EXHIBIT 11.1
CD&L, INC. AND SUBSIDIARIES
NET (LOSS) INCOME PER SHARE
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(In Thousands, Except Share Information)
SHARES CONSIDERED: 2000 1999 1998
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Weighted average portion of shares outstanding at
December 31, 1997 6,666,884 6,666,884 6,666,884
Weighted average portion of common shares acquired in
connection with acquisition purchase price adjustment (29,367) (29,367) (18,183)
Weighted average portion of 206,185 common shares issued in
connection with the acquisitions of businesses 206,185 206,185 13,557
Weighted average portion of 73,172 common shares issued in
connection with the Company's Employee Stock Purchase Plan 73,172 33,771 --
Weighted average portion of 47,051 common shares issued in
connection with executive compensation 47,051 34,418 --
Weighted average portion of 389,533 common shares issued in
connection with the acquisitions of businesses 389,533 302,535 --
Weighted average portion of 305,202 common shares issued in
connection with the Company's Employee Stock Purchase Plan 76,717 -- --
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Basic weighted average shares outstanding 7,430,175 7,214,426 6,662,258
Incremental shares assumed issued in connection with stock
options and warrants outstanding (a) -- 648,952 175,249
Incremental shares assumed issued in connection with the
Company's Employee Stock Purchase Plan -- 4,450 1,496
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Diluted weighted average shares outstanding 7,430,175 7,867,828 6,839,003
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(Loss) income from continuing operations ($ 6,229) $ 950 $ 1,075
(Loss) income from discontinued operations ($ 1,419) $ 1,961 $ 1,236
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Net (loss) income ($ 7,648) $ 2,911 $ 2,311
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Basic (loss) income per share:
Continuing operations ($ .84) $ .13 $ .16
Discontinued operations ($ .19) $ .27 $ .19
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Net (loss) income per share ($ 1.03) $ .40 $ .35
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Diluted (loss) income per share:
Continuing operations ($ .84) $ .12 $ .16
Discontinued operations ($ .19) $ .25 $ .18
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Net (loss) income per share ($ 1.03) $ .37 $ .34
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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 -
2000 1999 1998
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Stock options 1,982,534 522,546 573,684
Subordinated convertible debentures 109,098 145,750 161,818
Seller financed convertible notes 593,333 593,333 685,470
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