1
EXHIBIT 11
EAGLE USA AIRFREIGHT, INC.
COMPUTATION OF PRO FORMA PER SHARE EARNINGS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AND FOOTNOTE AMOUNTS)
THREE MONTHS ENDED
DECEMBER 31,
1996 1995
------------- -----------
Net income (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,514 $ 2,543
Shares used in computing pro forma net income per share(2):
Weighted average number of shares outstanding . . . . . . . . . . . . . . . . . 17,527 13,282
Incremental shares attributed to outstanding options (3) . . . . . . . . . . . 941 1,408
Shares sold to James R. Crane for acquisition of subsidiaries . . . . . . . . . 446
Shares for distributions paid from net proceeds of the initial public
offering (4).. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,012
--------- ----------
Total shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,468 16,148
Net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.24 $ 0.16
========= ==========
_____________
(1) Net income for the period ended December 31, 1995 includes a pro forma
charge of $945,000 which represents the estimated federal income taxes
that would have been reported had Eagle USA been a C Corporation prior
to December 6, 1995.
(2) On July 8, 1996, the Board of Directors authorized a two-for-one stock
split, effected in the form of a stock dividend, payable August 1,
1996 to shareholders of record on July 24, 1996. All references in
the financial statements to number of shares outstanding and related
prices, per share amounts and stock option plan data have been
retroactively restated to reflect the split.
(3) For the three months ended December 31, 1996, calculated assuming
exercise of options for 2,231,845 shares of common stock at prices
ranging from $1.25 to $27.75 per share and assumed repurchase of shares
at the average market price of $26.51 computed as of the beginning of
the period. For the three months ended December 31, 1995, calculated
assuming exercise of options for 1,679,962 share of common stock at
$1.25 per share and assumed repurchase of shares at the average market
price per share of $15.49 as of the beginning of the period, 5,000
shares of common stock at $4.00 per share and 110,000 shares of common
stock at $8.25 per share based upon the initial public offering price
of $8.25. Pursuant to Securities and Exchange Commission Staff
Accounting Bulletins and Staff policy, common equivalent shares issued
during the 12-month period prior to an initial public offering at
prices substantially below the public offering price are presumed to
have been issued in contemplation of the initial public offering and
have been included in the calculation as if they were outstanding since
the beginning of the period presented (using the treasury stock method
and the public offering price).
(4) Calculated for 1995 by dividing the sum of the Special Distribution
Notes ($10,910,000) paid from the net proceeds of the offering into
the assumed net proceeds per share from the offering of $15.03
(pre-split) and weighted based upon the days the notes were
outstanding during the first quarter of fiscal 1996.
17