1 WATERMARC FOOD MANAGEMENT CO. AND SUBSIDIARIES COMPUTATION OF EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARES 13 WEEKS ENDED ----------------------------------- DECEMBER 29, DECEMBER 31, 1996 1995 ------------ ------------ Computation of primary earnings (loss) per common and common equivalent shares: Net earnings (loss) applicable to common stock ($ 848,153) $ 19,041 ============ ============ Weighted average number of common shares outstanding 13,433,658 11,178,784 ============ ============ Primary earnings (loss) per common share ($ 0.06) $ 0.00 ============ ============ Computation of earnings (loss) per common share assuming full dilution (A): Net earnings (loss) applicable to common stock ($ 848,153) $ 19,041 Dividends on preferred stock 74,149 74,149 Interest on 9% convertible subordinated debentures 4,883 4,882 ------------ ------------ Earnings (loss) assuming full dilution ($ 769,121) $ 98,072 ============ ============ Weighted average number of shares outstanding 13,433,658 11,178,784 Common shares issuable from stock option plans and from warrants 123,332 0 Less shares assumed repurchased with proceeds (50,120) 0 Shares assumed issued upon conversion of preferred stock 411,925 411,925 Shares assumed issued upon conversion of 9% subordinated debentures 43,400 42,200 ------------ ------------ Common shares outstanding assuming full dilution 13,982,195 11,632,909 ============ ============ Earnings (loss) per common and common equivalent share assuming full dilution ($ 0.06) $ 0.01 ============ ============ (A) This calculation is submitted in accordance with the Securities and Exchange Act of 1934, Release No. 9083, although it is contrary to paragraph 40 of APB Opinion No. 15 because it produced an anti-dilutive result. 12 2 WATERMARC FOOD MANAGEMENT CO. AND SUBSIDIARIES COMPUTATION OF EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARES 26 WEEKS ENDED DECEMBER 29, 1996 DECEMBER 31, 1995 --------------------- --------------------- Computation of primary earnings (loss) per common and common equivalent shares: Net earnings (loss) applicable to common stock ($ 903,604) $ 26,517 ============ ============ Weighted average number of common shares outstanding 13,433,658 11,145,405 ============ ============ Primary earnings (loss) per common share ($ 0.07) $ 0.00 ============ ============ Computation of earnings (loss) per common share assuming full dilution (A): Net earnings (loss) applicable to common stock ($ 903,604) $ 26,517 Dividends on preferred stock 148,298 148,298 Interest on 9% convertible subordinated debentures 9,764 9,764 ------------ ------------ Earnings (loss) assuming full dilution ($ 745,542) $ 184,579 ============ ============ Weighted average number of shares outstanding 13,433,658 11,145,405 Common shares issuable from stock option plans and from warrants 121,668 0 Less shares assumed repurchased with proceeds (43,225) 0 Shares assumed issued upon conversion of preferred stock 411,925 411,925 Shares assumed issued upon conversion of 9% subordinated debentures 43,400 42,200 ------------ ------------ Common shares outstanding assuming full dilution 13,967,426 11,599,530 ============ ============ Earnings (loss) per common and common equivalent share assuming full dilution ($ 0.05) $ 0.02 ============ ============ (A) This calculation is submitted in accordance with the Securities and Exchange Act of 1934, Release No. 9083, although it is contrary to paragraph 40 of APB Opinion No. 15 because it produced an anti-dilutive result. 13