EDISON SCHOOLS INC
S-1/A, EX-11.1, 2000-07-07
EDUCATIONAL SERVICES
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<PAGE>   1
                                                                    Exhibit 11.1


                             EDISON SCHOOLS, INC.
               COMPUTATION OF PRO FORMA EARNINGS (LOSS) PER SHARE
                (dollars in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                               For the nine months ended         For the nine months ended
                                                    March 31, 1999                    March 31, 2000
                                               -------------------------         -------------------------
<S>                                                       <C>                        <C>

Net (loss)                                                 $  (20,161)               $   (27,851)
                                                           ----------                ------------

Common stock outstanding at:
  July 1, 1998, Class A                                    22,348,350                 28,186,763

  July 1, 1998, Class B                                     2,483,150                  3,131,852


Add:

Class A Common                                              2,227,392                  6,710,314

Class B Common                                                247,488                    343,227
                                                           ----------                 ----------

Pro forma weighted average number of shares
  outstanding, assuming conversion of
  convertible preferred existing during the
  period                                                   27,306,380                 38,372,066
                                                           ==========                ===========

Pro forma net loss per share                               $    (0.74)               $    (0.73)
                                                           ==========                ==========
</TABLE>






              COMPUTATIONS OF PRO FORMA WEIGHTED AVERAGE SHARES OUTSTANDING
                        FROM JULY 1, 1998 TO MARCH 31, 1999



<TABLE>
<CAPTION>
                                                           Common
                                                            Stock                                                        Common
                                    Date                 Equivalents          Class A           Class B                   Stock
No. of Shares Issued               Issued                     %               Common            Common                Equivalents
--------------------               ------                ------------         ---------         ----------             -----------
<S>                     <C>                             <C>                   <C>              <C>                    <C>
 49,663,000              Class A Common shares
                         outstanding @ July 1, 1998          100%             22,348,350                                 22,348,350

 49,663,000              Class B Common shares
                         outstanding @ July 1, 1998          100%                                2,483,150                2,483,150

  4,271,352              Issued from conversion of
                         Series D Preferred Stock--
                         8/27/98*                           79.6%              1,529,269           169,919                1,699,188

  3,945,224              Issued from conversion of
                         Series D Preferred Stock--
                         12/14/98*                          39.3%                698,123            77,569                  775,692
------------                                                                                                            -----------
107,542,576                                                                                                              27,306,380
===========                                                                                                             ===========
</TABLE>




         COMPUTATIONS OF PRO FORMA WEIGHTED AVERAGE SHARES OUTSTANDING
                        FROM JULY 1, 1999 TO MARCH 31, 2000


<TABLE>
<CAPTION>
                                                           Common
                                                            Stock                                                        Common
                                    Date                 Equivalents          Class A           Class B                   Stock
No. of Shares Issued               Issued                     %               Common            Common                 Equivalents
--------------------               ------                ------------         ---------         ---------              -----------
<S>                     <C>                             <C>                   <C>              <C>                    <C>
 62,637,052              Class A Common shares
                         outstanding @ July 1, 1999          100%            28,186,673                                  28,186,673

 62,637,052              Class B Common shares
                         outstanding @ July 1, 1999          100%                                3,131,852                3,131,852

  4,878,048              Issued from conversion of          96.7%              2,123,281           235,921                2,359,202
                         Series F Preferred Stock--
                         7/9/99*

  1,909,190              Issued from conversion of          90.5%                777,908            86,434                  864,342
                         Series F Preferred Stock--
                         7/26/99*

 13,600,000              Issued in initial public           49.5%              3,362,909                --                3,362,909
                         offering--11/15/99

  1,450,000              Issued in connection with          49.5%                325,064            36,118                  361,182
                         exercise of stock options--
                         11/15/99

    495,864              Issued in connection with          38.5%                 95,567                --                   95,567
                         exercise of warrants--
                         12/15/99

         --              Conversion of shares from                                13,469           (13,469)                      --
                         Class B to Class A--
                         1/7/00

     35,000              Issued in connection with          27.6%                  4,836                --                    4,836
                         exercise of warrants--
                         1/14/00


     16,500              Issued in connection with
                         exercise of stock options--
                         2/11/00                            17.5%                  1,440                --                    1,440

     30,000              Issued in connection with
                         exercise of stock options--
                         3/3/00                              9.8%                  1,473                --                    1,473

     47,520              Issued in connection with
                         exercise of warrants--
                         3/4/00                              9.5%                  2,246                --                    2,246

         --              Conversion of Shares
                         from Class B to Class A--
                         3/21/00                                                   1,777            (1,777)                      --

     94,504              Issued in connection with           0.7%                    344                --                      344
                         exercise of warrants--
                         3/29/00
-----------                                                                                                              ----------
147,830,730                                                                                                              36,372,066
===========                                                                                                              ==========


</TABLE>

* Under the if-converted method, all issuances of Convertible Preferred Stock
  are treated as outstanding from the beginning of the period, or, at time of
  issuance, if later.




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