Epic Associates 84-III, William C. Griffith, Jr. - Page 7




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             deficits through April 15, 1983, and $1,165,334 of the                   
             offering proceeds would be available for cash-flow                       
             deficits after that date.  The projected annual income                   
             and operating costs of EA 83-XII as set forth in the 83                  
             offering memorandum show an annual operating deficit of                  
             $345,344 calculated as follows:                                          
                                                          Percentage of               
             Projected Annual Income           Amount     Total Income                
             Builder lease                   $65,784          20.30                   
             Rental income (less 20%                                                  
             vacancy & expense factor)         258,240      79.70                     
             Total projected income            324,024      100.00                    

             Annual Operating Expenditures                                            
             Aggregate first mortgage                                                 
             principal & interest            $546,102  168.54                         
             Real estate taxes               49,213        15.19                      
             Insurance & homeowner's dues    21,500         6.64                      
             Audit expenses                  4,877         1.51                       
             Property administration fee     30,600         9.44                      
             Allowance for maintenance & repairs17,076       5.27                      
             Total projected cash expenditures 669,368         206.59                 
             Projected operating deficit       345,344      106.59                    

             The 83 offering memorandum also includes a cash-flow                     
             analysis for EA 83-XII from inception to June 30, 1987,                  
             as set forth in appendix A to this opinion.                              
                 In the 83 offering memorandum, it was contemplated that              
             EPIC would finance the partnership's operating deficits by               
             advancing funds to the partnership.  The 83 partnership                  
             agreement provides that EA 83-XII would pay interest on all              






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