INTEGRATED RESOURCES AMERICAN LEASING INVESTORS VII-B
10-Q/A, 1996-08-19
EQUIPMENT RENTAL & LEASING, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A


[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996

                         Commission file number 0-14460

             INTEGRATED RESOURCES AMERICAN LEASING INVESTORS VII-B,
                        A California Limited Partnership
             (Exact name of registrant as specified in its charter)


       CALIFORNIA                                                13-3244533
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                   411 West Putnam Avenue, Greenwich, CT 06830
                    (Address of principal executive offices)

                                 (203) 862-7000
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                    Yes    [ X ]          No [   ]

<PAGE>
                              INTEGRATED RESOURCES
                        AMERICAN LEASING INVESTORS VII-B,
                        A CALIFORNIA LIMITED PARTNERSHIP

                            FORM 10-Q - JUNE 30, 1996



                                      INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

         BALANCE SHEETS - June 30, 1996 and December 31, 1995 


         STATEMENTS OF OPERATIONS - For the three months ended June 30, 1996 and
              1995 and the six months ended June 30, 1996 and 1995


         STATEMENT OF PARTNERS' EQUITY - For the six months ended June 30, 1996


         STATEMENTS OF CASH FLOWS - For the six months  ended June 30,  1996 and
              1995


         NOTES TO FINANCIAL STATEMENTS 

      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS 


PART II - OTHER INFORMATION

      ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 

SIGNATURES 
<PAGE>
                                                   INTEGRATED RESOURCES
                                              AMERICAN LEASING INVESTORS VII-B,
                                              A CALIFORNIA LIMITED PARTNERSHIP

                                                      BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                            June 30,               December 31,
                                                                                              1996                    1995
                                                                                          -----------              -----------

<S>                                                                                       <C>                      <C>
 ASSETS
     Leased equipment - net of accumulated depreciation
        of $10,152,563 and $10,600,903 and allowance
        for equipment impairment of $1,581,420
        and $1,311,299 .........................................................          $ 3,760,838              $ 4,840,261
     Cash and cash equivalents .................................................              367,841                  148,205
     Accounts receivable .......................................................              119,211                  333,172
     Other receivables and prepaid expenses ....................................                1,133                    7,199
                                                                                          -----------              -----------
                                                                                          $ 4,249,023              $ 5,328,837
                                                                                          ===========              ===========

LIABILITIES AND PARTNERS' EQUITY

Liabilities

     Deferred income ...........................................................          $   504,980              $ 1,009,960
     Accounts payable and accrued expenses .....................................              172,875                   42,284
     Distributions payable .....................................................              109,964                     --
     Due to affiliates .........................................................                2,468                    7,842
     Notes payable .............................................................                 --                    290,216
     Accrued interest payable ..................................................                 --                      9,682
                                                                                          -----------              -----------
        Total liabilities ......................................................              790,287                1,359,984
                                                                                          -----------              -----------

Commitments and contingencies

Partners' equity
     Limited partners' equity (19,099 units issued
        and outstanding) .......................................................            3,518,654                4,023,669
     General partners' deficit .................................................              (59,918)                 (54,816)
                                                                                          -----------              -----------
        Total partners' equity .................................................            3,458,736                3,968,853
                                                                                          -----------              -----------
                                                                                          $ 4,249,023              $ 5,328,837
                                                                                          ===========             ============
</TABLE>  
See notes to financial statements.
<PAGE>


                                                     INTEGRATED RESOURCES
                                               AMERICAN LEASING INVESTORS VII-B,
                                               A CALIFORNIA LIMITED PARTNERSHIP

                                                    STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 For the three months ended             For the six months ended
                                                                          June 30,                              June 30,
                                                                 --------------------------             ------------------------
                                                                    1996               1995               1996              1995
                                                                 ---------          ---------          ---------          ---------
<S>                                                              <C>                <C>                <C>                <C>       
     Rental ............................................         $ 294,873          $ 445,559          $ 625,547          $ 891,118
     Other, principally interest .......................             3,210              1,746              6,596              4,136
                                                                 ---------          ---------          ---------          ---------
                                                                   298,083            447,305            632,143            895,254
                                                                 ---------          ---------          ---------          ---------

Costs and expenses
     Provision for equipment impairment ................           397,000               --              397,000               --
     Depreciation ......................................           228,567            282,480            471,019            564,959
     General and administrative ........................            26,474             20,367             47,566             43,680
     Fees to affiliates ................................             5,954              8,911             12,568             17,822
     Operating .........................................               562                337              1,348                951
     Interest ..........................................              --               59,979               --              119,958
                                                                 ---------          ---------          ---------          ---------
                                                                   658,557            372,074            929,501            747,370
                                                                 ---------          ---------          ---------          ---------

                                                                 (360,474)             75,231           (297,358)           147,884
                                                                                                        

Gain on disposition of equipment .......................            16,863              3,217             25,496              3,217
                                                                 ---------          ---------          ---------          ---------

Net (loss) income ......................................         $(343,611)         $  78,448          $(271,862)         $ 151,101
                                                                 =========          =========          =========          =========


Net (loss) income attributable to
     Limited partners ..................................         $(340,175)         $  77,664          $(269,143)         $ 149,590
     General partners ..................................            (3,436)               784             (2,719)             1,511
                                                                 ---------          ---------          ---------          ---------
                                                                 $(343,611)         $  78,448          $(271,862)         $ 151,101
                                                                 =========          =========          =========          =========
 Net (loss) income per unit of limited partnership
      interest (19,099 units outstanding)                       $   (17.81)         $    4.07          $ (14.09)          $    7.83
                                                                ==========          =========          ========           =========
</TABLE>
See notes to financial statements.
<PAGE>

                                                    INTEGRATED RESOURCES
                                               AMERICAN LEASING INVESTORS VII-B,
                                               A CALIFORNIA LIMITED PARTNERSHIP

                                                STATEMENT OF PARTNERS' EQUITY

<TABLE>
<CAPTION>
                                                                                       Limited         General          Total
                                                                                      Partners'       Partners'       Partners'
                                                                                       Equity          Deficit         Equity
                                                                                    -----------     -----------     -----------
<S>                                                                                 <C>             <C>             <C>
Balance, January 1, 1996 .......................................................    $ 4,023,669     $   (54,816)    $ 3,968,853

Net loss for the six months
     ended June 30, 1996 .......................................................       (269,143)         (2,719)       (271,862)
                                                                                                                         
Distributions to partners for the six
     months ended June 30, 1996
     ($12.35 per limited partnership unit) .....................................       (235,872)         (2,383)       (238,255)
                                                                                    -----------     -----------     -----------
Balance, June 30, 1996 .........................................................    $ 3,518,654     $   (59,918)    $ 3,458,736
                                                                                    ===========     ===========     ===========
</TABLE>
See notes to financial statements.
<PAGE>

                                                    INTEGRATED RESOURCES
                                              AMERICAN LEASING INVESTORS VII-B,
                                               A CALIFORNIA LIMITED PARTNERSHIP

                                                   STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                               For the six months ended
                                                                                                       June 30,
                                                                                           --------------------------------
                                                                                              1996                   1995
                                                                                           ---------              ---------
<S>                                                                                        <C>                    <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
Cash flows from operating activities
     Net (loss) income .........................................................           $(271,862)             $ 151,101
     Adjustments to reconcile net income to net
        cash provided by operating activities
            Depreciation .......................................................             471,019                564,959
            Provision for equipment impairment .................................             397,000                   --
            Amortization of deferred income ....................................            (504,980)                  --
            Gain on disposition of equipment ...................................             (25,496)                (3,217)
     Changes in assets and liabilities
        Accounts receivable ....................................................             213,961                 (8,785)
        Other receivables and prepaid expenses .................................               6,066                    175
        Accounts payable and accrued expenses ..................................             130,591                 (2,637)
        Due to affiliates ......................................................              (5,374)                  --
        Accrued interest payable ...............................................              (9,682)               (25,018)
                                                                                           ---------              ---------
               Net cash provided by operating activities .......................             401,243                676,578
                                                                                           ---------              ---------

Cash flows from investing activities
     Proceeds from disposition of equipment ....................................             236,900                 23,211
     Other non-operating payments ..............................................                --                   (4,800)
                                                                                           ---------              ---------
               Net cash provided by investing activities .......................             236,900                 18,411
                                                                                           ---------              ---------


Cash flows from financing activities
     Distributions to partners .................................................            (128,291)                  --
     Principal payments on notes payable .......................................            (290,216)              (699,198)
                                                                                           ---------              ---------
               Net cash used in financing activities ...........................            (418,507)              (699,198)
                                                                                           ---------              ---------

Net increase (decrease) in cash and cash equivalents ...........................             219,636                 (4,209)

Cash and cash equivalents, beginning of period .................................             148,205                148,460
                                                                                           ---------              ---------
Cash and cash equivalents, end of period .......................................           $ 367,841              $ 144,251
                                                                                           =========              =========
Supplemental disclosure of cash flow information
     Interest paid .............................................................           $   9,682              $ 144,976
                                                                                           =========              =========
</TABLE>
See notes to financial statements.
<PAGE>
                              INTEGRATED RESOURCES
                        AMERICAN LEASING INVESTORS VII-B,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS



                                                                                
1        INTERIM FINANCIAL INFORMATION

         The summarized  financial  information  contained  herein is unaudited;
         however, in the opinion of management, all adjustments (consisting only
         of normal recurring accruals) necessary for a fair presentation of such
         financial  information have been included.  The accompanying  financial
         statements, footnotes and discussion should be read in conjunction with
         the financial  statements,  related footnotes and discussions contained
         in  the  Integrated  Resources  American  Leasing  Investors  VII-B,  a
         California  Limited  Partnership (the  "Partnership")  annual report on
         Form  10-K for the  year  ended  December  31,  1995.  The  results  of
         operations for the six months ended June 30, 1996, are not  necessarily
         indicative of the results to be expected for the full year.

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Leased equipment

         The  cost  of  leased  equipment  represents  the  initial  cost of the
         equipment to the Partnership plus miscellaneous acquisition and closing
         costs,  and  is  carried  at  the  lower  of  depreciated  cost  or net
         realizable value.

         Depreciation  is  computed  using the  straight-line  method,  over the
         estimated   useful   lives  of  such   assets   (13  to  15  years  for
         transportation equipment).

         When  equipment  is  sold  or  otherwise  disposed  of,  the  cost  and
         accumulated  depreciation  (and any  related  allowance  for  equipment
         impairment)  are removed from the accounts and any gain or loss on such
         sale or disposal is reflected in  operations.  Normal  maintenance  and
         repairs are charged to operations as incurred. The Partnership provides
         allowances for equipment  impairment  based upon a quarterly  review of
         all equipment in its portfolio,  when management  believes that,  based
         upon market analysis,  appraisal  reports and leases currently in place
         with respect to specific  equipment,  the  investment in such equipment
         may not be recoverable.

3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The corporate  general  partner of the  Partnership,  ALI Capital Corp.
         (the "Corporate General Partner"),  the managing general partner of the
         Partnership,  ALI Equipment Management Corp.  ("Equipment  Management")
         and Integrated  Resources  Equipment  Group,  Inc.  ("IREG") are wholly
         owned subsidiaries of Presidio Capital Corp.  ("Presidio").  Z Square G
         Partners  II was  the  associate  general  partner  of the  Partnership
         through February 27, 1995. On February 28, 1995,  Presidio Boram Corp.,
         a subsidiary of Presidio,  became the associate general partner.  Other
         limited  partnerships and similar investment  programs have been formed
         by Equipment  Management or its  affiliates to acquire  equipment  and,
<PAGE>
3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

         accordingly,  conflicts of interest may arise  between the  Partnership
         and such other limited partnerships. Affiliates of Equipment Management
         have also engaged in businesses  related to the management of equipment
         and the sale of various  types of equipment  and may transact  business
         with the Partnership.

         Subject  to the  rights  of the  Limited  Partners  under  the  Limited
         Partnership  Agreement,  Presidio will control the Partnership  through
         its direct or  indirect  ownership  of all of the  shares of  Equipment
         Management, the Corporate General Partner and, as of February 28, 1995,
         the  associate  general  partner.   Presidio  is  managed  by  Presidio
         Management Company, LLC ("Presidio  Management"),  a company controlled
         by a director of Presidio.  Presidio  Management is responsible for the
         day-to-day   management  of  Presidio  and,  among  other  things,  has
         authority to designate directors of Equipment Management, the Corporate
         General  Partner  and the  associate  general  partner.  In March 1996,
         Presidio   Management   assigned  its  agreement  for  the   day-to-day
         management of Presidio to Wexford Management LLC ("Wexford").

         Presidio is a liquidating  company.  Although Presidio has no immediate
         plans to do so, it will  ultimately seek to dispose of the interests it
         acquired from Integrated Resources, Inc. through liquidation;  however,
         there can be no  assurance  of the  timing of such  transaction  or the
         effect it may have on the Partnership.

         In March 1995, Presidio elected new directors for Equipment Management.
         Wexford  Management  Corp.,  formerly  Concurrency   Management  Corp.,
         provides management and administrative services to Presidio, its direct
         and indirect  subsidiaries,  as well as to the  Partnership.  Effective
         January 1, 1996,  Wexford  Management  Corp.  assigned its agreement to
         provide  management  and  administrative  services to Presidio  and its
         subsidiaries  to Wexford.  During the six months  ended June 30,  1996,
         reimbursable  expenses  to  Wexford  by  the  Partnership  amounted  to
         $14,155.

         The Partnership entered into a management agreement with IREG, pursuant
         to which  IREG would  receive 5% of annual  gross  rental  revenues  on
         operating  leases;  2% of annual gross  rental  revenues on full payout
         leases  which  contain  net lease  provisions;  and 1% of annual  gross
         rental  revenues if services are  performed by third  parties under the
         active  supervision  of IREG,  as  defined in the  Limited  Partnership
         Agreement.  For the six  months  ending  June 30,  1996 and  1995,  the
         Partnership incurred expenses of $12,512 and $17,822, respectively, for
         such management services.

         During  the  operating  and  sale  stage  of the  Partnership,  IREG is
         entitled to a partnership  management fee equal to 4% of  distributable
         cash from operations,  as defined in the Limited Partnership Agreement,
         subject to increase  after the limited  partners have received  certain
         specified minimum returns on their investment. For the six months ended
         June 30, 1996,  the  Partnership  incurred  partnership  management fee
         expense of $56. No such amount was incurred during the six months ended
         June 30, 1995.

         The general  partners  are  entitled to 1% of  distributable  cash from
         operations  and cash from sales and an  allocation of 1% of taxable net
         income or loss of the Partnership.
<PAGE>
3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

         During the  operating  and sale stage of the  Partnership,  IREG may be
         entitled to receive  certain other fees which are  subordinated  to the
         receipt by the limited partners of their original  invested capital and
         certain specified minimum returns on their investment.

         Upon the ultimate liquidation of the Partnership,  the general partners
         may  be  required  to  remit  to  the  Partnership   certain   payments
         representing  capital account deficit  restoration based upon a formula
         provided within the Limited  Partnership  Agreement.  Such  restoration
         amount may be less than the recorded general partners'  deficit,  which
         could  result in  distributions  to the  limited  partners of less than
         their recorded equity.

         In April 1995, Equipment Management and certain affiliates entered into
         an agreement with Fieldstone Private Capital Group, L.P. ("Fieldstone")
         pursuant  to  which   Fieldstone   performs   certain   management  and
         administrative  services relating to the Partnership as well as certain
         other  partnerships  in which  Equipment  Management  serves as general
         partner.  Substantially  all costs  associated  with the  retention  of
         Fieldstone will be paid by Equipment Management.

4        DISTRIBUTIONS TO PARTNERS

         Distributions  payable to the Limited  Partners and General Partners of
         $108,864 ($5.70 per unit) and $1,100,  respectively,  at June 30, 1996,
         were paid in August 1996.

5        EQUIPMENT SALES - 1996

         On February 8, 1996 the  Partnership  entered  into an  agreement  (the
         "Agreement") with an unaffiliated  third party (the "Purchaser")  which
         provides  for  the  sale  of  407  dry  van  piggyback   trailers  (the
         "Trailers") upon their return from the lessee. Pursuant to the terms of
         the Agreement, redelivery of the Trailers commenced on or about January
         2, 1996 and will continue  through the earlier of the date at which all
         Trailers have been  delivered  and December 31, 1996. In addition,  the
         basic term of the lease expired  effective  December 31, 1995, but each
         Trailer  remains subject to the terms of its lease until the date it is
         redelivered  by lessee in  compliance  with the  return  conditions  as
         defined in the lease  agreement.  At present,  the return  dates of the
         Trailers which remain on lease have not been finalized.  As of June 30,
         1996, 92 Trailers were  transferred  to and accepted by Purchaser for a
         purchse price of $2,575 each.

         The 92 Trailers were sold for sales proceeds aggregating  $236,900.  At
         the time of the sale,  the net  carrying  value of the 92 Trailers  was
         $211,404.  The 92 Trailers had originally been acquired in January 1986
         for an aggregate  purchase cost of $1,257,643,  inclusive of associated
         acquisition costs.

6        EQUIPMENT LEASE PREPAYMENT

         In December 1985, the Partnership,  through an equipment trust of which
         it is the sole  beneficiary,  acquired a Boeing  727-200  Aircraft (the
         "Aircraft")  and  immediately  leased  the  Aircraft  back to  Piedmont
         Aviation,  Inc. (the  "Aircraft  Lease").  The  Partnership  provided a
         portion of the purchase price by utilizing approximately 40% of the net
<PAGE>
         proceeds   from  the   Partnership's   offering  of  units  of  limited
         partnership  interest.  The  balance was  provided  by the  Partnership
         assuming a loan from an unaffiliated third party lender (the "Lender").
         The loan, which was nonrecourse, was anticipated to be self-liquidating
         by the  application of rentals due over the life of the Aircraft Lease.
         Subsequent to 1985,  the  operations of Piedmont were merged into USAir
         Group, Inc. ("USAir").

         In early 1995,  USAir publicly  announced that it anticipated  reducing
         its fleet  size and  during  1995,  planned  to retire or dispose of 21
         aircraft  including  its six  remaining  727-200  aircraft.  During the
         quarter ended June 30, 1995,  USAir  indicated  that the Aircraft would
         require a heavy maintenance check under the USAir maintenance  program.
         Rather  than  perform  such  heavy  maintenance,   USAir  grounded  the
         Aircraft.

         In October 1995,  the  Partnership  and USAir entered into an agreement
         (the  "Agreement")  that provided for a  restructuring  of the Aircraft
         Lease.  Pursuant to the terms of the Agreement,  USAir agreed to make a
         payment to the Lender equal to the outstanding  principal  balance plus
         interest  which  accrued  through  October  30,  1995 in the  amount of
         $1,553,452.  This payment fully retired the associated nonrecourse debt
         and relieved USAir of all future Basic Rent  obligations  due under the
         Aircraft Lease.  Additionally,  pursuant to the terms of the Agreement,
         USAir  commenced a world-wide  remarketing  effort  directed toward the
         sale of the Aircraft (see Note 7).

   
7        SUBSEQUENT EVENT

         On July 16,  1996,  the  Partnership  sold the Aircraft to an unrelated
         third party for sales proceeds of approximately $2,950,000 less selling
         expenses of  approximately  $307,500.  Concurrently  with the sale, the
         Partnership  and USAir  terminated  the  Aircraft  Lease,  scheduled to
         expire  January 2, 1997.  In  addition,  the  Partnership  retained and
         recognized   as  income   approximately   $462,900   representing   the
         outstanding  balance of the October 1995 lease prepayment.  At the time
         of sale,  such  Aircraft  had a net  carrying  value  of  approximately
         $3,105,400.
    
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         Liquidity and Capital Resources

         The  Partnership  declared  a cash  distribution  of $5.70  per unit of
         limited  partnership  interest  totaling $109,964 for the quarter ended
         June 30, 1996, which represented cash from sales of $108,150  generated
         during the current quarter,  as well as from cash reserves generated in
         prior quarters.

         At  June  30,  1996,  the   Partnership   had  operating   reserves  of
         approximately  $203,000 which was comprised of undistributed  cash from
         operations  of  approximately  $108,000,  as  well as  general  working
         capital reserves of $95,485.

         In December 1985, the Partnership,  through an equipment trust of which
         it is the sole  beneficiary,  acquired a Boeing  727-200  Aircraft (the
         "Aircraft")  and  immediately  leased  the  Aircraft  back to  Piedmont
         Aviation,  Inc. (the  "Aircraft  Lease").  The  Partnership  provided a
         portion of the purchase price by utilizing approximately 40% of the net
         proceeds   from  the   Partnership's   offering  of  units  of  limited
         partnership  interest.  The  balance was  provided  by the  Partnership
         assuming a loan from an unaffiliated third party lender (the "Lender").
         The loan, which was nonrecourse, was anticipated to be self-liquidating
         by the  application of rentals due over the life of the Aircraft Lease.
         Subsequent to 1985,  the  operations of Piedmont were merged into USAir
         Group, Inc. ("USAir").

         In early 1995,  USAir publicly  announced that it anticipated  reducing
         its fleet  size and  during  1995,  planned  to retire or dispose of 21
         aircraft  including  its six  remaining  727-200  aircraft.  During the
         quarter ended June 30, 1995,  USAir  indicated  that the Aircraft would
         require a heavy maintenance check under the USAir maintenance  program.
         Rather  than  perform  such  heavy  maintenance,   USAir  grounded  the
         Aircraft.

         In October 1995,  the  Partnership  and USAir entered into an agreement
         (the  "Agreement")  that provided for a  restructuring  of the Aircraft
         Lease.  Pursuant to the terms of the Agreement,  USAir agreed to make a
         payment to the Lender equal to the outstanding  principal  balance plus
         interest  which  accrued  through  October  30,  1995 in the  amount of
         $1,553,452.  This payment fully retired the associated nonrecourse debt
         and relieved USAir of all future Basic Rent  obligations  due under the
         Aircraft Lease.  Additionally,  pursuant to the terms of the Agreement,
         USAir  commenced a world-wide  remarketing  effort  directed toward the
         sale of the Aircraft.

         On July 16,  1996,  the  Partnership  sold the Aircraft to an unrelated
         third party for sales proceeds of approximately $2,950,000 less selling
         expenses of approximately  $307,500.  Concurrently  with the sale,  the
         Partnership  and USAir  terminated  the  Aircraft  Lease,  scheduled to
         expire  January 2, 1997.  In  addition,  the  Partnership  retained and
         recognized   as  income   approximately   $462,900   representing   the
         outstanding  balance of the October 1995 lease prepayment.  At the time
         of sale,  such  Aircraft  had a net  carrying  value  of  approximately
         $3,105,400.
<PAGE>
         Liquidity and Capital Resources (continued)

         On February 8, 1996 the  Partnership  entered  into an  agreement  (the
         "Agreement") with an unaffiliated  third party (the "Purchaser")  which
         provides  for  the  sale  of  407  dry  van  piggyback   trailers  (the
         "Trailers") upon their return from the lessee. Pursuant to the terms of
         the Agreement, redelivery of the Trailers commenced on or about January
         2, 1996 and will continue  through the earlier of the date at which all
         Trailers have been  delivered  and December 31, 1996. In addition,  the
         basic term of the lease expired  effective  December 31, 1995, but each
         Trailer  remains subject to the terms of its lease until the date it is
         redelivered  by lessee in  compliance  with the  return  conditions  as
         defined  in the  lease  agreement.  At  present,  the  return  dates of
         Trailers which remain on lease have not been finalized.  As of June 30,
         1996,  92  Trailers  have  been  transferred  to  and  accepted  by the
         Purchaser for a purchase price of $2,575 each.

         It is the Partnership's  intention to maintain reserves  (including the
         general   working   capital   reserve)   sufficient   to  support   the
         Partnership's  future  obligations.   In  the  future,   liquidity  and
         distribution  levels may fluctuate based upon (i) the net proceeds from
         the sale of the Aircraft on July 16, 1996  available for  distribution,
         (ii)  closing  the sale of the  Trailers as  mentioned  above and (iii)
         requirements  for  operating  reserves,  if any.  Upon  the sale of the
         remaining  assets,  the  Partnership  will have  liquidated  all of its
         equipment  portfolio.  The Managing General Partner will then prepare a
         final  accounting  of the  assets  and  liabilities  and  commence  the
         dissolution  and  termination  of the  Partnership  and  make  a  final
         distribution to partners.

         At the present  time,  the level of fees  payable to IREG for  services
         rendered to the  Partnership  and other  affiliated  equipment  leasing
         partnerships  is  declining.  The  effect of this  situation  cannot be
         determined  at  this  point.  The  management  agreements  between  the
         Partnership  and  IREG  may be  terminated  by  either  party  to  such
         agreements.

         In April 1995,  the  Managing  General  Partner and certain  affiliates
         entered into an agreement with Fieldstone  pursuant to which Fieldstone
         performs certain management and administrative services relating to the
         assets of the  Partnership  as well as certain  other  partnerships  in
         which  the  Managing   General  Partner  serves  as  general   partner.
         Substantially  all costs  associated  with the  retention of Fieldstone
         will be paid by the Managing General Partner.

         On February 28, 1995,  Presidio  Boram Corp., a subsidiary of Presidio,
         became the Associate General Partner, upon the withdrawal of Z Square G
         Partners II, the former Associate General Partner.

         Inflation and changing  prices have not had any material  effect on the
         Partnership's  revenues since its inception,  nor does the  Partnership
         anticipate any material effect on its business from these factors.

         The  Partnership  had no outstanding  material  commitments for capital
         expenditures as of June 30, 1996.
<PAGE>
         Liquidity and Capital Resources (continued)

         Results of Operations (continued)

         Net income decreased significantly for the quarter and six months ended
         June 30, 1996,  accounting for net losses,  as compared with net income
         for  the  prior  year's  periods,  primarily  due  to a  provision  for
         equipment  impairment  to  recognize  the  decrease in the net carrying
         value of the  Aircraft,  as well as the  reduction in rental  revenues,
         partially offset by a reduction in depreciation and other expenses.

         The  Partnership's  rental  revenues  decreased for the quarter and six
         months  ended June 30, 1996,  as compared to the prior year's  periods,
         primarily due to the  restructuring of the USAir lease,  effective July
         1, 1995, as well as a reduction in rental  revenues with respect to the
         Trailers  which are in the  process  of being  returned  and  sold,  as
         previously discussed.

         Expenses decreased in the quarter and six months ended June 30, 1996 in
         comparison to the prior year's periods.  There was no interest  expense
         for  the  quarter  and  six  months  ended  June  30,  1996  due to the
         retirement  of the  nonrecourse  loan  associated  with the Trailers on
         January 2, 1996.  Fees to  affiliates  decreased  due to a decrease  in
         equipment  management  fees  resulting  from the decrease in rentals on
         which such fees are based.  Depreciation  expense decreased,  resulting
         from the  restructuring  of the USAir lease,  during the quarter  ended
         September 30, 1995. A provision  for  equipment  impairment of $397,000
         was  recognized  during the quarter  ended June 30, 1996 to reflect the
         reduced value of the Aircraft. Administrative expenses increased during
         the quarter and six months ended June 30, 1996 when  compared  with the
         prior year's periods.
<PAGE>
PART II - OTHER INFORMATION

ITEM 6 -   EXHIBITS AND REPORTS ON FORM 8-K



(a)      Exhibits:  None
(b)      Reports on Form 8-K:  None





<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Partnership  has duly  caused  this  report to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                               Integrated Resources
                                               American Leasing Investors VII-B,
                                               a California Limited Partnership
                                         By:   ALI Equipment Management Corp.
                                               Managing General Partner




                                        /S/    Douglas J. Lambert
                                               -------------------------
                                               Douglas J. Lambert
                                               President (Principal Executive
                                               and Financial Officer)
                                                      




















Date: August 16, 1996


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