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Alpha Microsystems – ‘10-Q/A’ for 6/30/00

On: Friday, 8/18/00, at 3:25pm ET · For: 6/30/00 · Accession #: 1095811-0-2919 · File #: 0-10558

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/18/00  Alpha Microsystems                10-Q/A      6/30/00    3:48K                                    Bowne of Los Ang… Inc/FA

Amendment to Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q/A      Amendment No. 1 to Form 10-Q Period Ended 06-30-00    18     84K 
 2: EX-10.58    Material Contract                                      2     12K 
 3: EX-27       Financial Data Schedule                                1      6K

10-Q/A — Amendment No. 1 to Form 10-Q Period Ended 06-30-00
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Alpha Microsystems Ebitda Exhibits and Reports on Form 8-K Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations Submission of Matters to a Vote of Security Holders
1	1st Page - Filing Submission
"	Alpha Microsystems
3	Item 1. Financial Statements
11	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
13	Ebitda
16	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 6. Exhibits and Reports on Form 8-K

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A 

AMENDMENT NO. 1 

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

For the quarterly period ended June 30, 2000                            

Or

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

  For the transition period from ____________________ to ___________________

COMMISSION FILE NUMBER 0-10558

ALPHA MICROSYSTEMS
(Exact name of registrant as specified in its charter)

     CALIFORNIA                                             95-3108178
(State or other jurisdiction of                               (I.R.S. Employer  
incorporation or organization)                               Identification No.)

2722 S. FAIRVIEW STREET, SANTA ANA, CA 92704
 (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (714) 641-6500

Indicate by check mark 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  
      ---      ---

As of August 4, 2000, there were 14,151,409 shares of the registrant's Common   
Stock outstanding.                                                              

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EXPLANATORY NOTE:                                                               

This filing is made to amend and restate in its entirety the Registrant's       
Quarterly Report on Form 10-Q dated August 14, 2000. There are no differences   
between the two filings except to correct the column heading dates of the       
Condensed Consolidated Balance Sheet to properly read "June 30, 2000" and       
"December 31, 1999" from left to right (the original Form 10-Q included         
incorrect column heading dates of "June 30, 1999" and "December 31, 2000").     

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ALPHA MICROSYSTEMS

 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                                PAGE NUMBER
                                                                                -----------
                                                                                           
PART I --  FINANCIAL INFORMATION                                                           

           Item 1. Financial Statements                                                    

                   Condensed Consolidated Balance Sheets at June 30, 2000                  
                   (Unaudited) and December 31, 1999                                   3   

                   Condensed Consolidated Statements of Operations (Unaudited)             
                   for the Three and Six Months Ended June 30, 2000 and 1999           4   

                   Condensed Consolidated Statements of Cash Flows (Unaudited)             
                   for the Six Months Ended June 30, 2000 and 1999                     5   

                   Notes to Condensed Consolidated Financial Statements                6   

           Item 2. Management's Discussion and Analysis of Financial Condition             
                   and Results of Operations                                          10   

PART II -- OTHER INFORMATION                                                               

           Item 4. Submission of Matters to a Vote of Security Holders                15   

           Item 6. Exhibits and Reports on Form 8-K                                   15   

           SIGNATURES                                                                 16   

           EXHIBIT INDEX                                                              17   

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PART I.  FINANCIAL INFORMATION                                                  

ITEM 1. FINANCIAL STATEMENTS                                                    

ALPHA MICROSYSTEMS

 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data)

                                                                [Download Table]

                                                            June 30,  December 31,
                                                             2000        1999     
                                                           --------   ------------
                                                         (Unaudited)   (Note 1)   
                                                                                  
ASSETS                                                                            

Current assets:                                                                   
   Cash and cash equivalents                               $ 10,811    $  1,160   
   Accounts receivable, net of allowance for doubtful                             
     accounts of $62 and $40 at June 30, 2000 and                                 
     December 31, 1999, respectively                          2,131       3,391   
   Prepaid expenses and other current assets                    527         221   
   Account Receivable from R.E. Mahmarian Enterprises                             
     (Net assets held for sale at December 31, 1999)            230         500   
                                                           --------    --------   
     Total current assets                                    13,699       5,272   

Property and equipment, net of accumulated depreciation                           
  of $740 and $385 at June 30, 2000 and December 31,                              
  1999, respectively                                          2,663       2,025   
Intangibles, net of accumulated amortization of $872                              
  and $612 at June 30, 2000 and December 31, 1999,                                
  respectively                                                8,404       8,543   
Other assets                                                    478         469   
                                                           --------    --------   
     Total assets                                          $ 25,244    $ 16,309   
                                                           ========    ========   
LIABILITIES AND SHAREHOLDERS' EQUITY                                              

Current liabilities:                                                              
   Bank borrowings                                         $     --    $    688   
   Accounts payable                                           1,571       1,615   
   Accrued compensation                                         240         444   
   Other accrued liabilities                                  1,491       1,189   
   Deferred revenue                                             936       1,013   
                                                           --------    --------   
     Total current liabilities                                4,238       4,949   

Other long-term liabilities                                     274         274   
Deferred gain on sale of Businesses to R.E                                        
  Mahmarian Enterprises                                       1,184       2,726   

Commitments and contingencies                                                     

Redeemable preferred stock, no par value;                                         
  2,501 issued and outstanding at June 30,                                        
  2000 and December 31, 1999; liquidation                                         
  value $2,578 at June 30, 2000                               2,216       2,190   

Other shareholders' equity:                                                       
  Exchangeable redeemable preferred stock, no                                     
    par value; 5,000,000 shares authorized; 17,891                                
    issued and outstanding at June 30, 2000 and                                   
    December 31, 1999; liquidation value $18,450                                  
    at June 30, 2000                                         15,601      15,395   
  Common stock, no par value; 40,000,000 shares                                   
    authorized; 14,148,909 and 11,678,025 shares                                  
    issued and outstanding at June 30, 2000 and                                   
    December 31, 1999, respectively                          46,793      32,914   
  Warrants                                                    2,655       2,655   
  Accumulated deficit                                       (47,740)    (44,832)  
  Accumulated other comprehensive income                         23          38   
                                                           --------    --------   
    Total other shareholders' equity                         17,332       6,170   
                                                           --------    --------   
    Total liabilities and shareholders' equity             $ 25,244    $ 16,309   
                                                           ========    ========   

See accompanying notes                                                          

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ALPHA MICROSYSTEMS

 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 (In thousands, except per share data)

                                                        [Enlarge/Download Table]

                                                Three Months Ended            Six Months Ended     
                                             -------------------------   ------------------------- 
                                             June 30,         June 30,   June 30,         June 30, 
                                               2000             1999       2000             1999   
                                             --------         --------   --------         -------- 
                                                                                                   
Net sales:                                                                                         
  IT Services                                $  2,834         $  7,767   $  7,191         $ 16,158 
  Product                                         123            1,291        385            2,505 
                                             --------         --------   --------         -------- 
    Total net sales                             2,957            9,058      7,576           18,663 
                                             --------         --------   --------         -------- 
Cost of sales:                                                                                     
  IT Services                                   2,373            5,789      5,734           12,145 
  Product                                          41              896        297            1,784 
                                             --------         --------   --------         -------- 
    Total cost of sales                         2,414            6,685      6,031           13,929 
                                             --------         --------   --------         -------- 
Gross margin                                      543            2,373      1,545            4,734 

Operating expenses:                                                                                
  Selling, general and administrative           2,111            3,068      4,050            5,929 
  Engineering, research and development           203              303        374              624 
                                             --------         --------   --------         -------- 
    Total operating expenses                    2,314            3,371      4,424            6,553 
                                             --------         --------   --------         -------- 

Loss from operations                           (1,771)            (998)    (2,879)          (1,819)

Other (income) expense:                                                                            
  Interest income                                (162)             (10)      (169)             (50)
  Interest expense                                  1               24         21               51 
  Gain on dispositions of businesses             (443)              --     (1,327)              -- 
  Other income, net                                (6)            (225)       (18)            (214)
                                             --------         --------   --------         -------- 
    Total other income                           (610)            (211)    (1,493)            (213)
                                             --------         --------   --------         -------- 

Loss before taxes                              (1,161)            (787)    (1,386)          (1,606)
Income tax expense                                  2               --         15               -- 
                                             --------         --------   --------         -------- 
Net loss                                       (1,163)            (787)    (1,401)          (1,606)
Accretion on redeemable preferred stock          (116)             (11)      (232)             (55)
Dividends on redeemable preferred stock          (638)            (337)    (1,275)            (675)
                                             --------         --------   --------         -------- 
Net loss attributable to common shares       $ (1,917)        $ (1,135)  $ (2,908)        $ (2,336)
                                             ========         ========   ========         ======== 

Basic and diluted net loss per common share  $  (0.14)        $  (0.10)  $  (0.22)        $  (0.20)
                                             ========         ========   ========         ======== 
Number of shares used in computing                                                                 
  basic and diluted per share amounts          14,142           11,602     12,964           11,576 
                                             ========         ========   ========         ======== 

See accompanying notes.                                                         

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ALPHA MICROSYSTEMS

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
(In thousands)

                                                        [Enlarge/Download Table]

                                                                    Six Months Ended    
                                                               -------------------------
                                                                June 30,        June 30,
                                                                 2000             1999  
                                                               ---------        --------
                                                                                        
Cash flows from operating activities:                                                   
     Net loss                                                  $ (1,401)        $(1,606)
     Adjustments to reconcile net loss to net cash                                      
        used in operating activities:                                                   
           Gain on sale of businesses, net                       (1,327)           (232)
           Depreciation and amortization                            676             800 
           Provision for losses on accounts receivable               21             (35)
           Other changes in operating assets and liabilities,                           
             net of effects of acquisitions and disposals:                              
               Accounts receivable                                1,126            (102)
               Prepaid expenses and other current assets           (289)           (156)
               Accounts payable and accrued liabilities            (537)           (313)
               Accrued compensation                                (204)            (26)
               Deferred revenue                                     (77)            726 
               Other, net                                           (43)            (30)
                                                               --------         ------- 
           Net cash used in operating activities                 (2,055)           (974)
                                                               --------         ------- 

Cash flows from investing activities:                                                   
     Purchases of equipment                                      (1,030)         (1,888)
     Sale of Businesses                                             270              -- 
     Capitalization of software development costs                  (163)           (155)
     Acquisition of IT Services assets                               --            (196)
     Other, net                                                     (16)            (22)
                                                               --------         ------- 
        Net cash used in investing activities                      (939)         (2,261)
                                                               --------         ------- 

 Cash flows from financing activities:                                                  
     Issuance of common stock, net                               13,849           1,174 
     Principal repayments on debt                                  (737)           (175)
     Line of credit, net                                             --           1,000 
     Payment of preferred stock dividends                          (459)           (644)
     Other, net                                                      (7)             (7)
                                                               --------         ------- 
          Net cash provided by financing activities              12,646           1,348 

Effect of exchange rate changes on cash and cash equivalents         (1)              5 
                                                               --------         ------- 

Increase (decrease) in cash and cash equivalents                  9,651          (1,882)
Cash and cash equivalents at beginning of period                  1,160           4,930 
                                                               --------         ------- 

Cash and cash equivalents at end of period                     $ 10,811         $ 3,048 
                                                               ========         ======= 

See accompanying notes.                                                         

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ALPHA MICROSYSTEMS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  INTERIM ACCOUNTING POLICY                                                   

In the opinion of management of Alpha Microsystems (the "Company" or "Alpha     
Micro"), the accompanying unaudited condensed consolidated financial statements 
contain all adjustments necessary to fairly present the consolidated financial  
position of the Company at June 30, 2000, and the consolidated results of its   
operations for the three- and six-month periods ended June 30, 2000 and 1999,   
and its cash flows for the six-month periods ended June 30, 2000 and 1999. These
condensed consolidated financial statements do not include all disclosures      
normally presented annually under generally accepted accounting principles and, 
therefore, they should be read in conjunction with the Company's Annual Report  
on Form 10-K for the year ended December 31, 1999. Certain prior period amounts 
have been reclassified to conform to the current period presentation. The       
results of operations for the periods ended June 30, 2000 are not necessarily   
indicative of the results to be expected for any future period.                 

The balance sheet at December 31, 1999 has been derived from the audited        
consolidated financial statements at that date but does not include all of the  
information and footnotes required by generally accepted accounting principles  
for complete financial statements.                                              

REVENUE RECOGNITION                                                             

The Company recognizes revenue on its information technology service sales and  
post contract customer support on a straight-line basis over the contract       
period, recognizes revenue on its product sales on shipment, and recognizes     
software license revenue in accordance with Statement of Position 97-2, Software
Revenue Recognition ("SOP 97-2"). Under the terms of SOP 97-2, where an         
arrangement to deliver software does not require significant production,        
modification or customization, the Company recognizes license revenue when all  
of the following criteria are met: persuasive evidence of an arrangement exists;
delivery has occurred; the fee is fixed or determinable; and collection is      
probable. The Company's product revenues for the three-month period ended June  
30, 2000 consist solely of Internet software license fees. Product revenues for 
the six-month period ended June 30, 2000 and the comparable three- and six-month
periods in 1999 also include revenues derived from the computer hardware        
manufacturing division which was sold to R.E. Mahmarian Enterprises, LLC ("R.E. 
Mahmarian Enterprises") on January 31, 2000.                                    

COMPREHENSIVE INCOME                                                            

Statement of Financial Accounting Standards No. 130, Reporting Comprehensive    
Income ("SFAS 130") requires foreign currency translation adjustments to be     
included in other comprehensive income. For the six months ended June 30, 2000  
and 1999, total comprehensive loss amounted to $1,416,000 and $1,585,000,       
respectively.                                                                   

LINE OF CREDIT                                                                  

As of December 31, 1999, the Company had a loan facility with a bank under which
a $4 million accounts receivable line of revolving credit was designated for    
working capital and $1 million was designated to finance acquisitions. The loan 
facility was secured by substantially all of the Company's assets. On March 28, 
2000, the Company terminated the revolving line of credit and, on March 31,     
2000, the Company repaid in full the loan                                       

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designated for acquisitions. The Company is currently evaluating various        
alternatives for funding its ongoing working capital requirements, which may    
include obtaining a new revolving line of credit. There is no assurance that the
Company will obtain a new revolving line of credit.                             

PENDING ADOPTION OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 133         

In June 1998, the Financial Accounting Standards Board issued Statement of      
Financial Accounting Standards No. 133, Accounting for Derivative Instruments   
and Hedging Activities (SFAS No. 133). SFAS No. 133 establishes new standards   
for recording derivatives in interim and annual financial reports requiring that
all derivative instruments be recorded as assets or liabilities, measured at    
fair value. SFAS No. 133 is effective for fiscal years beginning after June 15, 
2000, and therefore we will adopt the new requirements effective with the filing
of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. We do
not anticipate that the adoption of SFAS No. 133 will have a significant impact 
on our results of operations, financial position or cash flows.                 

2.  DIVESTITURES                                                                

On January 31, 2000, the Company completed the sale of substantially all of its 
assets associated with its Alpha Micro Services Division ("AMSO") and its Alpha 
Micro Operating System ("AMOS") computer hardware manufacturing division        
(collectively the "Businesses") to R.E. Mahmarian Enterprises for consideration 
of approximately $3.2 million, consisting primarily of liabilities of the       
Businesses that were assumed by R.E. Mahmarian Enterprises. The Company also    
received a ten percent contingent interest in gross cash and non-cash proceeds  
that may be received by R.E. Mahmarian Enterprises upon the occurrence of       
certain liquidity events, as defined in the asset purchase agreement, following 
R.E. Mahmarian Enterprises' acquisition of the Businesses. R.E. Mahmarian       
Enterprises is owned by Richard E. Mahmarian, a current member of the Company's 
Board of Directors.                                                             

Assets of the Businesses initially sold to R.E. Mahmarian Enterprises include   
certain accounts receivable, prepaid expenses, other current and non-current    
assets, inventories, fixed assets, information technology service contracts and 
capitalized software development costs. The Company has (i) granted R.E.        
Mahmarian Enterprises the right to use the name "Alpha Microsystems" and        
associated logos, marks and trade dress, (ii) transferred the rights to the     
trade names, logos and trademarks associated with the Businesses that were sold,
and (iii) entered into a five year license agreement providing R.E. Mahmarian   
Enterprises the right to use the Company's NQL Solutions technology for R.E.    
Mahmarian Enterprises' internal use in continuing operations of the Businesses. 
Additionally, the Company has agreed to sublease to R.E. Mahmarian Enterprises  
the portion of the Santa Ana, California facility presently occupied by the     
Businesses at amounts equal to cost.                                            

This sale indicates the assets sold to R.E. Mahmarian Enterprises were impaired 
and, accordingly, as of December 31, 1999, the Company recognized a loss on the 
sale of $6,728,000 and reclassified $2,726,000, representing deferred revenue at
December 31, 1999 related to contractual service obligations assumed by R.E.    
Mahmarian Enterprises for which performance continues to be guaranteed by the   
Company, to deferred gain on sale of Businesses to R.E. Mahmarian Enterprises.  
As of June 30, 2000, the deferred gain had been reduced to $1,184,000 due to the
operations of R.E. Mahmarian Enterprises and a corresponding reduction in the   
Company's contingent guarantee.                                                 

On March 15, 2000, the Company entered into another agreement whereby R.E.      
Mahmarian Enterprises, in exchange for $500,000 cash (recorded as net assets    
held for sale to R.E. Mahmarian Enterprises as of December 31, 1999) and the    
assumption of the remaining outstanding accounts payable of the Businesses,     
purchased the remaining                                                         

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net accounts receivable of the Businesses it acquired in the sale completed on  
January 31, 2000. On August 1, 2000, the terms of the agreement were amended    
such that payment of the remaining balance of $230,000 was extended to be due in
full by June 30, 2001, and that interest on the outstanding balance will be paid
monthly at an annualized rate of 10 percent. R.E. Mahmarian Enterprises may     
prepay all or a portion of the remaining balance prior to June 30, 2001 without 
penalty.                                                                        

The results from operations during the six months ended June 30, 2000, include a
net loss of $307,000 or $0.02 per share on $1,563,000 of revenue related to the 
Businesses. The results from operations during the six months ended June 30,    
1999 include a net loss of $962,000 or $0.08 per share on $10,570,000 of revenue
related to the Businesses.                                                      

Effective April 1, 1999, the Company sold its telephone installation business   
for $650,000. The results from operations during the six months ended June 30,  
1999, include a net loss of $168,000 or $0.02 per share on $558,000 of revenue  
related to the telephone installation business.                                 

3.  PRIVATE PLACEMENT OF COMMON STOCK                                           

On March 30, 2000, the Company completed a private placement of 2,342,000 shares
of common stock which were sold at $6.25 per share, generating gross proceeds to
the Company of $14,637,500 with net proceeds of approximately $13,600,000.      
Hampshire Equity Partners II, L.P., the Company's preferred stockholder,        
purchased 995,400 of the shares of the Company's common stock issued in the     
private placement. The Company intends to use the net proceeds from this        
offering for marketing and further product enhancement in its NQL Solutions     
technology division and for general corporate purposes.                         

4. CONTINGENCIES                                                                

The Company is currently involved in certain claims and litigation. The Company 
does not consider any of these claims or litigation to be material. Management  
has made provisions in the Company's financial statements for the settlement of 
lawsuits for which unfavorable outcomes are both probable and estimable. In the 
opinion of management, results of known existing claims and litigation will not 
have a material adverse effect on the Company's consolidated financial position,
results of operations or cash flows.                                            

5. INDUSTRY SEGMENT INFORMATION                                                 

The Company currently operates in two business segments: (i) internet software  
based on the Company's Network Query Language; and (ii) IT professional services
consisting of management and consulting services, as well as network design,    
installation and maintenance. A third segment reflects the results of operations
of businesses which have been sold. The accounting policies of the reportable   
segments are the same as those described in the summary of significant          
accounting policies in the annual consolidated financial statements included in 
the Company's Annual Report on Form 10-K for the year ended December 31, 1999,  
except that certain expenses, such as interest, amortization of certain         
intangibles, special charges and general corporate expenses are not allocated to
the segments. In addition, certain assets including cash and cash equivalents,  
deferred taxes and certain intangible assets are held at corporate. The effect  
of capitalizing software costs is included in the Internet software segment.    

Prior to January 31, 2000, the Company evaluated its business according to the  
following two segments: (i) the servicing of computer systems, networks and     
related products; and (ii) the manufacture and sale of computer systems,        
software and related products. The operations of the telephone installation     
business and the managed                                                        

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service business, including the computer hardware manufacturing division, which 
were sold on April 1, 1999 and January 31, 2000, respectively, have been        
reclassified as the "businesses sold" segment. Prior periods have been          
reclassified to reflect this realignment.                                       

Selected financial information for the Company's reportable segments for the    
three and six months ended June 30, 2000 and 1999 follows:                      

                                                        [Enlarge/Download Table]


                                                 IT                                               
(In thousands)                    Internet  Professional  Corporate    Businesses                 
                                  Software    Services    Expenses        Sold        Consolidated
                                  --------  ------------  ---------    ----------     ------------
                                                                                                  
THREE MONTHS ENDED JUNE 30, 2000                                                                  
Revenues from external customers  $ 123       $ 2,834     $    --       $     -- (1)   $  2,957   
Segment income (loss)              (581)         (416)       (149)(2)        (17)(1)     (1,163)  

SIX MONTHS ENDED JUNE 30, 2000                                                                    
Revenues from external customers  $ 190       $ 5,823     $    --       $  1,563 (1)   $  7,576   
Segment income (loss)              (702)         (527)        135(2)        (307)(1)     (1,401)  

THREE MONTHS ENDED JUNE 30, 1999                                                                  
Revenues from external customers  $  78       $ 3,414     $    --       $  5,566       $  9,058   
Segment income (loss)               (80)          201        (495)          (413)          (787)  

SIX MONTHS ENDED JUNE 30, 1999                                                                    
Revenues from external customers  $ 122       $ 7,413     $    --       $ 11,128       $ 18,663   
Segment income (loss)              (189)          807      (1,094)        (1,130)        (1,606)  

-----------------                                                               

(1)   In January 2000, the Company closed the sale of a significant portion of  
the Company's operations to R.E. Mahmarian Enterprises.             

(2)   Includes a gain of $443 and $1,327 for the three and six months ended June
 30, 2000, respectively, from the sale of Businesses to R.E. Mahmarian
Enterprises.                                                        

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

This Quarterly Report on Form 10-Q contains certain forward-looking statements  
which involve risks and uncertainties, and our actual results may differ from   
our expectations. These forward looking statements include (i) the Company's    
ability to use the net proceeds from the private placement offering for         
marketing, for further product enhancement and for general corporate purposes;  
(ii) the Company's ability to increase revenue in the last six months of 2000;  
(iii) the market acceptance of the Company's products, including, but not       
limited to, its Network Query Language based Internet and intranet technology,  
and its information technology services; (iv) the Company's ability to obtain a 
new revolving line of credit; (v) the continued development of the Company's    
technical, manufacturing, sales, marketing and management capabilities; (vi) the
Company's ability to achieve future positive cash flows from its information    
technology professional services division; (vii) the discussion of the Company's
efforts, and management's expectations, relating to Year 2000 compliance; and   
(viii) any future performance, achievements, or industry results expressed or   
implied by such forward-looking statements.                                     

Assumptions relating to the foregoing involve judgments with respect to, among  
other things, future economic, competitive and market conditions, all of which  
are difficult or impossible to predict accurately and many of which are beyond  
the control of the Company. The forward-looking statements are dependent on a   
number of factors, including (i) the economic and competitive environment of the
computer maintenance and information technology ("IT") support services industry
in general, and in the Company's specific market areas, (ii) the Company's      
ability to identify acquisition candidates, (iii) the Company's ability to      
successfully integrate acquired operations with its existing operations, (iv)   
the Company's ability to develop, produce, and market products and services that
incorporate new technology, that are priced competitively, and achieve          
significant market acceptance, (v) whether the Company's products and IT        
Services will be commercially successful or sufficiently technically advanced   
due to the rapid improvements in computer technology and resulting product      
obsolescence, (vi) changes in the cost of IT Services, (vii) the Company's      
ability to deliver commercial quantities of new products in a timely manner,    
(viii) changes in the Company's operating strategy and capital expenditure      
plans, (ix) the Company's ability to manage its expenses commensurate to its    
revenues, (x) the ability of the Company to maintain required covenants under   
future credit facilities, and (xi) other factors. In addition, the business and 
operations of the Company are subject to substantial risks that increase the    
uncertainty inherent in the forward-looking information included herein. The    
inclusion of such information should not be regarded as a representation by the 
Company, or any other person that the objectives or plans of the Company will be
achieved.                                                                       

GENERAL                                                                         

After the sale of our historical principal business lines as described below, we
now focus exclusively on our two remaining operating divisions - our NQL        
Solutions technology division, which focuses on Internet infrastructure platform
technology and applications based on our Network Query Language, and our        
information technology professional services division, which was acquired on    
September 1, 1998 and provides management and consulting services, as well as   
network design, installation and maintenance.                                   

NQL Solutions Technology Division                                               

The NQL Solutions technology division serves the growing needs of e-commerce    
businesses and other commercial Internet users for improved bot and intelligent 
agent technologies which are designed to deliver rapid go-to-market platforms   
such as shoppers, comparison engines, conversion services, web-enabled          
applications and content                                                        

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engineering tools for the enterprise. This division created and developed       
Network Query Language(TM) (NQL(TM)), a proprietary scripting programming       
language that streamlines the development of intelligent agents, bots and Web   
applications. Currently, we believe NQL is the only programming language        
designed exclusively for the development of bots and intelligent agent          
technology. NQL provides an efficient rapid development environment for bots,   
intelligent agents and Web applications in much the same way as Structured Query
Language ("SQL") provided a common development environment for database         
applications. As a result, the NQL technology delivers substantial added value  
to information management, one of the most critical and growing needs on the    
Internet.                                                                       

We license the NQL technology to businesses so they can quickly create and use  
their own bots and intelligent agents in real time. The current target market   
for NQL based bot and intelligent agent technology platforms includes Internet  
integrators/solution providers, information technology departments of Fortune   
1000 and other large companies, Internet communities and marketplaces (portals  
and vortals), and independent software vendors. These businesses use NQL        
technology to quickly create their own intelligent agents to search the Web for 
specific information and then gather and organize that information for internal 
or external use. In addition, they may choose to license pre-packaged NQL       
designed "bolt on" applications and platforms to leverage the power of their    
enterprises for more efficient means.                                           

Information Technology Professional Services Division                           

Our information technology professional services division provides Internet and 
intranet consulting, networking design and implementation, circuit procurement, 
help desk services, premise wiring services, network administration, on-site    
technical management and consulting, installation and maintenance, and also     
cross-markets NQL based products and services to our customers. Additionally,   
this division provides a wide array of computer systems, data communications and
LAN/WAN information technology services and products to a customer base         
encompassing many industries. Specifically, this division serves large financial
institutions, major accounting firms, pharmaceutical companies, hospitals and   
universities. Most customers are located in the Northeast, but our customer base
also reaches as far as Florida and the West Coast.                              

Sale of Our Historic Principal Lines of Business                                

On January 31, 2000, we completed the sale of substantially all of our assets   
associated with our Alpha Micro Services Division ("AMSO") and our Alpha Micro  
Operating System ("AMOS") computer hardware manufacturing division (collectively
the "Businesses") to R.E. Mahmarian Enterprises, LLC ("R.E. Mahmarian           
Enterprises") for consideration of approximately $3.2 million, consisting       
primarily of liabilities of the Businesses that were assumed by R.E. Mahmarian  
Enterprises. We also received a ten percent contingent interest in gross cash   
and non-cash proceeds that may be received by R.E. Mahmarian Enterprises upon   
the occurrence of certain liquidity events, as defined in the asset purchase    
agreement, following R.E. Mahmarian Enterprises' acquisition of the Businesses. 
R.E. Mahmarian Enterprises is owned by Richard E. Mahmarian, a current member of
the Company's Board of Directors.                                               

On March 15, 2000, we entered into another agreement whereby R.E. Mahmarian     
Enterprises, in exchange for $500,000 cash (recorded as net assets held for sale
to R.E. Mahmarian Enterprises as of December 31, 1999) and the assumption of the
remaining outstanding accounts payable of the Businesses, purchased the         
remaining net accounts receivable of the Businesses it acquired in the sale     
completed on January 31, 2000. The results from operations during the six months
ended June 30, 2000, include a net loss of $307,000 or $0.02 per share on       
$1,563,000 of revenue related to the Businesses. The results from operations    
during the six months ended June 30, 1999 include a net loss of $962,000 or     
$0.08 per share on $10,570,000 of revenue related to the Businesses.            

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EBITDA                                                                          

We had negative earnings before interest, taxes, depreciation and amortization  
("EBITDA") of $858,000 and $991,000 for the six- and three-month periods ended  
June 30, 2000 (including negative EBITDA of $273,000 and $6,000 from the managed
services division and gain on sale of Businesses of $1,327,000 and $443,000,    
respectively) compared to negative EBITDA of $805,000 and $388,000 (including   
negative EBITDA of $860,000 and $312,000 from the managed services division and 
the telephone installation business) during the same periods of the prior year. 

RESULTS OF OPERATIONS                                                           

Net Sales                                                                       

Our total net sales decreased $11,087,000, or 59.4 percent, to $7,576,000 for   
the six-month period ended June 30, 2000 from $18,663,000 for the respective    
prior year period. Net sales decreased $6,101,000, or 67.4%, to $2,957,000 for  
the three-month period ended June 30, 2000 from $9,058,000 for the three-month  
period ended June 30, 1999. The decrease in total net sales is primarily due to 
the January 31, 2000 sale of our managed services and computer hardware         
manufacturing divisions, the April 1, 1999 sale of our telephone installation   
business, and delays in technology services and projects at Delta CompuTec Inc. 
("DCi"), our information technology services division, of which the majority    
were related back to customer concerns over Y2K problems.                       

Information Technology Services Revenue                                         

Our information technology service revenue decreased $8,967,000, or 55.5        
percent, to $7,191,000 during the most recent six-month period over the         
respective prior period and decreased $4,933,000, or 63.5%, to $2,834,000 during
the most recent three-month period over the respective prior period. The six-   
and three-month revenue decreases include $7,377,000 and $4,353,000,            
respectively, attributable to the sales of our managed services division on     
January 31, 2000 and our telephone installation business on April 1, 1999. The  
balance of the revenue decrease during the six- and three-month periods of      
$1,590,000 and $580,000 occurred at DCi, our information technology services    
division, due to delays in technology services and projects of which the        
majority were related back to customer concerns over Y2K problems. We expect    
that information technology services revenue will increase in the last six      
months of 2000.                                                                 

Product Sales                                                                   

Our total product revenues during the comparable six-month periods decreased    
$2,120,000, or 84.6 percent, to $385,000 from $2,505,000. Our total product     
revenues during the comparable three-month periods decreased $1,168,000, or     
90.5%, to $123,000 from $1,291,000. The decline is due to the January 31, 2000  
sale of our computer hardware manufacturing division. Sales of our Internet     
software segment increased $56,000, or 83.6 percent, to $123,000 for the        
three-month period ended June 30, 2000 from $67,000 for the three-month period  
ended March 31, 2000. No assurances can be made as to future product sales as   
our NQL Solutions products and services are all in early stages of              
commercialization and, as a result, it is difficult to predict the level of     
market acceptance that our NQL based products and services will attain, however 
we expect sales of our NQL Solutions technology division to increase on a       
sequential quarter basis for the remainder of the year.                         

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Gross Margin                                                                    

Our total gross margin for the first six and three months of 2000 decreased to  
20.4 percent and 18.4 percent, respectively, compared to 25.4 percent and 26.2%,
respectively, during the same periods last year.                                

Information Technology Services Gross Margin                                    

Our information technology services gross margin decreased to 20.3 percent for  
the six-month period ended June 30, 2000 from 24.8 percent during the same      
period in the prior year. The gross margin decreased to 16.3 percent from 25.5  
percent for the comparable three-month periods. The current periods were        
negatively affected by the decrease in professional on-site services revenues at
DCi due to delays in technology services and projects of which the majority were
related back to customer concerns over Y2K problems. Partially off-setting this 
decrease in gross margin, the current period was positively affected by the sale
of the telephone installation business, which had a negative gross margin in the
three months ended March 31, 1999. Based on our expectation that information    
technology services revenue will increase in the last six months of 2000, we    
expect that the related gross margin will also increase in the last six months  
of 2000.                                                                        

Product Gross Margin                                                            

Our product gross margin decreased to 22.9 percent for the six-month period     
ended June 30, 2000 from 28.8 percent for the comparable prior year period and  
increased to 66.7 percent from 30.6 percent for the comparable three-month      
periods. The six-month gross margin decrease was primarily due to negative gross
margin realized by our computer hardware manufacturing division prior to its    
sale on January 31, 2000. The current three-month period is positively affected 
since it includes only the operations of our NQL Solutions division, which      
generates higher gross margin percentages when compared to the computer hardware
manufacturing division                                                          

Selling, General and Administrative Expenses                                    

Our selling, general and administrative expenses decreased $1,879,000 to        
$4,050,000 for the six-month period ended June 30, 2000 compared to $5,929,000  
for the six-month period ended June 30, 1999, and decreased $957,000 to         
$2,111,000 for the three-month period compared to $3,068,000 for the prior      
comparable period. The decrease in selling, general and administrative expenses 
is due to the January 31, 2000 sale of our managed services and computer        
hardware manufacturing divisions, the April 1, 1999 sale of our telephone       
installation business, and reductions in selling expenses at DCi. We expect that
selling, general and administrative expenses will increase in the last six      
months of 2000 as we incur advertising, promotional and selling expenses in     
connection with the launch of our NQL technology.                               

Research and Development Expenses                                               

Our research and development expenses (which include engineering support and    
services) incurred for the six-month period ended June 30, 2000 decreased by    
$250,000 to $374,000 from $624,000 during the same period in the prior year, and
decreased by $100,000 to $203,000 from $303,000 for the comparable three-month  
periods. The decrease is due to the sale of our computer hardware manufacturing 
division. Research and development expenses are expected to increase in the     
future as we develop and introduce our new NQL products.                        

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LIQUIDITY AND CAPITAL RESOURCES                                                 

During the six months ended June 30, 2000, our working capital increased        
$9,138,000 from $323,000 at December 31, 1999 to $9,461,000 at June 30, 2000.   
This increase was primarily the result of the completion of a private placement 
of 2,342,000 shares of common stock sold at $6.25 per share generating net      
proceeds of approximately $13,600,000 offset by $2,055,000 net cash used in     
operating activities, purchases of equipment of $1,030,000 and repayments of    
indebtedness of $737,000.                                                       

The private placement was completed on March 30, 2000 and generated gross       
proceeds to us of $14,637,500 with net proceeds of approximately $13,600,000.   
Hampshire Equity Partners II, L.P., our preferred stockholder, purchased 995,400
of the shares of our common stock issued in the private placement.              

As of December 31, 1999, we had a loan facility with a bank under which a $4    
million accounts receivable line of revolving credit was designated for working 
capital and $1 million was designated to finance acquisitions. The loan facility
was secured by substantially all of our assets. On March 28, 2000, we terminated
the revolving line of credit and, on March 31, 2000, we repaid in full the loan 
designated for acquisitions. We are currently evaluating various alternatives   
for funding our working capital requirements, which may include obtaining a new 
revolving line of credit. There is no assurance that we will obtain this new    
revolving line of credit.                                                       

Our NQL Solutions based products and services are all in early stages of        
commercialization and, as a result, it is difficult to predict the level of     
market acceptance that our NQL based products and services will attain. Although
we expect our NQL Solutions technology division revenue to increase on a        
sequential quarter basis for the remainder of the year, we expect to continue to
incur significant costs developing and introducing enhancements to our NQL      
Solutions based products and technologies, and expanding our sales and marketing
activities. We expect this strategy to result in losses for our NQL Solutions   
technology division and the Company on a consolidated basis at least through the
next four to six quarters.                                                      

We believe that our current cash and cash equivalents balance combined with cash
expected to be generated by our information technology professional services    
division and continued revenue growth in our NQL Solutions technology division  
will provide sufficient resources to finance our working capital requirements   
through the next twelve months. After that date, we may need to obtain          
additional capital, and we cannot be certain that we will be able to obtain     
additional financing on favorable terms, if at all. If we cannot raise          
additional capital on acceptable terms, we may not be able to develop or enhance
our products and services, take advantage of future opportunities or respond    
favorably to competitive pressures or unanticipated events.                     

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PART II. OTHER INFORMATION                                                      

Item 4.  Submission of Matters to a Vote of Security Holders                    

The Annual Meeting of Shareholders of Alpha Micro was held on August 9, 2000. At
the Annual Meeting, all of management's nominees for directors listed in the    
Proxy Statement were elected and there was no solicitation in opposition to such
nominees. Voting was as follows:                                                

                                        WITHHOLD
       DIRECTORS                         FOR           AUTHORITY       ABSTAIN
       ---------                      ----------       ---------       -------
     Benjamin P. Giess              21,264,166        537,190          N/A

     Rockell N. Hankin              21,266,966        534,390          N/A

     Richard E. Mahmarian           21,258,796        542,560          N/A

     Clarke E. Reynolds             21,265,996        535,360          N/A

     Tracey L. Rudd                 21,260,791        540,565          N/A

     Douglas J. Tullio              21,229,179        572,177          N/A

     Sam Yau                        21,273,466        527,890          N/A

The proposal to approve the Company's name change from "Alpha Microsystems" to  
"NQL Inc" was approved, receiving 16,350,936 votes for approval and 108,415     
against approval, with 16,326 abstentions and 5,325,679 broker non-votes. The   
proposal to approve the Company's re-incorporation in Delaware as AlphaServ.com,
through the merger of Alpha Microsystems, a California corporation, with and    
into a wholly-owned Delaware subsidiary of Alpha Microsystems was approved,     
receiving, for holders of common stock, 7,088,217 votes for approval and 542,579
votes against approval, with 28,435 abstentions and 5,325,679 broker non-votes, 
and for holders of Cumulative, Redeemable and Exchangeable Preferred Stock,     
unanimous approval consisting of 2,500 votes by Class A1 holders, 5,500 votes by
Class A2 holders, 7,000 votes by Class B1 holders, 5,000 votes by Class C1      
holders, and 391 votes by Class E holders. The proposal to approve an amendment 
to the Company's 1998 Stock Option and Award Plan to increase the number of     
shares of Common Stock authorized for issuance under such plan by 700,000 shares
to an aggregate of 3,200,000 shares was approved, receiving 20,543,868 votes for
approval and 1,170,800 votes against approval, with 86,688 abstentions and zero 
broker non-votes. The proposal to ratify the appointment of Ernst & Young LLP,  
as independent auditors of the Company and its subsidiaries for the year ending 
December 31, 2000 was approved, receiving 21,718,992 votes for approval and     
55,037 votes against approval, with 27,327 abstentions and zero broker          
non-votes.                                                                      

Item 6.  Exhibits and Reports on Form 8-K.                                      

(a) See Exhibit Index.                                        

       (b) A Current Report on Form 8-K was filed by the Company on April 3,
     2000 regarding the completion of a private placement of its
restricted common stock.                              

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SIGNATURES

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

                                  ALPHA MICROSYSTEMS
                                  (Registrant)

Date: August 14, 2000                           By: /s/ Douglas J. Tullio       
                                                    ----------------------------
                                                   Chairman, CEO and President

Date: August 14, 2000                           By: /s/ Robert O. Riiska        
                                                    ----------------------------
                                          Vice President and
                                               Chief Financial Officer

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EXHIBIT INDEX 

EXHIBIT                                               
NUMBER               DESCRIPTION                      
-------              -----------                      
        10.58     Amendment No. 3 to Asset Purchase Agreement by and
                      between Registrant and R.E. Mahmarian Enterprises, LLC
dated August 1, 2000            

27        Financial Data Schedule

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q/A’ Filing	Date	First	Last	Other Filings

	6/30/01	9
	3/31/01	8
	12/31/00	2	16
Filed on:	8/18/00
	8/14/00	2	17	10-Q
	8/9/00	16		DEF 14A, PRE 14A
	8/4/00	1
	8/1/00	9	18
For Period End:	6/30/00	1	15	10-Q
	6/15/00	8
	4/3/00	16		8-K
	3/31/00	7	15	10-Q
	3/30/00	9	15	10-K, 8-K
	3/28/00	7	15
	3/15/00	8	12
	1/31/00	7	14	8-K, 8-K/A
	12/31/99	2	15	10-K, 10-K405/A, 8-K
	6/30/99	2	14	10-Q, 10-Q/A
	4/1/99	9	14
	3/31/99	14		10-Q
	9/1/98	11		8-K, 8-K/A
				List all Filings

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Alpha Microsystems – ‘10-Q/A’ for 6/30/00

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Amendment to Quarterly Report — Form 10-Q
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