1 EXHIBIT 11 NEMATRON CORPORATION CALCULATION OF EARNINGS PER SHARE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 1996 AND 1995 THREE MONTHS ENDED JUNE 30 --------------------------------------- REF 1996 1995 ---------------------- --------------- ASSUMPTIONS: Weighted average common shares outstanding 3,372,683 2,563,934 Weighted average options and warrants outstanding 1,054,738 n/a Number of options and warrants outstanding at end of period 1,062,375 n/a 20% of weighted average common shares outstanding 674,537 Number of common shares obtainable upon exercise of outstanding options and warrants as a percentage of outstanding common shares 31.27% Average exercise price of options and warrants $3.49 Average market price of common stock during the period $8.90 COMPUTATIONS: APPLICATION OF ASSUMED PROCEEDS: Toward repurchase of outstanding common stock at average market price, limited to 20% of outstanding shares, or 674,537 shares (quarter) or 610,358 (nine months) in 1996 $3,708,397 n/a Toward reduction of debt, if applicable 0 Computation not applicable in FY 1995; option prices exceed average market price of common stock --------- Total proceeds from exercise of options and warrants $3,708,397 n/a ========== ========= ADJUSTMENT OF NET INCOME: -------- --------- Actual net income A $103,458 $102,439 Interest reduction at 10.5% in FY 1996 0 --------- --------- Interest reduction not applicable in FY 1995 n/a Adjusted net income B $103,458 $102,439 ======== ======== ADJUSTMENT OF SHARES OUTSTANDING: Weighted average common shares outstanding C 3,372,683 2,563,934 Net additional shares (1,054,738 - 416,869) - Three months 637,869 Net additional shares (1,094,465 - 531,937) - Nine months Net additional shares - not applicable in FY 1995 n/a --------- --------- Adjusted shares outstanding D 4,010,551 2,563,934 ========= ========= EARNINGS PER SHARE: Before adjustment A/C $0.031 $0.040 After adjustment B/D $0.026 n/a Use for primary earnings per share for financial statements $0.03 $0.04 ======== ========= NINE MONTHS ENDED JUNE 30 ------------------------- 1996 1995 ---------- ---------- ASSUMPTIONS: Weighted average common shares outstanding 3,051,788 2,024,028 Weighted average options and warrants outstanding 1,094,465 n/a Number of options and warrants outstanding at end of period 1,062,375 n/a 20% of weighted average common shares outstanding 610,358 Number of common shares obtainable upon exercise of outstanding options and warrants as a percentage of outstanding common shares 35.86% Average exercise price of options and warrants $3.35 Average market price of common stock during the period $6.97 COMPUTATIONS: APPLICATION OF ASSUMED PROCEEDS: Toward repurchase of outstanding common stock at average market price, limited to 20% of outstanding shares, or 674,537 shares (quarter) or 610,358 (nine months) in 1996 $3,708,397 n/a Toward reduction of debt, if applicable 0 Computation not applicable in FY 1995; option prices exceed average market price of common stock --------- Total proceeds from exercise of options and warrants $3,708,397 n/a ========= ========= ADJUSTMENT OF NET INCOME: Actual net income A $234,177 $137,564 Interest reduction at 10.5% in FY 1996 0 Interest reduction not applicable in FY 1995 n/a --------- --------- Adjusted net income B $234,177 $137,564 ========= ========= ADJUSTMENT OF SHARES OUTSTANDING: Weighted average common shares outstanding C 3,051,788 2,024,028 Net additional shares (1,054,738 - 416,869) - Three months Net additional shares (1,094,465 - 531,937) - Nine months 562,528 Net additional shares - not applicable in FY 1995 n/a --------- --------- Adjusted shares outstanding 3,614,316 2,024,028 ========= ========= EARNINGS PER SHARE: Before adjustment A/C $0.077 $0.068 After adjustment B/D $0.065 n/a Use for primary earnings per share for financial statements $0.06 $0.07 ========= ========= In fiscal 1995, the exercise price of options and warrants exceeded the average market price of the Company's stock for all periods presented, so the options and warrants are not considered in the earnings per share calculations.