHOLDER. UNDER THE SHAREHOLDER CONTROL AGREEMENT, CNMG HAD THE EXCLUSIVE RIGHT TO APPROVE OR DIRECT SIGNIFICANT DECISIONS OF THE ORGANIZATION'S SHAREHOLDER. THE PHYSICIAN SHAREHOLDER HAD NO ECONOMIC RIGHTS TO ANY PROFITS OR DISTRIBUTIONS OF THE ORGANIZATION AND WAS REQUIRED TO VOTE ON DECISIONS OF THE ORGANIZATION IN THE MANNER DIRECTED BY CNMG. EFFECTIVE 2/5/2025, THE SOLE MANAGING MEMBER OF PRIMARY HEALTHCARE ASSOCIATES, SC IS UCM MEDICAL GROUP INC., A 501(C)(3) NONPROFIT CORPORATION. UCM MEDICAL GROUP INC. HAS THE EXCLUSIVE RIGHT TO APPROVE OR DIRECT SIGNIFICANT DECISIONS OF THE ORGANIZATION. |
| Form 990, Part VI, Section A, line 7a | PLEASE SEE THE NARRATIVE FOR PART VI, LINE 6. |
| Form 990, Part VI, Section A, line 7b | PLEASE SEE THE NARRATIVE FOR PART VI, LINE 6. |
| Form 990, Part VI, Section A, line 8b | PRIMARY HEALTHCARE ASSOCIATES SC HAS NO COMMITTEES THAT HAVE AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY; THEREFORE, THIS QUESTION IS NOT APPLICABLE BUT HAS BEEN ANSWERED NO IN ACCORDANCE WITH THE IRS FORM 990 INSTRUCTIONS. |
| Form 990, Part VI, Section B, line 11b | THE FORM 990 IS PREPARED INTERNALLY BY THE UCMC TAX DEPARTMENT USING INFORMATION PROVIDED BYMANAGEMENT. THE FULL FORM, INCLUDING SUPPLEMENTAL SCHEDULES, IS REVIEWED IN DETAIL BY THE TAX DIRECTOR. AT ITS REGULARLY SCHEDULED MEETING, THE COMPENSATION COMMITTEE OF THE UCMC BOARD OF TRUSTEES IS PROVIDED A DRAFT COPY OF PORTIONS OF THE FORM 990. THE FINAL COMPLETE VERSION OF THE FORM 990 IS THEN DISTRIBUTED TO ALL VOTING MEMBERS OF THE BOARD OF DIRECTORS PRIOR TO ITS FILING. |
| Form 990, Part VI, Section B, line 12c | PRIMARY HEALTHCARE ASSOCIATES HAS A ROBUST CONFLICTS OF INTEREST POLICY FOR EMPLOYEES, OFFICERS, AND DIRECTORS. THE POLICY CONTAINS CERTAIN PROHIBITIONS AS WELL AS DISCLOSURE REQUIREMENTS, AND ENCOURAGES QUESTIONS DIRECTED TO THE COMPLIANCE OFFICE AND LEGAL AFFAIRS. DURING THIS TAX YEAR, PRIMARY HEALTHCARE ASSOCIATES CONTINUED ITS PRACTICE OF SURVEYING DIRECTORS, OFFICERS, MANAGERIAL EMPLOYEES, AND INFLUENTIAL MEDICAL STAFF MEMBERS, SEEKING DISCLOSURES OF VARIOUS RELATIONSHIPS, INCLUDING RELATIONSHIPS DISCLOSED IN THIS FORM 990. IN ADDITION, CERTAIN CHAIRS OF COMMITTEES, SUCH AS THE PHARMACY AND THERAPEUTICS COMMITTEE OF THE MEDICAL STAFF, AT MONTHLY MEETINGS ASK FOR ORAL DISCLOSURES OF POTENTIAL CONFLICTS. UPON REQUEST, THE COMPLIANCE OFFICER AND THE OFFICE OF LEGAL AFFAIRS PROVIDE EDUCATIONAL SESSIONS. UCMC NOTES THAT RESEARCHER CONFLICTS ARE MANAGED BY THE UNIVERSITY OF CHICAGO. THE CONFLICT OF INTEREST POLICY SPECIFICALLY REQUIRES DISCLOSURE, AND ABSTENTION OR RECUSAL AS NECESSARY, WHENEVER A DIRECTOR OR RELATED PARTY HAS A POTENTIAL CONFLICT OF INTEREST. |
| Form 990, Part VI, Section C, line 19 | ALL DOCUMENTS ARE AVAILABLE UPON REQUEST. |
| FORM 990, PART VI, LINE 15A - 15B | THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS ARE COMPENSATED BASED ON THEIR EMPLOYMENT CONTRACTS AS PHYSICIANS OF THE ORGANIZATION. |
| Form 990, Part IX, line 11g | Program Support Services: Program service expenses 238,424. Management and general expenses 13,975. Fundraising expenses 0. Total expenses 252,399. Physician Services: Program service expenses 1,981,319. Management and general expenses 5,000. Fundraising expenses 0. Total expenses 1,986,319. Contract Labor: Program service expenses 1,129,101. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,129,101. Laundry services: Program service expenses 61,012. Management and general expenses 0. Fundraising expenses 0. Total expenses 61,012. Medical Agreements: Program service expenses -10. Management and general expenses 0. Fundraising expenses 0. Total expenses -10. Billing Fees: Program service expenses 817,808. Management and general expenses 82,482. Fundraising expenses 0. Total expenses 900,290. Collection Fees: Program service expenses 10. Management and general expenses 0. Fundraising expenses 0. Total expenses 10. Capitation Expense: Program service expenses 237,609. Management and general expenses 1,764. Fundraising expenses 0. Total expenses 239,373. |
| Form 990, Part XI, line 9: | NET ASSET TRANSFER TO LLC 146,710,879. |
| Schedule N Line 1(a) | Effective February 5, 2025, Primary Healthcare Associates S.C. converted from a 501(c)(3) tax-exempt entity to a single-member LLC disregarded for tax purposes under Treas. Reg. 301.7701-3, whose sole member is UCM Medical Group, Inc. (EIN: 47-4221241). |
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