CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES NET INCOME (LOSS) PER SHARE FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (In Thousands Except Share Information) SHARES CONSIDERED: 1999 1998 1997 --------------- --------------- -------------- Weighted average portion of shares outstanding at December 31, 1996 6,795,790 6,795,790 6,795,790 Weighted average portion of 137,239 common shares retired pursuant to sale of subsidiary (137,239) (137,239) (125,583) Weighted average portion of 8,333 common shares issued in connection with the acquisition of a business 8,333 8,333 2,077 Weighted average portion of common shares acquired in connection with acquisition purchase price adjustment (29,367) (18,183) - Weighted average portion of 206,185 common shares issued in connection with the acquisitions of businesses 206,185 13,557 - Weighted average portion of 73,172 common shares issued in connection with the Company's Employee Stock Purchase Plan 33,771 - - Weighted average portion of 47,051 common shares issued in connection with executive compensation 34,418 - - Weighted average portion of 389,533 common shares issued in connection with the acquisitions of businesses 302,535 - - ----------- --------------- -------------- Basic weighted average shares outstanding 7,214,426 6,662,258 6,672,284 Incremental shares assumed issued in connection with stock options and warrants outstanding (a) 648,952 175,249 2,656 Incremental shares assumed issued in connection with the Company's Employee Stock Purchase Plan 4,450 1,496 - --------------- --------------- -------------- Diluted weighted average shares outstanding 7,867,829 6,839,003 6,674,940 =============== =============== ============== Income (loss) from continuing operations $2,911 $2,311 $1,657 Income (loss) from discontinued operations - - (1,198) =============== =============== ============== Net income (loss) $2,911 $2,311 $459 =============== =============== ============== Basic income (loss) per share: Continuing operations $.40 $.35 $.25 Discontinued operations - - (.18) =============== =============== ============== Net income (loss) per share $.40 $.35 $.07 =============== =============== ============== Diluted income (loss) per share: Continuing operations $.37 $.34 $.25 Discontinued operations - - (.18) =============== =============== ============== Net income (loss) per share $.37 $.34 $.07 =============== =============== ============== The following common stock equivalents were excluded from the computation of diluted Earnings Per Share because the exercise or conversion price was greater than the average market price of common shares - 1999 1998 1997 -------------- ------------- ------------- Stock options 522,546 573,684 685,038 Subordinated convertible debentures 145,750 161,818 180,995 Seller financed convertible notes 593,333 685,470 - ============== ============= =============