ORYX TECHNOLOGY CORP
10QSB, 1997-10-14
ELECTRICAL INDUSTRIAL APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark one)
- ------
          QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
X         EXCHANGE  ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1997.
- ------

                                       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: 1-12680

                              ORYX TECHNOLOGY CORP.

        (Exact name of small business issuer as specified in its charter)


                   Delaware                                22-2115841
        (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)               Identification Number)


            47341 Bayside Parkway
             Fremont, California                             94538
  (Address of principal executive offices)                (Zip Code)



       Registrant's telephone number, including area code: (510) 249-1144


         Check whether the issuer (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 ___

         The number of shares  outstanding  of the  issuer's  Common Stock as of
August 31, 1997 was 13,124,821.

<PAGE>



                              ORYX TECHNOLOGY CORP.

                                   FORM 10-QSB

                                Table of Contents





PART I.  FINANCIAL INFORMATION                                            Page

Item 1.  Condensed  Consolidated  Financial Statements and Notes 
         to Condensed Consolidated Financial Statements .................... 3

Item 2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations ............................... 8


PART II.  OTHER INFORMATION

Item 3.  Other information ................................................ 11

Item 4.  Exhibits and Reports on Form 8-K ................................. 11

<PAGE>



PART I - FINANCIAL INFORMATION
Item 1.     Financial Statements

                              ORYX TECHNOLOGY CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<S>                                                                       <C>                      <C>       
                                                                      August 31,             February 28,
                                                                      1997                    1997
                                                                  ------------------       ------------------

                             ASSETS
Current assets:
  Cash and cash equivalents                                            $     45,000              $ 3,080,000
  Accounts receivable,net                                                 1,908,000                3,457,000
  Inventories                                                             4,037,000                4,795,000
  Other current assets                                                      282,000                  171,000
                                                                          ---------               ----------
         Total current assets                                             6,272,000               11,503,000
                                                                                                  
Property and equipment, net                                               2,576,000                2,674,000
Intangible assets, net                                                      678,000                  755,000
Other assets                                                                334,000                  380,000
                                                                          ---------               ----------
                                                                         $9,860,000             $ 15,312,000
                                                                         ==========             ============


                                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Borrowings                                                             $  912,000             $    215,000
  Capital lease obligations                                                  34,000                  137,000
  Accounts payable                                                        1,774,000                2,686,000
  Accrued liabilities                                                     2,308,000                1,951,000
                                                                  -----------------                ---------
         Total current liabilities                                        5,028,000                4,989,000

Capital lease obligations, less current portion                                                      
                                                                             43,000                  184,000
Borrowings, less current portion                                            262,000                  705,000
                                                                          ---------                  -------
         Total  liabilities                                               5,333,000                5,878,000
                                                                          ---------                ---------

Mandatorily redeemable securities                                           732,000                  637,000
                                                                            -------                  -------

Stockholders' equity:
 Series A 2% Convertible Cumulative Preferred
     Stock, 4,500 shares  issued and outstanding                            107,000                  107,000
Common    Stock,     13,124,821    and    12,968,581    shares
                                                                             15,000                   13,000
- ----------
     issued and outstanding, respectively
Additional paid in capital                                               19,132,000               18,920,000
Accumulated deficit                                                    (15,459,000)             (10,243,000)
                                                                       ------------             ------------
         Total stockholders' equity                                       3,795,000                8,797,000
                                                                          ---------                ---------
                                                                      $   9,860,000             $ 15,312,000
                                                                      =============             ============
</TABLE>

         See the accompanying  notes to these condensed  consolidated  financial
         statements.



                              ORYX TECHNOLOGY CORP.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<S>                                                     <C>              <C>               <C>             <C>          

                                                        Three Months Ended                  Six Months Ended
                                                             August 31,                         August 31,
                                                   --------------------------------   --------------------------------
                                                        1997             1996              1997             1996
                                                   ---------------   --------------   ---------------   --------------

    Revenue                                            $5,210,000       $6,973,000        $9,701,000      $13,778,000
    Cost of sales                                       4,822,000        4,639,000         8,384,000        9,059,000
                                                   ---------------   --------------   ---------------   --------------
    Gross profit                                          388,000        2,334,000         1,317,000        4,719,000
                                                   ---------------   --------------   ---------------   --------------

    Operating expenses:
     Marketing and selling                                580,000          433,000         1,012,000          877,000
     General and administrative                           946,000        1,058,000         2,398,000        1,865,000
     Research and development                           1,403,000          471,000         2,933,000        1,311,000
                                                   ---------------   --------------   ---------------   --------------
       Total operating expenses                         2,929,000        1,962,000         6,343,000        4,053,000
                                                   ---------------   --------------   ---------------   --------------

    Income (loss) from operations                      (2,541,000)         372,000       (5,026,000)          666,000

    Interest (income) expense, net                         64,000           (8,000)          72,000             8,000

    Equity in losses of investee                                -                -                 -           20,000
                                                   ---------------   --------------   ---------------   --------------

    Income (loss) before income taxes                 (2,605,000)          380,000        (5,098,000)         638,000
    Provision for income taxes                            20,000            70,000            23,000           92,000
                                                   ---------------   --------------   ---------------   --------------

    Net income (loss)                                 (2,625,000)          310,000        (5,121,000)         546,000

    Dividends and accretion                               46,000            (2,000)           95,000           (7,000)
                                                   ---------------   --------------   ---------------   --------------

    Net income (loss) attributable to
     common shares                                   ($2,671,000)         $308,000       ($5,216,000)        $539,000
                                                   ===============   ==============   ===============   ==============

    Net income (loss) per common share:                   ($0.21)            $0.02           ($0.40)            $0.04
                                                   ===============   ==============   ===============   ==============

    Weighted average common shares
     and equivalents outstanding:                      13,124,821       14,707,079        13,085,292       14,205,941
                                                   ===============   ==============   ===============   ==============

</TABLE>

See the accompanying notes to these condensed consolidated financial statements.






                              ORYX TECHNOLOGY CORP.
                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
                                   (UNAUDITED)

<TABLE>
     <S>                                                                     <C>                     <C>       
                                                                             Six Months Ended August 31,
                                                                       ----------------------------------------
                                                                       -----------------     ------------------
                                                                             1997                  1996
                                                                       -----------------     ------------------
     Cash flow from operating activities:
      Net  income (loss)                                                   ($5,121,000)               $546,000
     Adjustments to reconcile net income (loss)
          to net cash used in operating activities:
        Equity in losses of investee                                                  -                 20,000
        Depreciation and amortization                                           469,000                236,000
     Changes in assets and liabilities:
          Accounts receivable, net                                            1,549,000               (535,000)
          Inventories                                                           758,000               (534,000)
          Other current assets                                                 (111,000)               126,000
          Other assets                                                           46,000               (103,000)
          Accounts payable                                                     (912,000)            (1,662,000)
          Accrued liabilities                                                   357,000                612,000
                                                                       -----------------     ------------------
         Net cash provided by (used in) operating activities                 (2,965,000)            (1,294,000)
                                                                       -----------------     ------------------

     Cash flows from investing activities:
      Proceeds from disposition of assets                                       145,000                      -
      Capital expenditures                                                     (439,000)              (952,000)
      Investment in DAS Devices, Inc.                                                 -                (27,000)
                                                                       -----------------     ------------------
         Net cash used in investing activities                                (294,000)               (979,000)
                                                                       -----------------     ------------------

     Cash flows from financing activities:
      Repayment of bank line of credit                                                -               (352,000)
      Repayment of notes payable to stockholders                                      -               (400,000)
      Proceeds from issuance of Common Stock/Warrants, net                     208,000               1,069,000
      Proceeds from inventory line of credit                                   767,000                      -
      Repayment of long-term debt and capital lease obligations              (757,000)                (923,000)
      Other                                                                      6,000                      -
                                                                       -----------------     ------------------
                                                                       -----------------     ------------------
        Net cash provided by financing activities                               224,000               (606,000)
                                                                       -----------------     ------------------

     Net decrease in cash and cash equivalents                               (3,035,000)            (2,879,000)

     Cash and cash equivalents at beginning of period                         3,080,000              3,939,000
                                                                       =================     ==================

     Cash and cash equivalents at end of period                                 $45,000             $1,060,000
                                                                       =================     ==================

</TABLE>

See the accompanying notes to these condensed consolidated financial statements.







ORYX TECHNOLOGY CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The  information  contained in the  following  Notes to  Condensed  Consolidated
Financial  Statements  is  condensed  from that which would appear in the annual
consolidated  financial  statements;   accordingly,   the  financial  statements
contained  herein  should be reviewed in  conjunction  with the  Company's  Form
10-KSB, as amended, for the year ended February 28, 1997.

The results of operations for the interim periods  presented are not necessarily
indicative of the results expected for the entire year.

The  financial  information  for the periods  ended  August 31,  1997,  and 1996
included herein is unaudited but includes all adjustments  which, in the opinion
of  management  of the Company,  are  necessary to present  fairly the financial
position of the Company at August 31,  1997,  and the results of its  operations
and its cash flows for the three and six month periods ended August 31, 1997 and
1996.

NOTE 2 - INVENTORIES

The components of inventory were as follows:


                                 August 31,                     February 28,
                                 1997                           1997
                            -----------------              -------------------

Raw materials                   $2,448,000                    $ 3,090,000
Work-in-process                    163,000                        153,000
Finished goods                   1,426,000                      1,552,000
                         =================              ===================
                                $4,037,000                    $ 4,795,000
                         =================              ===================


NOTE 3 - NET INCOME (LOSS) PER SHARE

Shares used in the computation of net loss per share for the three and six month
periods ended August 31, 1997 was  determined  using the treasury  stock method.
Under the  treasury  stock  method,  net  income  (loss)  per  common and common
equivalent  share is computed  using the weighted  average  number of shares and
equivalents  outstanding during the respective period.  Common stock equivalents
were  excluded  from the  calculation  of loss per  share  for the three and six
months ended August 31, 1997 as their effect was antidilutive.

Shares  used in the  computation  of net  income per share for the three and six
month periods ended August 31, 1996 was determined  using the modified  treasury
stock method. Under the modified treasury stock method,  certain adjustments can
occur  with  respect to both  weighted  average  shares  and net income  amounts
utilized in the calculations of earnings per share. The modified  treasury stock
method can result in different  earnings per share than those  calculated  using
the  treasury  stock  method.  Under the modified  treasury  stock  method,  all
weighted  average  common  equivalents  are  assumed  to be  exercised,  and the
resulting  proceeds  are  applied  in  steps.  First,  stock  is  assumed  to be
repurchased up to a maximum of 20% of the actual outstanding  shares. Net income
is then adjusted to reflect the after tax effect of using the remaining proceeds
to acquire U.S. government securities. Common stock and common stock equivalents
for the three and six month  periods  ended  August  31,  1996  included  shares
issuable under stock options and warrants  outstanding  and shares issuable upon
conversion of preferred  stock.  Additionally,  net income in the calculation of
earnings  per share for the three and six month  periods  ended  August 31, 1996
includes  an  adjustment  to reflect  the  earnings  attributable  to holders of
dilutive securities in subsidiaries of the Company.

NOTE 4 - NEW ACCOUNTING STANDARD

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  Per Share." This
statement  will be effective for the Company's  fiscal year ending  February 28,
1998.  Under SFAS No.  128,  primary  earnings  per share is  replaced  by basic
earnings per share and fully  diluted  earnings per share is replaced by diluted
earnings per share. SFAS No. 128 will require the retroactive restatement of all
previously  reported  amounts  upon  adoption.   Had  the  Company  applied  the
provisions of SFAS No. 128 during the interim periods  presented  herein,  basic
earnings per share for the three and six months ended August 31, 1996 would have
been $0.03 and $0.06,  respectively,  and dilutive  earnings per share for those
periods would have been equivalent to primary  earnings per share.  Earnings per
share reported for the three and six months ended August 31, 1997 would not have
changed under SFAS No. 128.

NOTE 5 -  BORROWINGS

 Under the Company's  Revolving  Account  Transfer and Purchase  Agreement  (the
"Facility")  which was  executed in May 1997 with a financial  institution  (the
"Lender"), the Company sells all trade accounts receivable and has the option to
draw  advances up to 85% of eligible  accounts  up to  $4,000,000.  Accordingly,
accounts  receivable  at  August  31,  1997 were due from the  lender  under the
Facility.

To the extent that  advances are drawn  against  eligible  outstanding  accounts
receivable,  the Company reduces the balance of accounts receivable. The Company
must  pay  interest  on such  advances in the  form of a  discount  equal to the
lender's  base rate plus 3.5% per annum.  At August  31,  1997,  advances  drawn
against  outstanding  eligible  accounts  receivable  under the Facility totaled
$1,714,000.

NOTE 6 - SUBSEQUENT EVENTS

In September 1997, the Company sold 2,000,000  Series A Preferred  shares of DAS
Devices,  Inc. for a total consideration of $1,400,000.  The Company still holds
2,000,000  Series A Preferred  shares and 800,000  shares of Common Stock of DAS
Devices, Inc.

In September 1997, the Company's SurgX subsidiary  amended its License Agreement
with McGraw-Edison (Bussmann).  This amendment extends the exclusive license for
SurgX liquid from ten to twenty years and adds a twenty year  exclusive  license
for SurgTape(TM).  In consideration for this amendment,  McGraw-Edison will make
five  payments  from October 1997 through  February  1998  totaling  $1,700,000,
representing non-refundable prepaid minimum royalties for years one through four
of the License Agreement.


<PAGE>


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

This  discussion  and  analysis is designed to be read in  conjunction  with the
Management's  Discussion and Analysis set forth in the Company's Form 10-KSB, as
amended, for the fiscal year ended February 28, 1997.

Some  of the  information  in  this  report,  including  the  discussion  of the
Company's  strategy,  and various statements  concerning the Company's plans for
expansion and expectations for growth for the Company constitute forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
Actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of the risks and uncertainties described
under the  caption  "Risk  Factors"  set forth in Part I of the  Company's  Form
10-KSB,  as amended,  and those  identified  by the Company from time to time in
other filings with the Securities and Exchange  Commission  (the  "Commission"),
press releases and other communications.

In addition to an analysis of recent and historical  financial results, the Form
10-KSB,  as  amended,  includes  an  analysis  of  certain  of the  risks of the
Company's business,  including risks relating to the competitive  environment in
which the Company operates. Although the Company has sought to identify the most
significant risks to its business, the Company cannot predict whether or to what
extent any of such risks may be realized nor can there be any assurance that the
Company has identified  all possible  problems which the Company might face. All
investors should carefully read the Form 10-KSB, as amended,  together with this
Form 10-QSB,  and consider all such risks before making an  investment  decision
with respect to the Company's stock.

Business Segments

The Company has organized its operations  into three operating  segments:  Power
Products, Instruments and Materials, and SurgX. In addition, a Corporate segment
includes  certain  activities  that  are  not  directly  related  to  any  other
operations. Three segments and related businesses are as follows:

  Segment/Subsidiary                              Businesses

Oryx Power Products Corporation          - Power Conversion Products
                                         - Contract Manufacturing

Oryx Instruments and Materials           - Material Analysis and Test Equipment
Corporation                              - Specialized Materials
                                         - Contract R&D

SurgX Corporation                        - Surge Protection Components



Results of Operations

For the quarter ended August 31, 1997,  revenues  decreased by $1,763,000 or 25%
from  $6,973,000  for the quarter ended August 31, 1996,  to $5,210,000  for the
quarter ended August 31, 1997. Revenues for the six months ended August 31, 1997
decreased $4,077,000 or 30% from $13,778,000 for the six months ended August 31,
1996 to  $9,701,000  for the six months ended  August 31, 1997.  The decrease in
revenues  for  both  periods,  partially  offset  by  increases  in sales of the
Company's test equipment and specialized  materials,  was primarily attributable
to the termination of shipments of a power supply product to Pitney Bowes, which
represented 47% and 48% of the Company's  consolidated  revenues for the quarter
ended and six month  period ended  August 31,  1996,  respectively.  The Company
anticipates quarterly revenues to increase,  compared to the current quarter, by
the fourth quarter of fiscal year 1998 as the TTS 2000 process  monitoring  tool
continues to achieve  market  acceptance  and Oryx Power  Products  successfully
ships  to new OEM  customers.  However,  there  can be no  assurances  that  any
increase in revenues will be realized or even that the current quarterly revenue
level will be maintained.  The Company expects  revenues for fiscal year 1998 to
be lower  than  those for  fiscal  year  1997 as any  anticipated  increases  in
revenues will be insufficient to offset the Pitney Bowes revenue loss.

The  Company's  gross profit  decreased  from  $2,334,000  for the quarter ended
August 31, 1996, to $388,000 for the quarter ended August 31, 1997, representing
a decrease of  $1,946,000  or 83%.  Gross profit  decreased by $3,402,000 or 72%
from  $4,719,000  for the six months ended August 31, 1996 to $1,317,000 for the
six months ended August 31, 1997.  The decrease in gross profit for both periods
in 1997 as compared to 1996 was  principally  attributable  to the  reduction in
shipments to Pitney Bowes.

Marketing  and selling  expenses  increased  from $433,000 for the quarter ended
August 31, 1996, to $580,000 for the quarter ended August 31, 1997, representing
an increase of $147,000 or 34%.  Marketing  and selling  expenses  increased  by
$135,000  or 15% from  $877,000  for the six months  ended  August  31,  1996 to
$1,012,000  for the six months  ended  August 31,  1997.  The  increase  in both
periods was primarily due to increased sales and marketing activities associated
with the Company's TTS 2000 Process  Monitoring Tool. General and administrative
expenses  decreased  from  $1,058,000  for the quarter ended August 31, 1996, to
$946,000  for the quarter  ended  August 31,  1997,  representing  a decrease of
$112,000 or 11%. General and  administrative  expenses  increased by $533,000 or
29% from  $1,865,000  for the six months ended August 31, 1996 to $2,398,000 for
the six months ended August 31, 1997. The decrease in general and administrative
expenses for the three months ended August 31,1997 was primarily attributable to
lower  professional  service  fees.  The increase in general and  administrative
expenses  for the six  months  ended  August  31,  1997,  was  primarily  due to
increases in costs  associated  with the  Company's  objective of  developing an
infrastructure  to  support  each  of  the  subsidiaries  and  separation  costs
associated with management changes.

Research and development  expenses  increased from $471,000 in the quarter ended
August  31,  1996,  to  $1,403,000  for  the  quarter  ended  August  31,  1997,
representing an increase of $932,000 or 198%. Research and development  expenses
increased $1,622,000 or 124% from $1,311,000 for the six months ended August 31,
1996 to  $2,933,000  for the six months  ended  August 31,  1997.  Research  and
development  spending increased as a result of continued  developmental  efforts
with respect to diagnostic  test  equipment and surge  protection  devices being
undertaken  primarily in the form of increased  headcount,  outside professional
services and prototype  material cost. Also,  during the six months ended August
31, 1996, SurgX received $355,000 in customer  development  payments compared to
$30,000 for the six months  ended August 31, 1997.  These  development  payments
were utilized to offset research and development costs.

Operating losses are anticipated to continue through at least the fourth quarter
of fiscal  1998 and there can be no  assurance  that any  anticipated  growth in
quarterly  revenues and  improvements  in gross  profits  will be realized.  The
provision for income taxes of $20,000 for the three months ended August 31, 1997
and  $23,000 for the six months  ended  August 31, 1997 is based upon the annual
estimated state  franchise  taxes and foreign tax  provisions.  No provision for
federal  income taxes was  provided  because of losses  previously  incurred and
anticipated losses for fiscal year 1998.

Liquidity and Capital Resources

The  Company's  working  capital  decreased  by  $5,270,000  from a  surplus  of
$6,514,000  at February 28, 1997 to a surplus of  $1,244,000 at August 31, 1997,
primarily  as a result  of  operating  losses.  The ratio of  current  assets to
current  liabilities  was 2.30:1 at  February  28, 1997 and 1.25:1 at August 31,
1997.

Cash and cash  equivalents  decreased by $3,035,000  from $3,080,000 at February
28,  1997 to $45,000 at August 31,  1997.  The  decrease  in cash was  primarily
attributable  to cash  used in  operations  of  $2,965,000  resulting  from  the
Company's  net loss  offset by  non-cash  items  and  working  capital  changes.
Specifically, the Company's liquidity position benefited from the utilization of
its Revolving  Account  Transfer and Purchase  Agreement under which the Company
had received  advances  against  eligible  accounts  receivable of approximately
$1,700,000.  In addition to operating  activities and investing activities, the
pay-down of certain loan agreements were financed by draws aggregating  $767,000
against the Company's  Inventory Line of Credit.  Available  borrowing  capacity
under the Inventory Line of Credit and the Revolving  Account  transfer  totaled
$1,087,050 at August 31, 1997.

In September  1997, the Company:  (1) sold 42% of its investment in DAS Devices,
Inc. for a total sales price of $1,400,000, (2) amended the terms of an existing
license  agreement  between  SurgX and  McGraw-Edison  (Bussmann)  providing for
funding  of  $1,700,000  over the next  five  months,  and,  (3) was  awarded  a
$1,500,000  matching  funds  development  contract,  providing  for  $750,000 of
funding from the Ballistic  Missile  Defense  Organization.  Proceeds from these
activities will be used to support  development  projects and fund the Company's
continuing operations.

The Company  anticipates  operating  losses to continue  through the end of this
fiscal year and is currently  exploring a number of  alternatives to improve the
Company's  liquidity  position  including,  but not limited  to, cost  reduction
measures,  asset or  technology  sales  and  potential  debt or  equity  private
placement offerings. Although management believes that sufficient funding and/or
cost  savings   alternatives   exist,  there  can  be  no  assurance  that  such
transactions or measures can be effected in time to meet the Company's needs, or
at all, or that any funding  transactions will be offered on terms acceptable to
the Company.



<PAGE>



                                     PART II

                                OTHER INFORMATION


Item 3.  Other Information

         On August 7, 1997 Ronald  Spaight  resigned as  President of Oryx Power
Products Corporation.  Mitchel Underseth, the Company's Chief Financial Officer,
has  been  appointed  to serve  as President  of Oryx  Power  Products
Corporation.

Item 4.   Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit No.     Description of Document

                  11.1            Schedule of Computation of Earnings Per Share
                  27.1            Financial Data Schedule

         (b)      Reports on Form 8-K

                  During the quarter ended August 31, 1997, the Company filed no
                  Current Reports on Form 8-K.


                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) 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.




                                               ORYX TECHNOLOGY CORP.

Dated:  October 14 , 1997                      By:  /s/ Philip J. Micciche
                                                    ----------------------
                                                    Philip J. Micciche
                                                    Principal Executive Officer





                                                    /s/ Mitchel Underseth
                                                    ----------------------     
                                                    Mitchel Underseth
                                                    Principal Financial and
                                                    Accounting Officer







<PAGE>


                              ORYX TECHNOLOGY CORP.
                                  EXHIBIT 11.1
                  SCHEDULE OF COMPUTATION OF EARNINGS PER SHARE

<TABLE>
<S>                                                           <C>                  <C>            <C>                    <C>       

                                                                   Three months ended                   Six months ended
                                                              August 31,        August 31,        August 31,       August 31, 
                                                              1997              1996              1997             1996
                                                           ---------------   ---------------  ----------------     ----------------


Net Income (loss) attributable to common holders             $(2,671,000)          $308,000      $(5,216,000)            $539,000
Deduct earnings attributable to holders of dilutive
  subsidiary stock options                                                          (41,000)                              (83,000)
Add interest income on reinvested option and warrant
  exercise proceeds (as determined by the modified
  treasury stock method), net of tax                                    -            47,000                -              118,000
                                                          ----------------        ----------   ---------------          ---------
                                            

As adjusted                                                  $(2,671,000)          $314,000      $(5,216,000)            $574,000
                                                           ===============   ===============    ==============       ============

Shares:
 Number of weighted average common shares outstanding         13,124,821         10,274,302       13,085,292            9,826,530
 Add effect of dilutive convertible preferred stock,
  options and warrants (as determined by the modified
  treasury stock method)                                               -         4,432,777                 -            4,379,411
                                                          --------------        ------------   -------------          -----------  
As adjusted                                                   13,124,821        14,707,079        13,085,292           14,205,941
                                                              ==========        ==========        ==========           ==========

Primary earnings (loss) per share                                $(0.21)            $0.02            $(0.40)                $0.04
                                                                 =======            =====            =======                =====

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
Financial  Statements of Oryx  Technology  Corp. for the six months ended August
31, 1997,  and is  qualified  in its  entirety by  reference  to such  Financial
Statements.
</LEGEND>
<CIK>                                          000915355
<NAME>                                         ORYX TECHNOLOGY CORP.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollars
       
<S>                                            <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                              FEB-28-1997
<PERIOD-START>                                 MAR-01-1997
<PERIOD-END>                                   AUG-31-1997
<EXCHANGE-RATE>                                1.00
<CASH>                                         45,000
<SECURITIES>                                   0
<RECEIVABLES>                                  2,148,000
<ALLOWANCES>                                   240,000
<INVENTORY>                                    4,037,000
<CURRENT-ASSETS>                               6,272,000
<PP&E>                                         4,390,000
<DEPRECIATION>                                 1,814,000
<TOTAL-ASSETS>                                 9,860,000
<CURRENT-LIABILITIES>                          5,028,000
<BONDS>                                        0
                          732,000
                                    107,000
<COMMON>                                       15,000
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   9,860,000
<SALES>                                        9,701,000
<TOTAL-REVENUES>                               9,701,000
<CGS>                                          8,384,000
<TOTAL-COSTS>                                  8,384,000
<OTHER-EXPENSES>                               6,438,000
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             72,000
<INCOME-PRETAX>                                (5,193,000)
<INCOME-TAX>                                   23,000
<INCOME-CONTINUING>                            (5,216,000)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0 
<CHANGES>                                      0
<NET-INCOME>                                   (5,216,000)
<EPS-PRIMARY>                                  (0.40)
<EPS-DILUTED>                                  (0.40)
        

</TABLE>


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