EXHIBIT 11.1 CD&L, INC. AND SUBSIDIARIES NET (LOSS) INCOME PER SHARE FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 (In Thousands, Except Share Information) SHARES CONSIDERED: 2001 2000 1999 ---- ---- ---- Weighted average portion of shares outstanding at December 31, 1998 6,843,702 6,843,702 6,843,702 Weighted average portion of 73,172 common shares issued in connection with the Company's Employee Stock Purchase Plan 73,172 73,172 33,771 Weighted average portion of 47,051 common shares issued in connection with executive compensation 47,051 47,051 34,418 Weighted average portion of 389,533 common shares issued in connection with the acquisitions of businesses 389,533 389,533 302,535 Weighted average portion of 305,202 common shares issued in connection with the Company's Employee Stock Purchase Plan 305,202 76,717 - --------- --------- --------- Basic weighted average shares outstanding 7,658,660 7,430,175 7,214,426 Incremental shares assumed issued in connection with stock options and warrants outstanding (a) - - 648,952 Incremental shares assumed issued in connection with the Company's Employee Stock Purchase Plan - - 4,450 --------- --------- --------- Diluted weighted average shares outstanding 7,658,660 7,430,175 7,867,828 ========= ========= ========= (Loss) income from continuing operations ($3,964) ($6,229) $950 (Loss) income from discontinued operations ($2,305) ($1,419) $1,961 --------- --------- --------- Net (loss) income ($6,269) ($7,648) $2,911 ======== ======== ====== Basic (loss) income per share: Continuing operations ($.52) ($.84) $.13 Discontinued operations ($.30) ($.19) $.27 ------ ------ ---- Net (loss) income per share ($.82) ($1.03) $.40 ====== ======= ==== Diluted (loss) income per share: Continuing operations ($.52) ($.84) $.12 Discontinued operations ($.30) ($.19) $.25 ------ ------ ---- Net (loss) income per share ($.82) ($1.03) $.37 ====== ======= ==== 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 - 2001 2000 1999 ---- ---- ---- Stock options 1,917,202 1,982,534 522,546 Subordinated convertible debentures 9,863 109,098 145,750 Seller financed convertible notes 524,961 593,333 593,333 ======= ======= ======= 24