EXHIBIT 11.1 CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES NET INCOME (LOSS) PER SHARE FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (In Thousands Except Share and Per Share Information) SHARES CONSIDERED: 1998 1997 1996 --------------- --------------- -------------- Weighted average portion of shares outstanding at December 31, 1995 6,629,569 6,629,569 6,629,569 Weighted average portion of 166,221 common shares issued in connection with the acquisitions of businesses 166,221 166,221 47,977 Weighted average portion of 137,239 common shares retired pursuant to sale of subsidiary (137,239) (125,583) - Weighted average portion of 8,333 common shares issued in connection with the acquisition of a business 8,333 2,077 - Weighted average portion of 29,367 of common shares acquired in connection with acquisition purchase price adjustment (18,183) - - Weighted average portion of 206,185 common shares issued in connection with the acquisitions of businesses 13,557 - - --------------- --------------- -------------- Basic weighted average shares outstanding 6,662,258 6,672,284 6,677,546 Incremental shares assumed issued in connection with stock options outstanding (a) 175,249 2,656 - Incremental shares assumed issued in connection with the Company's Employee Stock Purchase Plan 1,496 - - --------------- --------------- -------------- Diluted weighted average shares outstanding 6,839,003 6,674,940 6,677,546 =============== =============== ============== Income (loss) from continuing operations $2,311 $1,657 ($854) Income (loss) from discontinued operations - (1,198) 171 =============== =============== ============== Net income (loss) $2,311 $ 459 ($683) =============== =============== ============== Basic income (loss) per share: Continuing operations $.35 $.25 ($.13) Discontinued operations - (.18) .03 ============== =============== ============== Net income (loss) per share $.35 $.07 ($.10) =============== =============== ============== Diluted income (loss) per share: Continuing operations $.34 $.25 ($.13) Discontinued operations - (.18) .03 --------------- --------------- -------------- Net income (loss) per share $.34 $.07 ($.10) =============== =============== ============== (a) The conversion of the Company's debentures into 161,818, 180,995 and 180,995 shares, respectively, of common stock is excluded from the computations as the effect would be antidilutive in 1998, 1997 and 1996. The conversion of the Company's seller financed convertible notes into 685,470 shares of common stock is excluded from the computation as the effect would be antidilutive in 1998. There were no seller financed convertible notes outstanding in 1997 and 1996. Options to purchase 573,684, 685,038 and 562,568 shares of common stock in 1998, 1997 and 1996, respectively, were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the common shares.