EXHIBIT 11.1
CD&L, INC. AND SUBSIDIARIES
NET INCOME (LOSS) PER SHARE
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(in thousands, except share data)
SHARES CONSIDERED: 2002 2001 2000
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Weighted average portion of shares outstanding at
December 31, 1999 7,353,458 7,353,458 7,353,458
Weighted average portion of 305,202 common shares issued in
connection with the Company's Employee Stock Purchase Plan 305,202 305,202 76,717
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Basic weighted average shares outstanding 7,658,660 7,658,660 7,430,175
Incremental shares assumed issued in connection with stock
options and warrants outstanding 508,751 - -
Incremental shares assumed issued in connection with the
Company's Employee Stock Purchase Plan - - -
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Diluted weighted average shares outstanding 8,167,411 7,658,660 7,430,175
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Income (loss) from continuing operations $285 ($5,804) ($6,229)
Income (loss) from discontinued operations - (465) (1,419)
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Net income (loss) $285 ($6,269) ($7,648)
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Basic income (loss) per share:
Continuing operations $.04 ($.76) ($.84)
Discontinued operations .00 ( .06) ( .19)
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Net income (loss) per share $.04 ($.82) ($1.03)
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Diluted income (loss) per share:
Continuing operations $.03 ($.76) ($.84)
Discontinued operations .00 ( .06) ( .19)
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Net income (loss) per share $.03 ($.82) ($1.03)
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The following potentially dilutive common shares 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 -
2002 2001 2000
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Stock options 1,889,434 1,917,202 1,982,534
Subordinated convertible debentures - 9,863 109,098
Seller-financed convertible notes 458,083 524,961 593,333
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