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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  For the fiscal year ended January 28, 2000.

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ______________ to ____________________.

                         Commission file number 0-21862
                                                -------

                                OROAMERICA, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                             94-2385342
         ---------                                            ----------
 (State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

443 North Varney Street, Burbank, California                     91502
--------------------------------------------                     -----
 (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code: (818) 848-5555

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $.001 par value
                         -----------------------------
                                (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

         Yes    [X]        No
               ------         -------

     Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of April 20, 2000, computed by reference to the closing sales
price as reported on The Nasdaq National Market on such date, was $14,124,425.
In determining such market value, shares of Common Stock beneficially owned by
each executive officer and director have been excluded.

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

Class                             Number of Shares Outstanding on April 20, 2000
---------                          ---------------------------------------------
Common Stock, $.001 par value                        5,858,048

                       DOCUMENTS INCORPORATED BY REFERENCE

     Pursuant to General Instruction G(3) to this form, the information required
by Part III (Items 10, 11, 12 and 13) hereof is incorporated by reference from
the registrant's definitive Proxy Statement for its Annual Meeting of
Stockholders scheduled to be held on June 8, 2000.




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ITEM 1.  BUSINESS

GENERAL

     Since its inception in 1977, OroAmerica, Inc. ("OroAmerica" or the
"Company") has grown to become the largest manufacturer and distributor of karat
gold jewelry in the United States. The Company offers its customers a large
selection of jewelry styles, consistent product quality, and prompt delivery of
product orders, and provides a wide range of specialized services. The Company's
customers include mass merchandisers, discount stores, home shopping networks,
catalog showrooms, warehouse clubs, and jewelry wholesalers and distributors. In
fiscal 2000, sales were made to approximately 1,100 customers, and sales to the
Company's ten largest customers accounted for approximately 62% of net sales.

     OroAmerica's principal product line consists of an extensive selection of
14-karat gold chains that are offered in a variety of popular styles, gauges,
and lengths. The Company also offers its customers a wide assortment of 14-karat
gold charms, earrings, rings, and bracelets and a line of 10-karat gold jewelry
that includes both chain and non-chain products. Although OroAmerica intends to
continue to aggressively market its karat gold chain product lines, it also
intends to continue its strategy of attempting to increase its sales of
non-chain karat gold products by regularly introducing new styles and building
upon relationships with existing customers. The Company also has a line of
sterling silver jewelry and, since May 1994, has designed, manufactured, and
distributed karat gold jewelry accented with diamonds and colored gemstones.

     The Company operates a manufacturing plant at its Burbank, California,
facilities where it makes a substantial portion of its products from
semi-finished materials, gold bullion, and other raw materials. The Company also
has three other manufacturing plants at which the Company manufactures rope
chain and other karat gold jewelry products. These plants are located in South
America and the Caribbean. The Company believes that its manufacturing
capabilities better enable it to respond to customer requests for customized
products, provide it with greater flexibility, and complement its outside
sources of supply. The Company's manufacturing expertise and experience also
enable it to better support and monitor the operations of its outside suppliers.

     During fiscal 1998, the Company launched a premium cigar business with the
formation of CigarAmerica, Inc., a wholly owned subsidiary of the Company. In
January 2000, the Company decided to discontinue its Cigar operating segment.
Please see "CIGAR BUSINESS" below for additional information.

JEWELRY PRODUCTS

     The Company seeks to provide its customers with a full line of high quality
karat gold jewelry products that incorporate traditional styles and designs.
While the Company regularly updates its product lines and offers new products,
it seeks to avoid designs incorporating fashion trends, which are expected to
have short life cycles. The Company currently offers over 1,800 styles of gold
chains, charms, earrings, bracelets, and rings and over 1,000 styles of sterling
silver chains, charms, earrings, bracelets, and rings. Together these styles
represent in total approximately 16,000 SKU's. The Company's products are
moderately priced, with the majority of its gold products retailing at prices
between $30 and $200 and a majority of its sterling silver products retailing at
prices between $10 and $30. The Company's products are intended to appeal to
consumers who are value-conscious as well as fashion-conscious.

     The Company's principal product line consists of an extensive selection of
14-karat gold rope and flat chains. Rope chains, as their name implies, have a
woven, rope-like appearance and typically are handmade. Flat chains are made by
specialized machinery, which hammers the chain into various patterns. The
Company's other jewelry products include 14 karat gold charms, earrings,
bracelets and rings, 14 karat gold jewelry set or accented with diamonds and
colored gemstones, a line of 10 karat gold jewelry which includes both chain and
non-chain products, sterling silver jewelry and a line of 14 karat gold
interwoven with sterling silver or with sterling silver accents. A major portion
of the Company's jewelry is finished using the diamond-cut process, a technique
which etches the surface of the jewelry to create a brilliant, faceted
appearance. The Company believes it was one of the first manufacturers to
utilize the diamond-cut process in the production of rope chains.


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     The following table shows sales by product category as a percentage of
total net sales of karat gold and sterling silver products for fiscal 2000,
1999, and 1998.

<TABLE>
<CAPTION>

                                             January 28,               January 29,              January 30,
                                                2000                      1999                     1998
                                          ----------------          -----------------        ----------------
<S>                                            <C>                       <C>                       <C>
14 karat gold chains                           39.8%                     43.9%                     50.7%
14 karat gold non-chains products              28.2                      26.7                      22.9
10 karat gold jewelry(1)                       26.5                      22.2                      19.0
18 karat & 9 karat gold jewelry                 0.3                       0.8                       1.0
Sterling silver jewelry                         5.2                       6.4                       6.4
                                             --------                  --------                  -------
                                              100.0%                    100.0%                    100.0%
                                             ========                  ========                  =======
</TABLE>

---------------
(1) Includes both chain and non-chain products

     The Company maintains a staff of designers at its Burbank facilities who
work directly with the Company's senior officers and marketing personnel to
create and develop new products meeting the needs and desires of the Company's
customers. In addition, the Company's marketing and merchandising staff work
closely with major customers to develop products that are sold exclusively by
those customers.

     The Company's product line includes approximately 500 products that are a
permanent part of its jewelry line. These products are traditionally designed
karat gold chains and other jewelry products for which there has been consistent
demand. The Company continually strives to update the balance of its product
line with innovative, new styles. New styles primarily are introduced three
times each year in connection with major trade shows and replace older styles
whose performance has declined. The Company closely monitors sales of its new
styles and promptly discontinues any styles which fail to achieve desired sales
levels.

     The Company seeks to obtain proprietary protection for its products
whenever possible. The Company's Silk Rope(R) (a line of rope chain that is
manufactured from an increased number of thinner links as compared to a standard
rope chain of comparable gauge and appearance) is manufactured using processes
covered by a utility patent owned by the Company; this patent is due to expire
in 2004. The Company's SupremeValue Rope(R) (a line of diamond-cut rope chains
that is manufactured using hollow rather than solid gold links) is manufactured
using processes covered by two utility patents that were purchased by the
Company from an unaffiliated party in April 1994, and these patents are due to
expire in 2009. The patents previously were utilized by the Company pursuant to
the terms of a license agreement with the prior owner. The Company offers a line
of diamond cut rope chain, light weight stampato bracelets, interior design hoop
earrings, talking charms, religious charms, and collections of various diamond
patterns and finishes. The Company is also expanding its selection by offering
more gauges and lengths of rope chain.

     The Company expanded its line of karat gold jewelry products by acquiring
Jerry Prince, Inc. ("JPI"), a San Diego-based jewelry company, in October 1997.
JPI specializes in the design and distribution of fine gold jewelry, including
necklaces, bracelets, pendants, charms, and other specialty precious metal
jewelry items. In fiscal 1999, the Company expanded its line of gold earrings
and necklaces by acquiring Eclipse Design, Inc. and Jene', karat gold jewelry
businesses.

     The Company generally applies for copyrights covering the design of its
charms and other selected products. During fiscal 2000, sales of products
manufactured or marketed pursuant to patents, license agreements, copyrights and
trademarks accounted for approximately 41.2% of the Company's net sales. See
"Patents and Trademarks" below.

SALES AND MARKETING

     The Company's jewelry sales and marketing operations are divided into
retail and wholesale divisions, with the retail division accounting for
approximately 85% of the Company's total net sales. The marketing efforts of the
Company's retail division are directed towards large retailers, such as mass
merchandisers and discount stores, catalog showrooms, national and regional
jewelry chains, home shopping networks, warehouse clubs, and department stores.
The wholesale division markets to jewelry


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wholesalers and distributors. The Company's marketing efforts emphasize
maintaining and building upon the Company's relationships with existing
customers.

     Providing exceptional customer service is an essential element of the
Company's marketing program. The Company maintains an extensive inventory of
finished goods which, when coupled with its manufacturing capabilities, enables
it to rapidly fill customer orders. The Company's marketing efforts emphasize
its ability to fill orders promptly and reliably.

     In addition to prompt and reliable order fulfillment, the Company offers a
wide variety of customized customer support services designed to meet the
individual needs of its customers. For many of the Company's retail customers,
the Company prepackages, price tags, and bar codes individual pieces of jewelry,
and then ships an assortment of many prepackaged items to individual retail
locations. Other services provided to retail customers include advertising and
merchandising support, point-of-sale displays, and training for sales employees.
The Company also is able to provide to its customers computer-generated reports
analyzing the customers' sales and information regarding market trends.

     In order to fill customer orders more quickly and efficiently, the Company
uses an Electronic Data Interchange ("EDI") program with certain retail
customers. Under this program, the Company electronically receives purchase
orders from participating customers and electronically transmits to the customer
order acknowledgements, invoices, and advance shipping notices. Certain large
retailers require their vendors to utilize EDI programs. During fiscal 2000,
approximately 78% of the Company's net sales were made pursuant to orders
received through the EDI program.

     Sales of new products often are first made by the Company's wholesale
division. The jewelry wholesalers and distributors who purchase the products
from the Company typically will promote the new products to their retail
customers. The promotional efforts of the wholesale division's customers provide
a cost-effective method for determining whether new products will be accepted in
the marketplace and, in the case of successful products, help generate interest
in the new products throughout the retail sector, including with customers of
the Company's retail division. Customers of the wholesale division also serve as
an outlet for discontinued products that are no longer offered to retail
customers.

     Marketing of the Company's products is conducted primarily from the
Company's Burbank offices through its direct sales force, which includes sales
personnel and customer service representatives. In addition, the Company
maintains a showroom in New York City and a sales office in the Jewelry Mart
area of Los Angeles, which serves small, wholesale customers. The Company also
utilizes the services of independent sales representatives who market to retail
customers and are compensated on a commission basis. The Company's products are
promoted through the use of product catalogs and brochures, advertisements in
trade publications, trade show exhibitions, and promotional events with
retailers. The Company does not advertise its products directly to consumers.

     Prices are based in large part on the price of gold. Prices charged to
individual customers may vary based on the services required by the customer.
The Company protects itself from fluctuations in the price of gold between order
dates and dates of sale by maintaining forward contracts for the purchase of
gold in amounts and for periods of time that approximately correspond to the
Company's obligations under such orders. If the market price of gold increases
between the order date and the date of sale, the Company is able to offset the
increase in the cost of the gold included in the products shipped to the
customer by the gain resulting from the liquidation of its position under the
related forward contracts. To the extent the Company does not maintain
appropriate forward contracts, the Company is exposed to the costs associated
with a subsequent increase in the price of gold. The Company also protects
itself from fluctuations in the price of gold through its consignment
arrangements. See "Gold Consignment Arrangements".

     The Company accepts returns of products with defects in materials or
workmanship. The Company also accepts returns of certain items, primarily from
large retailers, in order to maintain customer goodwill and as part of
promotional programs. Returns of products which are not defective generally are
made as part of stock balancing transactions in which the returned products are
replaced with products better suited to the customer's needs. In addition, the
Company also makes sales on a consignment basis. In these consignment
transactions, products are delivered to customers for more than 30 days under
terms which permit the customer to defer paying for the products until they are


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sold to its customers. For further information regarding product returns, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - General."

     While the Company sold products to approximately 1,100 customers in fiscal
2000, sales to the Company's ten largest customers accounted for approximately
62% of net sales, and sales to the Company's 50 largest customers accounted
for approximately 89% of net sales. During fiscal 2000, sales to Wal-Mart
accounted for approximately 25.0% of net sales. No other customer accounted for
more than 10% of net sales. The Company has no long-term contractual
relationships with any of its customers.

MANUFACTURING AND PURCHASING

     The Company's products are acquired through three sources: (1) products
manufactured by the Company from gold bullion and other raw materials; (2)
products completed by the Company from materials ("semi-finished materials")
partially fabricated by outside manufacturers; and (3) products purchased as
finished goods. During fiscal 2000, the Company manufactured approximately 51%
of its products from semi-finished materials and from gold bullion and other raw
materials and purchased approximately 49% of its products as finished goods. The
principal products manufactured by the Company from raw materials are cast
jewelry, such as charms, rings, earrings and bracelets, and certain styles of
rope chain. Semi-finished materials primarily consist of spools of rope chain in
which the individual links have been woven and soldered by hand by outside
manufacturers and at offshore manufacturing facilities operated by the Company.

     Jewelry manufacturing operations performed by the Company at its Burbank
facilities include: combining pure gold with other metals to produce karat gold;
manufacturing cast jewelry; fabricating links used in the manufacture of the
Company's rope chains; manufacturing certain styles of rope chain through the
use of specialized machinery; and finishing operations such as cutting chains to
the desired length, attaching clasps, cleaning, polishing, and diamond cutting.
The Company believes that its manufacturing capabilities better enable it to
respond to requests for customized products, provide it with greater
flexibility, and complement its outside sources of supply. The Company also
believes that the expertise derived from its manufacturing operations better
enables it to support and monitor the activities of its outside manufacturers.

     As part of its manufacturing operations, the Company also completes the
fabrication of semi-finished jewelry items, principally handmade rope chain.
While the Company uses machinery to manufacture certain styles of rope chain,
the individual links in most of the Company's rope chain styles are woven by
hand to form gold chains. Because this process is highly labor intensive, the
Company typically utilizes the services of manufacturers located in countries
with lower labor costs to perform the required weaving and soldering, both with
links fabricated by the Company and with links fabricated by the outside
manufacturers from gold supplied, in most instances, by the Company. The
principal manufacturers currently utilized by the Company are located in South
America. After the hand soldering operations have been completed, the chains are
returned to the Company for finishing. Finishing operations performed by the
Company include diamond cutting, cutting the chain to the desired length,
soldering a clasp to the chain and tumbling, polishing and cleaning the finished
products.

     The Company maintains a close working relationship with, and provides
ongoing technical support to, the outside manufacturers who participate in the
production of its rope chains. For further information regarding the Company's
use of outside manufacturers, including certain risks associated therewith, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - General."

     In order to reduce OroAmerica's reliance on outside manufacturers of its
rope chain products, the Company manufactures rope chain at three facilities
operated by the Company in South America and the Caribbean. In fiscal 2000,
production from these facilities accounted for approximately 80% of the rope
chain products sold by the Company. While the Company anticipates that its
overseas manufacturing facilities will reduce its use of outside manufacturers
for the production of rope chain products, the Company does not intend to
consolidate the production of rope chain products at Company-operated
facilities. Instead, the Company anticipates that it will continue to rely on
the

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services of independent outside manufacturers for the production of a
substantial portion of its rope chain products.

     In addition to products manufactured from gold bullion and semi-finished
materials, the Company purchases finished products from suppliers located
principally in Europe and the United States. The principal items purchased by
the Company are machine-made flat chains. Other items purchased as finished
goods include rings, bracelets, earrings, and charms. Jewelry purchased by the
Company frequently is manufactured under an arrangement whereby the Company
supplies all necessary gold bullion and pays a manufacturing charge and
applicable duties at the time of delivery.

     During fiscal 2000, the Company purchased gold products from approximately
200 suppliers. The largest supplier accounted for approximately 9% of the
Company's total purchases, and the ten largest suppliers accounted for
approximately 39% of total purchases. Although a substantial portion of the
Company's purchases are concentrated with a relatively small number of
suppliers, the Company does not believe the loss of any supplier would have a
material adverse effect on its business. Alternative sources of supply for the
finished goods purchased by the Company are readily available. During recent
years, the Company has increased its outside manufacturing sources and believes
it could shift production to other manufacturers currently providing services to
it and that other sources of supply would be available if the Company were to
lose the services of any of these outside manufacturers. The Company also
believes that the establishment of its own overseas manufacturing facilities for
the production of rope chain products has served to lessen its reliance on the
services provided by independent outside manufacturers. The Company has no
long-term contractual relationships with any of its suppliers.

GOLD CONSIGNMENT ARRANGEMENTS

     The Company's primary source of gold used in the manufacturing process
(including gold supplied by the Company to its outside manufacturers) is gold
acquired through consignment arrangements with various banks and bullion
dealers. The cost to the Company of the consignment program is substantially
less than the costs that would be incurred if the Company were to finance the
purchase of all of its gold requirements at the commencement of the production
process with borrowings under its revolving credit facility or other credit
arrangements. The consignment program allows the Company to maintain high
inventory levels at a relatively low cost, thereby enabling it to respond more
promptly to customer demand.

     The Company currently has in place agreements with several institutions
that consign gold to the Company. Title to consigned gold, including consigned
gold incorporated into finished products, remains with the consigning
institution until the Company purchases the gold. This substantially insulates
the Company from the risk of gold price fluctuation; however, during the period
of consignment, the entire risk of loss or damage to the gold is borne by the
Company.

     Under the consignment arrangements, the Company may defer the purchase of
gold used in the manufacturing process and held in inventory until the time of
sale of finished products to customers. Financing costs under the consignment
arrangements currently are approximately 3% per annum of the market value of the
gold held under consignment, computed daily. At the time of sale, the Company
purchases the gold included in the finished products at current market prices.
Alternatively, the Company may "replace" the consigned gold with gold purchased
from another institution. The Company generally eliminates the risk of market
fluctuations in the price of the consigned gold by either using the price it
pays for the gold to determine the prices it charges to its customers for
finished products incorporating the consigned gold or by maintaining appropriate
forward contracts for the purchase of gold which protect the Company against
fluctuations in the price of gold between the order date and the date of sale.
See "Sales and Marketing."

     In addition to gold acquired through the consignment arrangements, the
Company purchases gold from financial institutions in the form of gold bullion
and from outside manufacturers and vendors in the form of semi-finished
materials and finished goods. During fiscal 2000, the Company satisfied
approximately 75% of its gold requirements through purchases under the
consignment program and purchased the remaining 25% of its gold requirements
from manufacturers and vendors. The value of the gold purchased by the

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Company and held in inventory, as well as the value of the gold included in
returned merchandise and other gold owned by the Company, is subject to
fluctuation based on changes in the market value of gold. The Company does not
engage in hedging transactions to protect against fluctuations in the market
value of the gold owned by it. The Company's consignment agreements include
provisions which generally limit both the fair market value and amount (by
weight) of gold which the Company may hold under consignment. Based on the value
of gold on March 24, 2000, the Company currently is able to hold an aggregate of
approximately 335,000 ounces of gold under consignment; the actual amount of
gold held by the Company under consignment on that date was approximately
205,600 ounces. The amount of gold, which the Company is able to acquire under
consignment, is subject to fluctuations based on changes in the market value of
gold. The consignment agreements contain covenants restricting the amount of
consigned gold the Company may re-consign or otherwise have outside of its
possession.

     The Company's consignment arrangements generally are terminable upon 30
days advance notice to the Company. Gold consignment arrangements are common in
the jewelry industry, and the Company historically has not experienced any
difficulties in obtaining sufficient quantities of consigned gold to meet its
operating needs. If one or more institutions were to terminate the consignment
arrangements, the Company believes that it would not experience any interruption
in its gold supply that would materially adversely affect its business, as it
believes that a number of other institutions would be willing to enter into
similar arrangements. In addition, if the Company's requirements for consigned
gold were to increase, the Company believes that appropriate modifications could
be made to its existing arrangements or consignment arrangements could be
entered into with additional institutions, so that the amount of gold available
to the Company on consignment would be increased to meet its operating needs.
Nevertheless, there can be no assurance that fluctuations in the credit or
precious metals markets would not result in an interruption of the Company's
gold supply or the contractual arrangements necessary to allow the Company to
continue the use of consigned gold.

     For further information regarding the consignment agreements, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."

BACKLOG

     Substantially all of the Company's wholesale customers' orders are for
immediate shipment and typically are shipped within two to four days of receipt.
Orders from retailers typically have shipment dates which range from 24 hours to
90 days. The approximate aggregate dollar value of the Company's backlog at
April 7, 2000 and April 7, 1999, was $6.3 million and $6.6 million,
respectively. The Company expects that substantially all of the current backlog
will be shipped during the next 90 days. Annual comparisons of backlog as of any
given date are not necessarily indicative of sales trends, and the Company
believes that backlog is not indicative of the Company's future results of
operations.

COMPETITION

The jewelry industry in the United States is highly fragmented and characterized
by a large number of small to medium-sized manufacturers, wholesalers, and
distributors. The Company's business is highly competitive, and the Company's
competitors include domestic and foreign jewelry manufacturers, wholesalers and
importers who may operate on a national, regional or local level. Based upon its
knowledge of the domestic jewelry industry and a review of available
information, the Company believes that it is the largest manufacturer and
distributor of karat gold jewelry in the United States and that its resources
generally are equal to or greater than the resources of most of its competitors.
However, some companies in the jewelry industry may be larger and have greater
financial and other resources than the Company.

     OroAmerica believes that competition is based primarily on product
availability, timeliness of shipment, customer service, product quality, design,
and price. The diverse distribution channels in which the Company markets its
products frequently involve different competitive factors. The ability to
provide customized special services is a particularly important competitive
factor in sales to certain large retailers such as mass

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merchandisers, discount stores, and warehouse clubs. The Company dedicates
substantial resources to meeting such customer requirements, which are subject
to change on short notice. Product availability and the ability to offer
consistent product quality at competitive prices tend to be the key competitive
factors in sales to catalog showrooms and wholesale customers. Some of the
Company's competitors may specialize in sales to particular distribution
channels and may have relationships with customers in those distribution
channels that make competition by the Company more difficult. The Company
believes that recent consolidations at the retail level in the jewelry industry
have increased the level of competition in the markets in which the Company
competes.

INSURANCE

     The Company maintains primary all-risk insurance to cover thefts and damage
to inventory and insurance on all goods in transit. Additional insurance
coverage is provided by some of the Company's suppliers. The Company also
maintains limited fidelity insurance which provides coverage against theft
or embezzlement by employees of the Company or its suppliers.

     The Company has had a number of disputes with its former Indonesian
partner. In connection with this, the Company was denied access to its
Indonesian tobacco inventories, which approximated $1.4 million at October 29,
1999. The Company was unable to resolve these disputes and regain control of
these inventories. As a result, the Company filed a claim under its insurance
policy for recovery of the cost of the related inventories. The Company's
insurance carrier paid the claim in full in January 2000.

PATENTS AND TRADEMARKS

     The Company manufactures two lines of diamond cut rope chain using
processes covered by United States utility patents and manufactures a line of
diamond cut rope chain under the terms of a license agreement with an
unaffiliated party. The Company generally applies for copyrights for the designs
of its charms and other selected products. In addition, the Company maintains
and regularly seeks to register trademark applications for marks that it uses or
intends to use on or in connection with certain of its selected jewelry
products. The level of protection available to the Company for proprietary
products, processes, designs, and trademarks varies depending on a number of
factors, including the degree of originality and the distinctiveness of these
intellectual properties. No assurance can be given that the Company's patents,
copyrights, trademarks, and other proprietary rights will preclude competitors
from developing substantially equivalent products. See "Jewelry Products."

EMPLOYEES

     At March 31, 2000, the Company employed 395 persons in the United States,
of whom 222 were engaged in jewelry manufacturing and distribution operations,
116 were engaged in jewelry marketing, customer service, and merchandising, and
57 were engaged in management and administration. At that date, the Company also
employed approximately 700 persons at its manufacturing facilities in South
America and the Caribbean. None of the Company's employees are covered by a
collective bargaining agreement, and the Company considers its relations with
its employees to be good.

ENVIRONMENTAL MATTERS

     The Company's jewelry manufacturing operations routinely involve the use of
small quantities of materials that are classified as hazardous. The Company
believes that its use of such materials is in compliance in all material
respects with applicable federal, state, and local laws and regulations
concerning the environment and health and safety. The costs incurred by the
Company in complying with such laws and regulations have not been material to
the Company's results of operations.

     The Company's Burbank facility is located in an area of the San Fernando
Valley which is either included in, or adjacent to, an extensive area of
groundwater contamination known as the San Fernando Valley Superfund Site (the
"Site"). In 1986, the United States Environmental Protection Agency (the "EPA")
included portions of the Site on

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the National Priorities List as "Superfund Sites" pursuant to the provisions of
the Comprehensive Environmental Response, Compensation, and Liability Act, as
amended ("CERCLA"). The Company is not a party to any litigation involving the
Site, has not been identified by the EPA as a potentially responsible party
under CERCLA and does not believe that it has contributed to the existing
groundwater contamination at the Site. Nevertheless, given the location of the
Company's manufacturing facility and the fact that the Company's operations
involve the use of small quantities of hazardous materials, no assurances can be
given that the Company will not be named as a party to litigation, or as a
potentially responsible party, with respect to the Site.

CIGAR BUSINESS

     In April 1997, the Company launched its premium cigar business through its
wholly owned subsidiary, CigarAmerica, Inc. The Company manufactured,
distributed, and sold two core brands of cigars, including a line of premium
cigars which retailed at prices between $3.00 and $10.00 per cigar and a line of
super-premium cigars which retailed at prices of $20.00 and up per cigar. Both
brands were sold to the mass market through wholesale distributors,
tobacconists, and upscale stores.

     In order to promote the Company's super premium cigars, the Company leased
a 1,300 square foot store on Rodeo Drive in Beverly Hills, California, where the
Company operated a flagship cigar store. The store sold the Company's own brand
of super premium cigars, as well as cigars manufactured by other companies. In
June 1999, the Company closed is flagship Cigar store and wrote off
approximately $585,000 of leasehold improvements and other property in
connection with this closure. The Company has subleased the store to an
unrelated third party through May 2002, the duration of the original lease.

     The Company had a number of disputes with its former Indonesian partner. In
connection with this, the Company was prevented access to its Indonesian tobacco
inventories, which approximated $1.4 million at October 29, 1999. The Company
was unable to resolve these disputes and regain control of its Indonesian
tobacco inventories. As a result, the Company filed a claim under its insurance
policy for the recovery of the cost of the related inventories. The Company's
insurance carrier paid the claim in full in January 2000.

     In January 2000, the Company decided to discontinue its Cigar operating
segment. As a result, the Company's Cigar operations have been classified as
discontinued operations for each of the three years ended January 28, 2000 in
the consolidated financial statements included elsewhere herein. In January
2000, the Company recorded an estimated net loss on disposal of $1,176,000 or
$0.19 per share. The loss includes the estimated future results of operations
through January 2001, the estimated date of the closure. Major components of the
loss on disposal include write down of inventory and property and equipment net
of taxes, of $725,000 and $155,000, respectively. The loss represents
management's best estimate of the amounts to be realized on the sale of the
Company's cigar operations. However, the amounts the Company will ultimately
realize on the sale of the Company's Cigar operations could differ materially
from the amounts estimated.


FORWARD LOOKING STATEMENTS

     Certain sections of this Form 10-K contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. There are risks and uncertainties that
could cause future events and results to differ materially from those
anticipated by the Company in the forward-looking statements included in this
report. Among these risks and uncertainties are the following:

     - fluctuations in the price of gold;

     - changes in the demand for jewelry in general and gold jewelry in
       particular; changes in tastes and styles that may impact the demand for
       the Company's products or require changes in the Company's product mix;

     - increased competition in any of the Company's product lines;

     - any changes in the Company's ability to obtain gold under consignment or
       any material changes of the terms of the consignment agreements;


                                     Page 9

<PAGE>   10

     - loss of any major customers;

     - loss of a material number of outside suppliers;

     - unexpected credit losses on receivables;

     - unexpected disappearance or loss of inventory;

     - increases in the rates of returns;

     - increases in customs duties, handling charges and freight;

     - failure to maintain appropriate forward contracts to hedge outstanding
       orders;

     - domestic and international political, military, regulatory and economic
       conditions that may impact the demand for gold or the availability of
       gold;

     - political, military, regulatory or economic conditions in the countries
       outside the United States in which the Company has manufacturing
       facilities or third party manufacturers; and

     - the Company's success in its ability to protect its patents, trademarks
       and copyrights

ITEM 2.  PROPERTIES

     The Company maintains manufacturing and administrative facilities in a
52,000 square foot building owned by the Company in Burbank, California. The
Company currently utilizes approximately 20,000 square feet of this building as
manufacturing space, approximately 25,000 square feet as distribution,
warehouse, and storage space (including vaults), and approximately 7,000 square
feet as administrative offices. The Company also owns a 15,000 square foot
building, which is located in the vicinity of its current manufacturing
facility. The Company currently utilizes approximately 8,000 square feet of this
building as sales offices and approximately 7,000 square feet as administrative
facilities. In February 1999, the Company purchased an 8,000 square foot
building near its Burbank manufacturing facility which provides both office and
warehouse space. In November 1999, the Company purchased a 23,000 square foot
building near its Burbank manufacturing facility, which will provide office,
distribution and warehouse space for new product development activities. The
Company also owns two buildings adjacent to its manufacturing facility, with an
aggregate of 3,000 square feet, which are used for storage space.

     The Company has begun to consider the possible sale of all of these
buildings and the relocation and consolidation of all of the activities
currently conducted there into a single large facility in the same general area
of Burbank, California, where several suitable buildings are available for lease
or purchase. Based on a preliminary analysis, the Company believes that it would
achieve cost savings from such a consolidation and that it would be able to fund
the costs involved, including the cost of any required improvements, from the
proceeds of sale of its currently owned buildings.

     The Company also leases a sales office and showroom in New York City
pursuant to a lease which expires in April 2004. The Company also leases a
sales office and a purchasing office in the Jewelry Mart area of Los Angeles,
pursuant to leases which expire in February 2001. The Company also owns a
jewelry manufacturing facility and leases another in South America. The Company
also leases a third manufacturing facility in the Caribbean.

     In connection with its discontinued cigar business, the Company is leasing
a 29,600 square foot manufacturing facility in the Dominican Republic, pursuant
to a lease which expires in June 2003. The Company is currently evaluating this
facility for use in its jewelry operations. The Company also has leased a 1,300
square foot retail cigar shop in Beverly Hills, California, pursuant to a lease
which expires in May 2002. The retail store has been subleased to a third party
from January 2000 through May 2002.

     The Company believes that its facilities are adequate for the Company's
current operating levels and presently foreseeable growth.

                                    Page 10

<PAGE>   11

ITEM 3.  LEGAL PROCEEDINGS

     From time to time the Company is involved in litigation incidental to the
conduct of its business. The Company currently is not involved in any litigation
which, individually or in the aggregate, is material to its business or
financial condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year covered by this report.


SUPPLEMENTAL ITEM: EXECUTIVE OFFICERS

The executive officers of the Company are as follows:

<TABLE>
<CAPTION>

NAME                       AGE                            POSITION
----                       ---                            --------
<S>                        <C>              <C>
Guy Benhamou               48               Chairman of the Board, President and
                                            Chief Executive Officer
Shiu Shao                  48               Chief Operating Officer, Chief Financial Officer,
                                            Vice President and Director
Claudia Hollingsworth      40               Senior Vice President - Sales
David Wu                   51               Senior Vice President - Manufacturing
Betty Sou                  43               Controller and Secretary
Colm Plunkett              38               Treasurer
Marc J. Kesten             38               General Counsel and Assistant Secretary
</TABLE>

     GUY BENHAMOU is a co-founder of the Company and has been its President,
Chief Executive Officer and a member of its Board of Directors since its
inception in January 1977. Mr. Benhamou was appointed Chairman of the Board in
May 1993.

     SHIU SHAO has been employed by the Company since April 1981. Mr. Shao
served as Controller of the Company from 1981 to 1984 and Vice President -
Finance from 1984 until September 1991, when he was appointed Chief Financial
Officer. Mr. Shao also has served as a director of the Company since May 1993
and was appointed a Vice President in May 1994. In October 1998, Mr. Shao was
appointed Chief Operating Officer.

     CLAUDIA HOLLINGSWORTH has been employed by the Company since May 1988. Ms.
Hollingsworth served as Merchandise Manager until October 1989, when she was
appointed Vice President - Merchandising. In September 1995, Ms. Hollingsworth
was appointed Vice President - Sales. In October 1998, Ms. Hollingsworth was
appointed Senior Vice President - Sales.

     DAVID WU has been employed by the Company since 1987 and served as
Production Manager from 1987 to May 1993, when he was appointed Vice President -
Manufacturing. In October 1998, Mr. Wu was appointed Senior Vice President -
Manufacturing.

     BETTY SOU has been employed by the Company since January 1984. Ms. Sou
served as Accounting Manager from 1984 to January 1987, when she was appointed
Controller. Ms. Sou also has served as the Secretary of the Company since July
1991.

     COLM PLUNKETT has been employed by the Company since December 1989. Mr.
Plunkett served as Assistant Treasurer from December 1989 to March 1994, when he
was appointed Treasurer.

     MARC J. KESTEN has been employed by the Company as in-house counsel since
May 1997. In June 1998, Mr. Kesten was appointed General Counsel and Assistant
Secretary.

     Executive officers are elected by and serve at the discretion of the Board
of Directors. No family relationships exist between any of the officers or
directors of the Company.



                                    Page 11



<PAGE>   12
                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

     The Company's Common Stock has traded in the Nasdaq National Market under
the trading symbol "OROA" since the Company's initial public offering on
September 23, 1993.

     The following table sets forth the range of the high and low sales prices
for the fiscal periods indicated, as reported on the Nasdaq National Market. On
April 20, 2000, there were 22 holders of record of the Common Stock.

<TABLE>
<CAPTION>

YEAR ENDED JANUARY 28, 2000
                                                  HIGH              LOW
                                                  ----              ---
<S>                                              <C>               <C>
         First quarter                           $11.00            $8.06
         Second quarter                           $8.63            $6.81
         Third quarter                            $8.00            $6.63
         Fourth quarter                           $7.00            $6.00


YEAR ENDED JANUARY 29, 1999

         First quarter                           $11.63            $4.63
         Second quarter                          $13.63            $9.00
         Third quarter                           $11.25            $5.69
         Fourth quarter                          $11.63            $8.06
</TABLE>


     The Company has not paid dividends on the Common Stock since its initial
public offering in September 1993 and does not intend to pay dividends in the
foreseeable future. The Board of Directors currently intends to retain earnings
for use in the Company's business. In addition, the Company's revolving credit
facility and gold consignment agreements contain covenants which prohibit the
payment of dividends on the Common Stock.

ITEM 6.  SELECTED FINANCIAL DATA

The following table sets forth selected financial data and other selected data
of the Company. The selected historical financial data in the table for the five
years in the period ended January 28, 2000 are derived from the audited
consolidated financial statements of the Company. The data should be read
together with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the consolidated financial statements and related
notes and other financial information included elsewhere herein.


                                    Page 12


<PAGE>   13

                                OROAMERICA, INC.
                             SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

For the fiscal years ended
(Dollars in thousands, except                  January 28,      January 29,       January 30,      January 31,       February 2,
per share and other data)                             2000             1999              1998             1997              1996
--------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>               <C>              <C>               <C>
Net sales                                         $169,455         $169,212          $154,918         $173,877          $208,720
Cost of goods sold, exclusive
     of depreciation                               136,621          137,583           128,688          149,553           183,724
                                               ---------------------------------------------------------------------------------
Gross profit                                        32,834           31,629            26,230           24,324            24,996
Selling, general and administrative,
     and other expenses (1)                         21,237           18,251            12,318           17,564            20,673
                                               ---------------------------------------------------------------------------------
Operating income                                    11,597           13,378            13,912            6,760             4,323
Interest expense                                     2,240            1,530             1,894            2,885             3,423
                                               ---------------------------------------------------------------------------------
Income from continuing operations
     before income taxes                             9,357           11,848            12,018            3,875               900
Provision for income taxes                           3,464            4,383             4,687            1,685               554
                                               ---------------------------------------------------------------------------------
Net income from continuing operations                5,893            7,465             7,331            2,190               346
Loss from discontinued operations                   (2,521)          (1,011)             (653)               -                 -
                                               ---------------------------------------------------------------------------------
Net income                                          $3,372           $6,454            $6,678           $2,190              $346
                                               =================================================================================

Basic net income per share:
     Income from continuing operations              $0.98             $1.19            $1.17             $0.35             $0.06
     Loss from discontinued operations              (0.42)            (0.16)           (0.10)             -                  -
                                               ---------------------------------------------------------------------------------
     Net income per share                           $0.56             $1.03            $1.07             $0.35             $0.06
                                               =================================================================================

Diluted net income per share:
     Income from continuing operations              $0.97             $1.18            $1.16             $0.35             $0.06
     Loss from discontinued operations              (0.41)            (0.16)           (0.10)             -                  -
                                               ---------------------------------------------------------------------------------
     Net income per share                           $0.56             $1.02            $1.06             $0.35             $0.06
                                               =================================================================================

Weighted average shares outstanding             6,023,824         6,287,556        6,254,212         6,250,711         6,248,378
Weighted average shares outstanding
    assuming dilution                           6,045,295         6,337,885        6,270,761         6,256,075         6,248,378
                                               ---------------------------------------------------------------------------------
Other Data:
Amount of gold sold by weight
(in ounces of fine gold)                          340,149           337,545          309,900           306,763           337,855
Average daily gold price per ounce (2)               $278              $294             $325              $384              $386
Balance Sheet Data:
     Working capital                              $48,050          $ 50,727          $48,211           $40,663           $39,022
     Total assets                                 $88,094          $ 90,103          $86,665           $75,261           $73,544
     Long-term debt, including current
         portion                                  $     -          $      -           $2,688            $3,199            $4,537
     Total stockholders' equity                   $72,543          $ 72,457          $66,197           $59,510           $57,301
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1)   Selling, general and administrative, and other expenses include bad debt
     expense, depreciation and amortization expense, and other income and other
     expense, in addition to selling, general and administrative expenses. In
     fiscal 1998, selling, general and administrative, and other expenses have
     been reduced by other income of $6.6 million, including $4.7 million of
     proceeds from the settlement of litigation with the Company's insurer to
     recover losses from two former gold jewelry manufacturers.

2)   Based on the Second London Gold Fixing.




                                    Page 13



<PAGE>   14

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

     The following discussion and analysis should be read together with the
consolidated financial statements and notes thereto included elsewhere herein.

GENERAL

Reclassifications

     In fiscal 2000, the Company elected to reclassify certain expenses in its
Consolidated Statements of Income. As a result, net sales, cost of sales, and
selling, general and administrative expenses have been restated for all periods
presented to reflect these new classifications. The effect of this
reclassification was to decrease net sales, increase cost of sales, and decrease
selling, general and administrative expenses for all periods presented. This
change in classification has no effect on previously reported net income or
earnings per share.

Gross Sales; Returns

     The Company reduces gross sales by the amount of returns and discounts to
determine net sales. Each month the Company estimates a reserve for returns
based on historical experience and the amount of gross sales. The total of
actual returns and the provision for the returns reserve amounted to 10.9% of
gross sales in fiscal 2000, 11.2% of gross sales in fiscal 1999, and 13.0% of
gross sales in fiscal 1998. The Company has implemented quality control
procedures to reduce returns of defective merchandise. Discounts to customers
have not had a material effect on the Company's results of operations. For
further information regarding the reserve for returns, see Note 1 of Notes to
Consolidated Financial Statements.

     Prices for the Company's jewelry products generally are determined by
reference to the current market price of gold. Consequently, the Company's sales
are affected by increases, decreases or volatility in the price of gold.

Inventories

     The Company accounts for its jewelry inventories at the lower of cost or
market, using the last-in, first-out (LIFO) method to determine cost, less the
allowance for uncollectible vendor advances. As a result, the Company's gross
profit margin can be affected by changes in LIFO reserves and the allowance for
vendor advances, as well as by changes in the amount of gold owned at each
period end and fluctuations in the price of gold.

     Consigned gold is not included in inventory, and there is no related
liability recorded at year-end. Financing costs under the consignment
arrangements currently are approximately 3% per annum of the market value of the
gold held under consignment, computed daily. If the market value of gold
increases, and assuming consignment levels remain constant, the financing costs
incurred by the Company under the consignment arrangements will increase in
proportion to the increase in the market value of gold. At January 28, 2000 and
January 29, 1999, the Company held 227,600 and 191,100 ounces, respectively,
under the consignment arrangements. At January 28, 2000 and January 29, 1999,
the Company owned approximately 7,300 ounces and 5,700 ounces of gold,
respectively.

     For further information regarding the accounting policies applicable to the
Company's inventories, see Note 2 of Notes to Consolidated Financial Statements.

Outside Manufacturers

     In fiscal 2000, the Company purchased approximately 49% of its products as
finished goods and completed the manufacture of approximately 51% of its
products from semi-finished materials partially fabricated by outside
manufacturers. Of the total amount of products purchased from outside
manufacturers in fiscal 2000, approximately 63% were purchased from foreign
manufacturers and approximately 37% were purchased from domestic manufacturers.
The Company's use of domestic and foreign outside manufacturers minimizes the
capital invested in property, plant and equipment and the overhead associated
with a Company-employed manufacturing labor force. The use of foreign
manufacturers also allows the Company to take advantage of the lower labor costs

                                    Page 14


<PAGE>   15
prevailing in developing countries. Risks generally inherent in the use of
outside manufacturers include security at the manufacturer's facility, transport
of materials to and from the manufacturer, theft by the manufacturer or its
employees and bankruptcy or other financial problems of the manufacturer. The
Company's arrangements with its foreign manufacturers are subject to the
additional risks of doing business abroad, including risks associated with
economic or political instability in the countries in which such manufacturers
are located, labor strikes, risks associated with potential import restrictions
and risks associated with United States and foreign governmental policies,
regulations and restrictions affecting the purchase, import and export of gold.
Purchases from foreign vendors are dollar denominated and, therefore, the
Company is not exposed to currency fluctuation risk.

     Both finished and semi-finished materials frequently are manufactured under
an arrangement whereby the Company supplies all necessary gold (or, in some
instances, supplies funds to purchase the required gold) to an outside
manufacturer and pays a manufacturing charge and applicable duties at the time
of delivery. These arrangements, which the Company believes are common in the
jewelry industry, reduce the costs charged to the Company by its outside
manufacturers and allow the Company to employ qualified manufacturers who might
be unable to finance the acquisition of the gold required in the production
process. The Company typically advances to its manufacturers sufficient gold to
cover manufacturing requirements for a two-to-three week cycle, and as completed
products are shipped to the Company, additional gold is advanced to the
manufacturer.

     The Company utilizes certain controls and procedures to minimize the credit
risks associated with advancing funds or gold to its outside manufacturers. The
Company believes its procedures will reduce, but will not eliminate, its
exposure to credit losses. The procedures employed by the Company include
monitoring the performance and financial condition of outside manufacturers,
monitoring each manufacturer's "credit limit", inspection visits made to the
production facilities of outside manufacturers and management's review and
evaluation of credit worthiness. The Company attempts to diversify its sources
of supply and broadly allocate production over its base of manufacturers in
order to reduce the amount of orders it places with any single manufacturer. As
of March 24, 2000, $1.6 million of gold owned by or consigned to the Company
was in the possession of outside manufacturers. On that date, the largest amount
held by a single manufacturer was $294,000.

     The Company believes its use of outside manufacturers provides it with a
cost-effective source for products. The Company believes that advancing gold to
its outside manufacturers has resulted in significant cost savings and that any
credit risks associated with this practice can be maintained at an acceptable
level by careful management of the Company's relationships with its outside
manufacturers, the continued diversification of the Company's sources of supply
and the maintenance of adequate reserves. However, no assurances can be given
that possible future financial problems or other factors affecting its outside
manufacturers will not have a material adverse effect on the Company's financial
condition or results of operations.

Seasonality

     The Company's business, and the jewelry business in general, are highly
seasonal. The third and fourth quarters of the Company's fiscal year, which
include customers' purchases for the Christmas shopping season, historically
have accounted for approximately 60% of the Company's annual net sales and a
somewhat higher percentage of the Company's income before taxes. While the
fourth quarter generally produces the strongest results, the relative strengths
of the third and fourth quarters are subject to variation from year to year
based on a number of factors, including the purchasing patterns of the Company's
customers. The seasonality of the Company's business places a significant demand
on working capital resources to provide for a buildup of inventory in the third
quarter (which is primarily satisfied by an increase in the amount of gold held
under consignment) and in turn has led to a seasonal buildup in customer
receivables in the fourth quarter and the first quarter of the succeeding fiscal
year.

RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated, the percentage
of net sales represented by certain items included in the Consolidated
Statements of Income.



                                    Page 15



<PAGE>   16


<TABLE>
<CAPTION>

                                                             AS A PERCENTAGE OF NET SALES
                                                                      YEAR ENDED
                                               ------------------------------------------------------------
                                                January 28,             January 29,             January 30,
                                                      2000                     1999                    1998
                                               ------------------------------------------------------------
<S>                                            <C>                      <C>                      <C>
Net sales                                          100.0%                   100.0%                   100.0%
Cost of goods sold                                  80.6                     81.3                     83.1
                                                ----------               --------                  -------
Gross profit                                        19.4                     18.7                     16.9
Selling, general and administrative,
    and other expenses                              12.6                     10.8                      8.0
                                                ----------               ----------                -------
Operating income                                     6.8                      7.9                      8.9
Interest expense                                     1.3                      0.9                      1.2
                                                ----------               ----------                -------
Income from continuing operations
     Before taxes                                    5.5                      7.0                      7.7
Provision for income taxes                           2.0                      2.6                      3.0
                                                ----------               ----------                -------
Income from continuing operations                    3.5                      4.4                      4.7
Loss from discontinued operations                   (1.5)                    (0.6)                    (0.4)
                                                ----------               ----------                -------
Net income                                           2.0%                     3.8%                     4.3%
                                                ==========               ==========                =======

</TABLE>


FISCAL 2000 COMPARED TO FISCAL 1999

     Net sales for fiscal 2000 increased by $243,000, or 0.1%, from fiscal 1999.
This increase was due primarily to an increase in the amount of gold jewelry (by
weight) sold, offset by decreases in sales prices due to a reduction in the
average market price of gold.

     Gross profit for fiscal 2000 increased by $1.2 million, or 3.8%, from
fiscal 1999. As a percentage of net sales, gross profit increased to 19.4% in
fiscal 2000, from 18.7% in fiscal 1999. Excluding the effect of gold price
fluctuations and LIFO reserve adjustments, the gross profit margins for fiscal
2000 and fiscal 1999 would have been 18.9% and 18.3%, respectively. The increase
in gross profit margin in fiscal 2000 is primarily due to changes in sales
product mix. The gold prices used to value inventory at year-end for fiscal 2000
and fiscal 1999 were $286.75 and $285.40, respectively.

     Selling, general and administrative, and other expenses includes bad debt
expense, depreciation and amortization expense, and other income or other
expense, in addition to selling, general and administrative expenses. Selling,
general and administrative, and other expenses for fiscal 2000 increased by $3.0
million, or 16.4%, from the prior year. As a percentage of sales, these expenses
increased to 12.6%, from 10.8% in fiscal 1999. The increase in the dollar amount
of selling, general and administrative, and other expenses, results primarily
from increased personnel costs of $476,000, increased professional, consulting
and outside services of $501,000, increased depreciation and amortization
expense of $1.3 million and a decrease in other income of $1.2 million.
Personnel costs have increased primarily due to increased head count resulting
from expanded product development and customer service activities. Depreciation
and amortization expense has increased due to depreciation expense related to
increased capital expenditures, and to a $583,000 write-off of goodwill related
to the fiscal 1995 acquisition of Jerry Madison Enterprises. Other income
declined due to the absence in the current year of non-recurring miscellaneous
income.

     Interest expense for the year ended January 28, 2000, increased
approximately $710,000, or 46.4%, from the prior year. Interest expense
increased due to increased consignment rates and expanded borrowing under
consignment agreements.

     The provision for income taxes in fiscal 2000 decreased by $919,000 as
compared to fiscal 1999 primarily due to a decrease in taxable income between
years. The effective tax rate for both fiscal 2000 and fiscal 1999 was 37%. See
Note 6 - Income Taxes.



                                    Page 16


<PAGE>   17
     Loss from discontinued operations results from the Company's decision to
discontinue its Cigar operating segment. The increase in loss from discontinued
operations primarily results from the estimated net loss on disposal of
$1,176,000 recorded in January 2000. See Note 14 - Discontinued Operations.

FISCAL 1999 COMPARED TO FISCAL 1998

     Net sales for fiscal 1999 increased by $14.3 million, or 9.2%, from fiscal
1998. This increase was due primarily to an increase in the amount of gold
jewelry (by weight) sold, offset by decreases in sales prices due to a reduction
in the average market price of gold. The Company attributes the volume increase
to customers obtained as a result of the October 1997 acquisition of Jerry
Prince, Inc. and to new products introduced during the year.

     Gross profit for fiscal 1999 increased by $5.4 million, or 20.6%, from
fiscal 1998. As a percentage of net sales, gross profit increased to 18.7% in
fiscal 1999, from 16.9% in fiscal 1998. Excluding the effect of gold price
fluctuations and LIFO and vendor reserve adjustments, the gross profit margins
for fiscal 1999 and fiscal 1998 would have been 18.3% and 17.0%, respectively.
The increase in gross profit margin in fiscal 1999 is primarily due to changes
in sales product mix. The gold prices used to value inventory at year-end for
fiscal 1999 and fiscal 1998 were $285.40 and $304.85, respectively.

     Selling, general and administrative, and other expenses includes bad debt
expense, depreciation and amortization expense, and other income or other
expense, in addition to selling, general and administrative expenses. Selling,
general and administrative, and other expenses for fiscal 1999 increased by $5.9
million, or 48.2%, from the prior year. As a percentage of sales, these expenses
increased to 10.8%, from 8.0% in fiscal 1998. Selling, general and
administrative, and other expenses for fiscal 1998 include a one-time litigation
settlement award of $4.7 million and a $852,000 gain from the sale of the
Company's investment in an affiliated entity, both of which were accounted for
as reductions of selling, general and administrative, and other expenses.
Excluding the settlement award and the gain on sale of investment, selling,
general and administrative, and other expenses for fiscal 1999 increased
$421,000, or 2.4%, from the prior year, and decreased to 10.8% from 11.5% as a
percentage of sales. The increase in the dollar amount of selling, general and
administrative, and other expenses, excluding the settlement award and gain on
sale of investment, results primarily from increased personnel costs of $1.0
million, increased selling expenses of $350,000, and increased product cost
expense of $542,000. These increases were offset by a decrease in bad debt
expense of $632,000, decreased amortization and depreciation expense of $238,000
and an increase in other income of $929,000.

     Interest expense for the year ended January 29, 1999, decreased
approximately $364,000, or 19.2%, from the prior year. Interest expense declined
due to the pay off of mortgages.

     The provision for income taxes in fiscal 1999 decreased by $304,000 as
compared to fiscal 1998 primarily due to a decrease in taxable income between
years. The effective tax rates for fiscal 1999 and fiscal 1998 were 37% and 39%,
respectively. See Note 6 - Income Taxes.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has satisfied its working capital requirements through
internally generated funds, a gold consignment program and borrowings under its
revolving credit facility.

     A substantial portion of the Company's gold supply needs are satisfied
through gold consignment arrangements with several financial institutions.
During fiscal 2000, the Company satisfied approximately 75% of its gold
requirements through purchases under the consignment program and purchased the
remaining 25% of its gold requirements from financial institutions,
manufacturers and vendors. Under the consignment arrangements, the Company may
defer the purchase of gold used in the manufacturing process and held in
inventory until the time of sale of finished goods to customers. Financing costs
under the consignment arrangements currently are approximately 3% per annum of
the market value of the gold held under consignment, computed daily. The maximum
amount of gold that the Company may hold on consignment was 335,000 ounces at
January 28, 2000 and is subject to fluctuation based on changes in the market
value of gold. The gold consignment agreements contain covenants regarding the
amount of consigned gold the Company may reconsign or otherwise have outside its
possession at any one time. At January 28, 2000, the Company held approximately
227,600 ounces of gold under consignment. During fiscal 2000, 1999, and 1998,
the largest amount of gold held under consignment was 288,500 ounces, 220,500
ounces, and 182,300 ounces, respectively, and the average amount of gold held
under consignment was 251,900 ounces, 171,900 ounces, and 141,600 ounces,
respectively. Use of the consignment arrangements tends to be highest during the
third quarter.

                                    Page 17


<PAGE>   18
     The Company has a $10 million revolving credit facility with Bank of
America NT&SA, which expires August 1, 2000. Available borrowings may not exceed
the lesser of $10 million or 75% of eligible accounts receivable minus a reserve
amount as provided for under the credit facility. No amounts were outstanding
under the revolving credit facility at January 28, 2000 or January 29, 1999.
During fiscal 2000, 1999, and 1998, the Company's highest outstanding balances
under its revolving credit facilities were $9.3 million, $400,000, and $300,000,
respectively, and the average amounts outstanding were $72,200, $1,100, and
$3,000, respectively. Borrowings under the revolving credit facility tend to be
highest in the fourth quarter. For further information regarding the consignment
agreements and the revolving credit facility, see "Business --Gold Consignment
Arrangements" and Notes 2 and 4 of Notes to Consolidated Financial Statements.

     The Company incurred capital expenditures of approximately $6.9 million in
fiscal 2000, principally related to the acquisition of manufacturing and office
facilities, upgrade of the Company's primary business application software, and
purchase of manufacturing and computer equipment. The Company expects to incur
capital expenditures related to its jewelry business of approximately $1.5
million in fiscal 2001, principally for the acquisition of distribution systems
and manufacturing and computer equipment. The Company believes that funds
generated from operations, the gold consignment program and the borrowing
capacity under its revolving credit facility will be sufficient to finance its
working capital and capital expenditure requirements for the next 12 months.
Except as described above and under Item 2 - Properties, the Company is not
aware of any material expenditures, significant balloon payments or other
payments on long-term obligations or any other demands or commitments, including
off-balance sheet items to be incurred within the next 12 months. Inflation has
not materially impacted the Company's revenues or income.

YEAR 2000

     During fiscal 1999 the Company identified substantially all of the major
computers, software applications, and related equipment used in connection with
its internal operations that had to be modified, upgraded or replaced to become
Year 2000 compliant and began the related system modifications. During fiscal
2000, the Company upgraded its primary business application software to the
latest version, which is Year 2000 compliant. The Company completed this
conversion in September 1999. All remaining business applications were upgraded,
modified or replaced. In addition, the Company's non-information technology
systems and equipment, such as its security and communications systems, were
upgraded or replaced. The Company also addressed the compliance of key suppliers
and customers.

     The Company did not experience any significant malfunctions or errors in
its operating or business systems when the date changed from 1999 to 2000. Based
on operations since January 1, 2000, the Company does not expect any significant
impact to its ongoing business operations as a result of the Year 2000 issue.
However, Year 2000 compliance has many elements and potential consequences, some
of which may not be foreseeable or may be realized in future periods.
Consequently, there can be no assurance that unforeseen circumstances will not
arise, or that the Company will not in the future identify equipment or systems
which are not Year 2000 compliant. The Company is currently not aware of any
significant Year 2000 or similar problem that may have arisen with its key
customers, suppliers or other significant third parties.

     The total cost of the Company's Year 2000 compliance approximated $300,000.
The cost of the Year 2000 project was expensed as incurred and did not have a
material adverse effect on the Company's results of operations, liquidity or
capital resources. The estimated cost of implementing the Company's primary
business software upgrade approximated $2.5 million and is not included in the
Year 2000 project cost. The software upgrade was initiated to meet future
business and industry requirements and the related cost was capitalized in
accordance with generally accepted accounting principles. The costs associated
with the Company's Year 2000 compliance efforts and software upgrade were funded
with cash flows from operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to market risk related to changes in the price of
gold, and selectively uses forward contracts to manage this risk. The Company
enters into forward contracts for the purchase of gold to hedge outstanding
customer orders for future delivery in order to mitigate the risk of price
fluctuations. The Company does not enter into forward contracts or other
financial instruments for speculation or trading purposes. At January 28, 2000,
outstanding forward purchase contracts totaled $10.0 million and expire no
later than May 2000. The carrying values of these forward purchase contracts
approximate their fair value because of the relatively short maturity of these
contracts.




                                    Page 18


<PAGE>   19

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

     The following consolidated financial statements are included as a separate
section following the signature page to this Form 10-K and are incorporated
herein by reference:

<TABLE>
<CAPTION>

                                                                                  PAGE NO.
                                                                                  --------
<S>                                                                               <C>
Report of Independent Accountants.....................................................F-1
Consolidated Financial Statements:
    Consolidated Balance Sheets as of January 28, 2000 and
         January 29, 1999.............................................................F-2
    Consolidated Statements of Income for the years ended
         January 28, 2000, January 29, 1999 and January 30, 1998......................F-3
    Consolidated Statements of Changes in Stockholders' Equity for
         the years ended January 28, 2000, January 29, 1999 and January 30, 1998......F-4
    Consolidated Statements of Cash Flows for the years ended
         January 28, 2000, January 29, 1999, and January 30, 1998.....................F-5
    Notes to Consolidated Financial Statements........................................F-6
</TABLE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

        Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is set forth, in part, in the
Supplemental Item, "Executive Officers" in Part I of this report. The balance of
the information required by this item is incorporated by reference from the
Company's definitive proxy statement for its Annual Meeting of Stockholders
scheduled to be held on June 8, 2000.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item is incorporated by reference from the
Company's definitive proxy statement for its Annual Meeting of Stockholders
scheduled for June 8, 2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated by reference from the
Company's definitive proxy statement for its Annual Meeting of Stockholders
scheduled for June 8, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated by reference from the
Company's definitive proxy statement for its Annual Meeting of Stockholders
scheduled for June 8, 2000.


                                    Page 19



<PAGE>   20

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A) 1.   FINANCIAL STATEMENTS:

     The following consolidated financial statements are filed as part of this
report:

<TABLE>
<CAPTION>

                                                                                     PAGE NO.
                                                                                     --------
<S>                                                                                  <C>
Report of Independent Accountants........................................................F-1
Consolidated Financial Statements:
    Consolidated Balance Sheets as of January 28, 2000 and
             January 29, 1999............................................................F-2
    Consolidated Statements of Income for the years ended
             January 28, 2000, January 29, 1999 and January 30, 1998.....................F-3
    Consolidated Statements of Changes in Stockholders' Equity for
             the years ended January 28, 2000, January 29, 1999,
             and January 30, 1998........................................................F-4
    Consolidated Statements of Cash Flows for the years ended
             January 28, 2000, January 29, 1999, and January 30, 1998....................F-5
    Notes to Consolidated Financial Statements...........................................F-6
</TABLE>

(A) 2.   FINANCIAL STATEMENT SCHEDULES

     The following financial statement schedule is filed as part of this report:

<TABLE>
<CAPTION>
                                                                                       PAGE NO.
                                                                                       --------
<S>                                                                                    <C>
Schedule II - Valuation and Qualifying Accounts ......................................... S-1
</TABLE>

     Schedules other than the schedule listed above are omitted for the reason
that they are not required or are not applicable, or the required information is
shown in the consolidated financial statements or notes thereto.

(B)      REPORTS ON FORM 8-K
         NONE.

(C)      EXHIBITS

         The following exhibits are filed as part of this report:

         3.1      Certificate of Incorporation of the registrant, together with
                  amendments filed June 15, 1993 and September 23, 1993.(l)

         3.2      Certificate of Amendment to Certificate of Incorporation dated
                  July 3, 1995.(6)

         3.3      Bylaws of the registrant.(1)

         10.1     Form of Consignment Agreement between the registrant and each
                  of the consigning institutions.(2)

         10.2     Form of Loan Agreement between the registrant and each of
                  Fleet Precious Metals Inc. and ABN AMRO Bank N.V.(2)

         10.3     Sixth Amended and Restated Credit Agreement, dated July 22,
                  1994, between the registrant and Bank of America National
                  Trust and Savings Association.(3)

         10.4     Amendment No. Six to Sixth Amended and Restated Credit
                  Agreement, dated November 1, 1996, between the registrant and
                  Bank of America National Trust and Savings Association.(8)

         10.5     First Amendment and Agreement, dated July 22, 1994, among the
                  consigning institutions and the lenders named therein and the
                  registrant.(3)

                                    Page 20
<PAGE>   21

         10.6     Second Amendment and Agreement, dated December 2, 1994, among
                  the consigning institutions and the lenders name therein and
                  the registrant.(5)

         10.7     Third Amendment and Agreement, dated May 30, 1995, among the
                  consigning institutions and the lenders named therein and the
                  registrant.(6)

         10.8     Fourth Amendment and Agreement, dated July 28, 1995, among the
                  consigning institutions and the lenders named therein and the
                  registrant.(7)

         10.9     Second Amended and Restated Intercreditor Agreement, dated
                  July 22, 1994, among the lenders named therein and the
                  registrant.(3)

         10.10    Amended and Restated Security Agreement, dated February 25,
                  1994, among the lenders named therein and the registrant.(2)

         10.11    Trademark Collateral Assignment, dated February 25, 1994,
                  among the lenders named therein and the registrant.(2)

         10.12    First Amendment to Trademark Collateral Assignment, dated July
                  22, 1994, among the lenders named therein and the
                  registrant.(3)

         10.13    Trademark Collateral Assignment, dated July 22, 1994, among
                  the lenders named therein and the registrant.(3)

         10.14    Patent Collateral Assignment, dated February 25, 1994, among
                  the lenders named therein and the registrant.(2)

         10.15    First Amendment to Patent Collateral Assignment, dated July
                  22, 1994, among the lenders named therein and the
                  registrant.(3)

         10.16    Patent Collateral Assignment, dated April 3, 1989, among the
                  lenders named therein and the registrant, together with
                  amendments dated August 11, 1989, December 4, 1989 and May 1,
                  1992.(1)

         10.17    Fourth Amendment to Patent Collateral Assignment.(2)

         10.18    Fifth Amendment to Patent Collateral Assignment, dated July
                  22, 1994.(3)

         10.19    Sixth Amendment to Patent Collateral Assignment, dated May 30,
                  1995, among the lenders named therein and the registrant.(6)

         10.20    Patent Collateral Assignment, dated July 22, 1994, among the
                  lenders named therein and the registrant.(3)

         10.21    First Amendment to Trademark Collateral Assignment, dated May
                  30, 1995, among the lenders named therein and the
                  registrant.(6)

         10.22    Second Amendment to Trademark Collateral Assignment, dated May
                  30, 1995, among the lenders named therein and the
                  registrant.(6)

         10.23    First Amendment to Patent Collateral Assignment, dated May 30,
                  1995, among the lenders named therein and the registrant.(6)

         10.24    Second Amendment to Patent Collateral Assignment, dated May
                  30, 1995, among the lenders named therein and the
                  registrant.(6)

         10.25    Business Loan Agreement, dated September 10, 1993, between the
                  registrant and Cathay Bank.(1)

         10.26    Business Loan Agreement, dated February 10, 1993, between the
                  registrant and Cathay Bank.(1)



                                    Page 21
<PAGE>   22
         10.27    Mortgage Loan, dated March 9, 1995, between the registrant and
                  Cathay Bank.(6)

         10.28    Mortgage Loan, dated March 9, 1995, between the registrant and
                  Cathay Bank.(6)

         10.29    Mortgage Loan, dated November 1995, between the registrant and
                  Cathay Bank.(9)

         10.30    Note Secured by Deed of Trust, dated July 31, 1989, by the
                  registrant in favor of Chester Scott and Elizabeth D.
                  Scott.(1)

         10.31    All-Inclusive Purchase Money Promissory Note Secured by Long
                  Form All-Inclusive Purchase Money Deed of Trust, dated April
                  13, 1981, by the registrant in favor of Carl Mattera, together
                  with amendments dated May 1, 1991 and August 9, 1991.(1)

         10.32    Employment Agreement, dated June 10, 1993, between the
                  registrant and Guy Benhamou.*(1)

         10.33    Tax Indemnification Agreement, dated June 10, 1993, between
                  the registrant and Guy Benhamou.*(1)

         10.34    Amended and Restated OroAmerica, Inc. 1988 Incentive Stock
                  Option Plan.*(1)

         10.35    OroAmerica, Inc. Salary Deferral and Profit Sharing Plan, as
                  amended.*(1)

         10.36    Form of awards under the OroAmerica, Inc. Executive/Key
                  Employee Bonus Plan.*(1)

         10.37    Form of Indemnification Agreement between the registrant and
                  its directors and executive officers.*(1)

         10.38    Summary of dependent medical insurance coverage for executive
                  officers.*(1)

         10.39    OroAmerica, Inc. Directors' Stock Option Plan.*(4)

         10.40    OroAmerica, Inc. 1994 Chief Executive Officer Bonus Plan.*(5)

         10.41    Letter Agreement, dated August 8, 1996, between the registrant
                  and Shiu Shao.*(10)

         10.42    Letter Agreement, dated August 8, 1996, between the registrant
                  and Sophia Chalermsopone.*(10)

         10.43    Letter Agreement, dated August 8, 1996, between the registrant
                  and Claudia Hollingsworth. *(10)

         10.44    Letter Agreement, dated August 8, 1996, between the registrant
                  and David Wu.*(10)

         10.45    Letter Agreement, dated September 11, 1996, between the
                  registrant and Betty Sou.*(10)

         10.46    Exclusive License Agreement, dated December 15, 1996, between
                  Fragrance Business Company Limited and the registrant. (10)

         10.47    Purchase-Sale Agreement, dated August 26, 1997, between the
                  registrant and Ravel, Inc.(11)

         10.48    Asset Purchase-Sale Agreement, dated October 29, 1997, between
                  the registrant and Jerry Prince, Inc.(12)

         10.49    Stock Option Agreement, dated as of March 18, 1996, between
                  the registrant and Ronald A. Katz.*(13)

         10.50    Stock Option Agreement, dated as of April 14, 1997, between
                  the registrant and Bertram K. Massing.*(13)

         10.51    OroAmerica, Inc. 1998 Incentive Stock Option Plan.*(14)



                                    Page 22
<PAGE>   23

         10.52    OroAmerica, Inc. Supplemental Non-Employee Director Stock
                  Option Plan.* (15)

         21.1     Subsidiaries of the registrant.

         23.1     Consent of PricewaterhouseCoopers LLP.

         27.1     Financial Data Schedule.

---------------

*        Management contract, compensatory plan or arrangement.

(1)      Previously filed in the Exhibits to the registrant's Registration
         Statement on Form S-1 (File No. 33-63422) and incorporated by reference
         herein.

(2)      Previously filed in the Exhibits to the registrant's Annual Report on
         Form 10-K for the fiscal year ended January 28, 1994 and incorporated
         by reference herein.

(3)      Previously filed in the Exhibits to the registrant's Quarterly Report
         on Form 10-Q for the quarterly period ended July 29, 1994 and
         incorporated by reference herein.

(4)      Previously filed in the Exhibits to the registrant's Registration
         Statement on Form S-8 (File No. 33-84028) and incorporated by reference
         herein.

(5)      Previously filed in the Exhibits to the registrant's Annual Report on
         Form 10-K for the fiscal year ended January 27, 1995 and incorporated
         by reference herein.

(6)      Previously filed in the Exhibits to the registrant's Quarterly Report
         on Form 10-Q for the quarterly period ended July 28, 1995 and
         incorporated by reference herein.

(7)      Previously filed in the Exhibits to the registrant's Quarterly Report
         on Form 10-Q for the quarterly period ended October 27, 1995 and
         incorporated by reference herein.

(8)      Previously filed in the Exhibits to the registrant's Quarterly Report
         on Form 10-Q for the quarterly period ended November 1, 1996 and
         incorporated by reference herein.

(9)      Previously filed in the Exhibits to the registrant's Annual Report on
         Form 10-K for the fiscal year ended January 31, 1997 and incorporated
         by reference herein.

(10)     Previously filed in the Exhibits to the registrant's Annual Report on
         Form 10-K for the fiscal year ended January 30, 1998 and incorporated
         by reference herein.

(11)     Previously filed in the Exhibits to the registrant's Current Report on
         Form 8-K dated August 26, 1997 and incorporated by reference herein.

(12)     Previously filed in the Exhibits to the registrant's Amended Current
         Report on Form 8-K/A dated October 29, 1997 and incorporated by
         reference herein.

(13)     Previously filed in the Exhibits to the registrant's Registration
         Statement on Form S-8 (File No. 333-51703) and incorporated by
         reference herein.

(14)     Previously filed in the Exhibits to the registrant's Registration
         Statement on Form S-8 (File No. 333-58699) and incorporated by
         reference herein.

(15)     Previously filed in the Exhibits to the registrant's Registration
         Statement on Form S-8 (File No. 333-63811) and incorporated by
         reference herein.


                                    Page 23
<PAGE>   24


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        OROAMERICA, INC.


Date:  April 24, 2000                    By: /s/ Guy Benhamou
                                         ---------------------------------------
                                         Guy Benhamou, Chairman of the Board,
                                         President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date:  April 24, 2000                    /s/ Guy Benhamou
                                         ---------------------------------------
                                         Guy Benhamou, Chairman of the Board,
                                         President and Chief Executive Officer


Date:  April 24, 2000                    /s/ Shiu Shao
                                         ---------------------------------------
                                         Shiu Shao, Chief Operating Officer,
                                         Chief Financial Officer,
                                         Vice President and Director


Date:  April 24, 2000                    /s/ Betty Sou
                                         ---------------------------------------
                                         Betty Sou, Controller (Principal
                                         Accounting Officer)


Date:  April 24, 2000                    /s/ Bertram K. Massing
                                         ---------------------------------------
                                         Bertram K. Massing, Director


Date:  April 24, 2000                    /s/ David Rousso
                                         ---------------------------------------
                                         David Rousso, Director


Date:  April 24, 2000                    /s/ John Arzoian
                                         ---------------------------------------
                                         John Arzoian, Director



                                    Page 24
<PAGE>   25


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of OroAmerica, Inc.

In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page 20, present fairly, in all material
respects, the financial position of OroAmerica, Inc. and its subsidiaries at
January 28, 2000 and January 29, 1999, and the results of their operations and
their cash flows for each of the three years in the period ended January 28,
2000 in conformity with accounting principles generally accepted in the United
States. In addition, in our opinion, the financial statement schedule listed in
the index appearing under Item 14 (a) (2) on page 20, presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. These financial statements
and financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.




PricewaterhouseCoopers LLP
Los Angeles, California
March 31, 2000


                                      F-1
<PAGE>   26

                                OROAMERICA, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 January 28,     January 29,
                                                                                        2000            1999
                                                                                 -----------     -----------
<S>                                                                                 <C>            <C>
(Dollars in thousands except share amounts)
ASSETS
Current assets:
    Cash and cash equivalents                                                       $ 26,923       $ 30,263
    Accounts receivable less allowance for returns
         and doubtful accounts of $11,840 and $11,797                                 15,270         19,454
    Other accounts and notes receivable                                                  865            969
    Inventories (Note 2)                                                              15,846         13,694
    Deferred income taxes (Note 6)                                                     3,449          3,205
    Prepaid items and other current assets                                               780            788
    Assets available for sale (Note 14)                                                  468              -
                                                                                    --------       --------
        Total current assets                                                          63,601         68,373

Property and equipment, net (Note 3)                                                  15,232         11,342
Goodwill and other intangible assets, net  (Notes 1 and 8)                             4,428          5,532
Patents, net (Note 1)                                                                  4,198          4,687
Other assets (Note 6)                                                                    635            169
                                                                                    --------       --------
                                                                                    $ 88,094       $ 90,103
                                                                                    ========       ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                                $  5,726       $  8,165
    Income taxes payable (Note 6)                                                      1,092          1,660
    Accrued expenses (Note 5)                                                          8,733          7,821
                                                                                    --------       --------
        Current and total liabilities                                                 15,551         17,646
                                                                                    --------       --------

Commitments and contingencies (Notes 2 and 10)                                             -              -
Stockholders' equity (Note 13):
    Preferred stock, 500,000 shares authorized, $.001 par value;
        none issued and outstanding
    Common stock, 10,000,000 shares authorized, $.001 par value;
       6,368,878 and 6,366,378 shares issued at January 28,
       2000 and January 29, 1999, respectively                                             6              6
    Paid-in capital                                                                   43,564         43,551
    Accumulated other comprehensive loss                                                 (34)             -
    Note receivable from stock sale                                                     (190)          (190)
    Treasury stock, 510,830 shares and 95,000 shares at
        January 28, 2000 and January 29, 1999, respectively                           (3,841)          (576)
    Retained earnings                                                                 33,038         29,666
                                                                                    --------       --------
         Total stockholders' equity                                                   72,543         72,457
                                                                                    --------       --------
                                                                                    $ 88,094       $ 90,103
                                                                                    ========       ========
</TABLE>

See accompanying notes to consolidated financial statements.



                                      F-2
<PAGE>   27

                                OROAMERICA, INC.
                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
For the fiscal years ended                                      January 28,         January 29,          January 30,
(Dollars in thousands, except per share amounts)                       2000                1999                1998
------------------------------------------------                -----------         -----------          ----------
<S>                                                             <C>                 <C>                 <C>
Net sales                                                       $   169,455         $   169,212         $   154,918
Cost of goods sold, exclusive of depreciation                       136,621             137,583             128,688
                                                                -----------         -----------         -----------
       Gross profit                                                  32,834              31,629              26,230
                                                                -----------         -----------         -----------

Selling, general and administrative expenses                         18,442              18,012              16,424
Depreciation and amortization                                         3,585               2,263               2,501
Interest expense                                                      2,240               1,530               1,894
Other income (Notes 7 and 12)                                          (790)             (2,024)             (6,607)
                                                                -----------         -----------         -----------
       Total expenses                                                23,477              19,781              14,212
                                                                -----------         -----------         -----------
Income from continuing operations before income taxes                 9,357              11,848              12,018
Provision for income taxes (Note 6)                                   3,464               4,383               4,687
                                                                -----------         -----------         -----------
               Net income from continuing operations                  5,893               7,465               7,331
                                                                -----------         -----------         -----------
Discontinued operations (Note 14):
     Loss from operations of discontinued Cigar segment
         (Less applicable income tax benefits of $789,
         $593 and $418, respectively)                                (1,345)             (1,011)               (653)
     Loss from disposal of discontinued Cigar segment,
         including provision of $253 for operating
         losses during phase-out period (less applicable
         tax benefit of $691)                                        (1,176)                  -                   -
                                                                -----------         -----------         -----------
               Total loss from discontinued operations               (2,521)             (1,011)               (653)
                                                                -----------         -----------         -----------

Net income                                                      $     3,372         $     6,454         $     6,678
                                                                ===========         ===========         ===========
Basic net income per share
     Income from continuing operations                          $      0.98         $      1.19         $      1.17
     Loss from discontinued operations                                (0.42)              (0.16)              (0.10)
                                                                -----------         -----------         -----------
     Net income per share                                       $      0.56         $      1.03         $      1.07
                                                                ===========         ===========         ===========
Diluted net income per share
     Income from continuing operations                          $      0.97         $      1.18         $      1.16
     Loss from discontinued operations                                (0.41)              (0.16)              (0.10)
                                                                -----------         -----------         -----------
     Net income per share                                       $      0.56         $      1.02         $      1.06
                                                                ===========         ===========         ===========

Weighted average shares outstanding                               6,023,824           6,287,566           6,254,212
Dilutive effect of stock options                                     21,471              50,319              16,549
                                                                -----------         -----------         -----------
Weighted average shares outstanding assuming dilution             6,045,295           6,337,885           6,270,761
                                                                ===========         ===========         ===========
</TABLE>

See accompanying notes to consolidated financial statements.



                                      F-3
<PAGE>   28


                                OROAMERICA, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                               Number of Shares
                              ------------------
For the fiscal years ended                                                                             Note
January 30, 1998,                                                                  Accumulated       Receivable
January 29,1999 and            Common     Common                                       Other           From       Treasury
January 28, 2000                Stock    Stock in   Common   Paid-in    Retained   Comprehensive       Stock       Stock
(dollars in thousands)         Issued    Treasury    Stock   Capital    Earnings        Loss           Sale       At Cost    Total
----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>        <C>     <C>        <C>         <C>            <C>           <C>        <C>
BALANCE AT JANUARY 31, 1997  6,252,378          -     $ 6   $ 42,970   $ 16,534       $   -          $    -     $     -    $59,510
Stock options exercised          2,000                  -          9                                                             9
Comprehensive net income                                                  6,678                                              6,678
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 30, 1998  6,254,378          -       6     42,979     23,212           -               -           -     66,197
Stock options exercised        112,000                  -        572                                   (190)                   382
Treasury stock acquired at
   cost                                  (95,000)                                                                  (576)      (576)
Comprehensive net income                                                  6,454                                              6,454
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 29, 1999  6,366,378   (95,000)       6     43,551     29,666           -            (190)       (576)    72,457
Stock options exercised          2,500                  -         13                                                            13
Treasury stock acquired at
   cost                                 (415,830)                                                                (3,265)    (3,265)
Comprehensive net income:
   Net income                                                             3,372                                              3,372
   Change in unrealized                                                                 (34)                                   (34)
     losses on securities
-----------------------------------------------------------------------------------------------------------------------------------
Comprehensive net income                                                  3,372         (34)                                 3,338
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 28, 2000  6,368,878  (510,830)     $ 6   $ 43,564   $ 33,038       $ (34)         $ (190)    $(3,841)   $72,543
===================================================================================================================================
</TABLE>


          See accompanying notes to consolidated financial statements.



                                      F-4
<PAGE>   29


                                OROAMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               For Fiscal Years Ended
                                                                        ------------------------------------
Dollars in thousands,                                                   January 28,  January 29, January 30,
Increase (decrease) in cash                                                    2000        1999         1998
----------------------------------------------------------------        -----------  ----------  ----------
<S>                                                                       <C>         <C>         <C>
Cash flows from operating activities:
Net income                                                                $  3,372    $  6,454    $  6,678
Deduct loss from discontinued operations                                    (2,521)     (1,011)       (653)
                                                                          --------    --------    --------
Income from continuing operations                                            5,893       7,465       7,331
Adjustments to reconcile net income from continuing
  operations to cash provided by continuing operations:
     Depreciation and amortization                                           3,585       2,263       2,501
     Provision for losses on accounts receivable                               264         115         763
     Provision for estimated returns                                          (117)        795         160
     Provision for uncollectible vendor advances                                 -           -          50
     Loss (gain) on sale of property                                             9         (39)          -
     Gain on sale of investment in affiliate                                     -           -        (852)
Changes in assets and liabilities, net of effects from
   dispositions and acquisitions:
     Accounts receivable                                                     3,848        (546)     (1,145)
     Other accounts and notes receivable                                     1,286      (1,792)     (3,919)
     Inventories                                                            (4,693)       (771)      2,943
     Deferred income taxes                                                    (244)       (594)       (233)
     Prepaid income taxes and income taxes payable                            (568)        217       1,000
     Prepaid items and other assets, net                                      (521)        265         569
     Accounts payable, accrued expenses and
       deferred liabilities                                                 (1,755)       (732)      4,041
                                                                          --------    --------    --------
         Net cash provided by operating activities of
             continuing operations                                           6,987       6,646      13,209
                                                                          --------    --------    --------
Cash flows from investing activities:
     Capital expenditures                                                   (6,876)     (1,631)     (1,337)
     Acquisitions, net of cash acquired (Note 8)                                 -      (2,241)     (4,506)
     Purchase of available for sale securities                                (270)          -           -
     Proceeds from sale of investment in affiliate                               -           -       1,429
     Proceeds from sale of property                                             23          42           -
                                                                          --------    --------    --------
         Net cash used in investing activities of
             continuing operations                                          (7,123)     (3,830)     (4,414)
                                                                          --------    --------    --------

Cash flows from financing activities:
     Gross borrowings under line-of-credit agreement                        26,350         400         300
     Repayment of borrowings under line-of-credit                          (26,350)       (400)       (300)
     Principal repayments of long-term debt                                      -      (2,688)       (886)
     Purchase of treasury stock                                             (3,265)       (576)          -
     Issuance of common stock                                                   13         382           9
                                                                          --------    --------    --------
         Net cash used in financing activities of
             continuing operations                                          (3,252)     (2,882)       (877)
                                                                          --------    --------    --------

Cash provided by (used in) discontinued Cigar operations                        48         (22)         52
                                                                          --------    --------    --------

(Decrease) increase in cash and cash equivalents                            (3,340)        (88)      7,970
Cash and cash equivalents at beginning of period                            30,263      30,351      22,381
                                                                          --------    --------    --------
Cash and cash equivalents at end of period                                $ 26,923    $ 30,263    $ 30,351
                                                                          ========    ========    ========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>   30


                                OROAMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Line of business

OroAmerica, Inc. (the Company) is a Delaware corporation primarily engaged in
importing, manufacturing and distributing gold jewelry products to large
retailers such as mass merchandisers and discount stores, catalog showrooms,
national and regional jewelry chains, home shopping networks, warehouse clubs
and department stores and to jewelry wholesalers and distributors.

During fiscal 1998, the Company entered the premium cigar manufacturing and
distribution business. In fiscal 1998, Cigar operations consisted primarily of
securing tobacco inventories and establishing manufacturing facilities in the
Dominican Republic and Indonesia. In fiscal 1999, the Company began selling
cigars to retailers and opened its retail cigar store in Beverly Hills,
California. In January 2000, the Company decided to discontinue its cigar
operations. (See Note 14)

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
all majority-owned subsidiaries. Investments in 20% to 50% owned affiliated
companies are accounted for on the equity method where the Company exercises
significant influence over operating and financial affairs. Otherwise,
investments are included at cost. Significant intercompany transactions are
eliminated in consolidation.

Accounting Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Fiscal Years

The Company reports results of operations for a fiscal year consisting of a 52
or 53 week period ending the Friday closest to January 31. Each of the three
fiscal years ended January 28, 2000, January 29, 1999, and January 30, 1998,
consists of fifty-two weeks.

Reclassifications

In fiscal 2000, the Company elected to reclassify certain expenses in its
Consolidated Statements of Income. As a result, net sales, cost of sales, and
selling, general and administrative expenses have been restated for all periods
presented to reflect these new classifications. The effect of this
reclassification was to decrease net sales, increase cost of sales and decrease
selling, general and administrative expenses for all periods presented. This
change in classification has no effect on previously reported net income or
earnings per share.

Statement of Cash Flows

For the purposes of reporting cash flows, cash and cash equivalents include
amounts held at financial institutions or highly liquid investments with
original maturities of ninety days or less when purchased. The fair value of
cash and cash equivalents approximates their carrying amount.




                                      F-6
<PAGE>   31


Supplemental cash flow information and non-cash investing and financing
activities are as follows:

<TABLE>
<CAPTION>

Fiscal Year (in thousands)                          2000        1999        1998
--------------------------                       -------     -------     -------
<S>                                              <C>         <C>         <C>
Cash paid during the year for:
     Interest                                    $ 1,906     $ 1,554     $ 1,878
     Income taxes                                $ 3,017     $ 4,237     $ 3,234
Non-cash investing and financing activities:
     Note receivable from stock sales            $     -     $   190     $     -
     Unrealized loss on securities               $    34     $     -     $     -
Acquisitions (Note 8):
     Fair value of assets acquired               $     -     $ 2,241     $ 5,832
Liabilities assumed                                    -           -        (942)
                                                 -------     -------     -------
      Cash paid                                  $     -     $ 2,241     $ 4,890
                                                 =======     =======     =======
</TABLE>

Concentrations of Credit Risk

The Company's financial instruments subject to credit risk consist primarily of
cash equivalents and accounts receivable. The Company places its cash
equivalents in high quality securities with a major bank and financial
institution. With respect to accounts receivable, the Company extends credit
based on an evaluation of a customer's financial condition, generally without
requiring collateral. Exposure to losses on receivables is principally dependent
on each customer's financial condition. The Company monitors its exposure for
credit losses and maintains allowances for anticipated losses. The Company's ten
largest customers accounted for approximately 62% of net sales in 2000, 59%
of net sales in 1999 and 54% of net sales in 1998. One customer, Wal-Mart,
accounted for 25%, 22% and 16% of the Company's net sales for the years
ended January 28, 2000, January 29, 1999, and January 30, 1998, respectively. No
other individual customer accounts for more than 10 percent of sales. At January
28, 2000 and January 29, 1999, gross accounts receivable included balances
totaling $17.5 million and $15.3 million, respectively, from the Company's ten
largest customers.

Allowance for Sales Returns and Doubtful Accounts

The Company reduces gross sales by the amount of discounts and returns to
determine net sales. Each month the Company estimates a reserve for returns
based on historical experience and the amount of gross sales. The reserve is
adjusted periodically to reflect the Company's actual return experience. The
Company provides allowances for doubtful accounts receivable when it determines
that such amounts are uncollectible. Actual bad debt and sales return experience
has been in line with management's expectations. The allowances are as follows
at the following dates:

<TABLE>
<CAPTION>

                                              January 28,         January 29,
                                                     2000                1999
                                              -----------         -----------
<S>                                           <C>                 <C>
 Doubtful accounts                            $ 1,960,000         $ 1,800,000
 Sales returns                                $ 9,880,000         $ 9,997,000

</TABLE>

Cost of Goods Sold and Inventories

The principal component of inventories and cost of goods sold is the cost of the
bullion and other raw materials used in the production of the Company's jewelry.
Other components of inventories and cost of goods sold include direct costs
incurred by the Company in its manufacturing operations, fees paid to outside
manufacturers, procurement costs such as customs duties, handling charges and
freight, and provisions for uncollectible vendor advances.



                                      F-7
<PAGE>   32
The Company accounts for its jewelry inventories at the lower of cost or market,
using the last-in, first-out (LIFO) method to determine cost. Year end gold
inventory cost used in determining incremental LIFO layers is based on the year
end gold market price at the Second London Gold Fixing. The LIFO cost may
increase or decrease from year to year as a result of changes in quantities and
unit prices in ending inventory. Consigned gold is not included in inventory,
and there is no related liability recorded at year-end.

"Market" consists of the market value of gold in inventory, determined as of the
last day of the reporting period, plus allocated manufacturing costs (labor and
overhead). When market value is lower than LIFO cost and market value declines
from period to period, the carrying value of inventory is reduced, resulting in
an increase in cost of goods sold.

The Company accounts for its tobacco and other inventories at the lower of cost
or market, using the first-in, first-out (FIFO) method to determine cost.

Forward Purchase Contracts

The Company enters into forward contracts for the purchase of gold to hedge
outstanding customer orders for future delivery in order to mitigate the risk of
price fluctuations. The Company does not enter into forward contracts for
trading purposes. The effects of hedging transactions are recognized when
contracts are settled. The aggregate amounts of forward contracts were $10.0
million and $4.3 million at January 28, 2000 and January 29, 1999, respectively.
The forward contracts outstanding at January 28, 2000 expire no later than May
2000. The carrying values of the forward purchase contracts approximate their
fair values because of the relatively short maturity of these contracts.

Property and Equipment

Property and equipment are stated at cost. Expenditures for major renewals and
improvements, which substantially increase the useful lives of assets, are
capitalized. Repair and maintenance costs are expensed as incurred. Depreciation
of buildings and equipment is provided over the estimated useful lives of the
assets using straight-line and accelerated methods. Amortization of leasehold
improvements is provided using the straight-line method over the life of the
lease or asset, whichever is shorter. The useful lives range from three to
twenty years.

Goodwill and Other Intangible Assets

Goodwill in the amount of $5,793,000, which arose in connection with the
acquisition of a former stockholder's interest in the Company and its affiliates
in 1987, is amortized over twenty-five years. Goodwill in the amount of
$973,000, which arose in connection with the fiscal 1995 acquisition of Jerry
Madison Enterprises, a jewelry company specializing in the production and
distribution of diamond-accented and gemstone jewelry merchandise, was deemed to
be impaired and written off. (See "Impairment of Long-Lived Assets" below.) In
fiscal 1998, the Company recorded $200,000 of goodwill related to the Jerry
Prince acquisition, which is being amortized over five years (Note 8). In fiscal
1999, the Company recorded goodwill related to the Eclipse and Jene acquisitions
of approximately $1.1 million, which is being amortized over periods of five and
fifteen years, respectively. Amortization expense for fiscal 2000, 1999 and 1998
was $412,000, $361,000 and $293,000, respectively. Accumulated amortization at
January 28, 2000 and January 29, 1999 was $3,437,000 and $3,025,000,
respectively.

Covenants-not-to-compete in the amount of $540,000 were executed in connection
with the fiscal 1999 acquisitions of Jene and Eclipse (See Note 8). These
covenants-not-to-compete are being amortized on a straight-line basis, over
terms ranging from four to five years. Amortization expense for fiscal 2000 and
1999 approximated $110,000 and $39,000, respectively. Accumulated amortization
at January 28, 2000 and January 29, 1999 was $149,000 and $39,000, respectively.

Patents

The Company owns patents for several of its jewelry products and amortizes its
patents over their economic useful lives, estimated between fifteen and
seventeen years. Amortization expense was approximately $489,000 for each of the
three fiscal years in 2000, 1999, and 1998. Accumulated amortization at January
28, 2000 and January 29, 1999, was $3,319,000 and $2,830,000, respectively.

Impairment of Long-Lived Assets

Long-lived assets and certain identifiable intangibles to be held and used or
disposed of by the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying value of an asset may not be
recoverable. An impairment loss is recognized when the estimate of undiscounted
future cash flows expected to be generated by the asset is less than its
carrying amount. An impairment loss is measured as the amount by which the
carrying amount of the asset exceeds its fair value. In fiscal 2000, the



                                      F-8
<PAGE>   33


Company recorded an impairment loss of $583,000, resulting from the write-off of
unamortized goodwill related to the acquisition of Jerry Madison Enterprises. No
impairment losses were recognized in fiscal 1999 or fiscal 1998.

Income Taxes

The provision for income taxes includes amounts related to current taxable
income and deferred income taxes. A deferred income tax asset or liability is
determined by applying currently enacted tax laws and rates to the expected
reversals of cumulative temporary differences between the carrying value of
assets and liabilities for financial statement and income tax purposes.
Additionally, a valuation allowance is established to reduce a deferred tax
asset if it is more likely than not that all, or some portion, of such deferred
tax asset will not be realized. The deferred income tax provision is measured by
the change in the net deferred income tax asset or liability during the year.

Stock Compensation

The Company accounts for employee stock-based compensation in accordance with
Accounting Principles Board Opinion No. 25, "Accounting For Stock Issued To
Employees." In February 1996, the Company adopted the disclosure requirements of
Statement of Financial Accounting Standards No. 123 ("SFAS No. 123"),
"Accounting For Stock-Based Compensation" (See Note 11).

Net Income Per Share

Basic net income per share is computed by dividing net income by the
weighted-average number of common shares outstanding. Diluted earnings per share
reflects the potential dilution that would occur if securities or other
contracts to issue common stock were exercised or converted into common stock.
Diluted net income per share includes the dilutive effect of stock options.

Marketable Securities Available for Sale

The Company records investments in debt and equity securities, which are
available for sale, at fair value in the financial statements and reports
unrealized holding gains and losses as a net amount as a separate component of
stockholders' equity until realized.

New Accounting Standards

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivatives and Hedging
Activities" ("SFAS 133"), which the Company is required to adopt in fiscal years
beginning after June 15, 2000. SFAS 133 requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. Additionally, SFAS 133
defines the accounting for changes in the fair value of the derivatives
depending on the intended use of the derivative. The impact of SFAS 133 on the
Company's financial statements will depend on a variety of factors, including
the extent of the Company's hedging activities, the types of hedging instruments
used and the effectiveness of such instruments. The Company is currently
assessing the impact SFAS 133 will have on its consolidated financial
statements.



                                      F-9
<PAGE>   34

NOTE 2 - INVENTORIES:

Inventories consist of the following (in thousands except per ounce data):

<TABLE>
<CAPTION>

                                               January 28,     January 29,
                                                     2000            1999
                                               ----------      ----------
<S>                                              <C>             <C>
Gold and other raw materials                     $  3,264        $  2,401
Manufacturing costs and other                      13,478          10,304
                                                 --------        --------
Jewelry inventories                                16,742          12,705
Tobacco inventories (Note 14)                           -           2,541
Other inventories                                       -             116
                                                 --------        --------
                                                   16,742          15,362
LIFO cost less than FIFO cost                        (216)           (988)
Allowance for vendor advances                        (680)           (680)
                                                 --------        --------
Inventories                                      $ 15,846        $ 13,694
                                                 ========        ========

Gold price per ounce:                            $ 286.75        $ 285.40
                                                 ========        ========

</TABLE>

The Company values its jewelry inventories using the last-in, first-out (LIFO)
method. The Company values its tobacco and other inventories using the first-in,
first-out (FIFO) method.

The Company has several consignment agreements with gold consignors, providing
for a maximum aggregate consignment of 335,000 fine troy ounces. In accordance
with the consignment agreements, title remains with the gold consignors until
purchased by the Company.

At January 28, 2000 and January 29, 1999, the Company held 227,600 and 191,100
fine troy ounces of gold under consignment agreements, respectively. Consigned
gold is not included in inventory and there is no related liability recorded at
year-end. The purchase price per ounce is based on the daily Second London Gold
Fixing. Manufacturing costs included in inventory represent costs incurred to
process consigned and Company owned gold into finished jewelry products.

The gold consignors and the Company's revolving credit lender (Note 4) have a
security interest in substantially all the assets of the Company. The Company
pays to the gold consignors a consignment fee based on the dollar equivalent of
ounces outstanding, computed based on the Second London Gold Fixing, as defined
in the agreements. Each consignment agreement is terminable on 30 days notice by
the Company or the consignor.

The gold consignment agreements require the Company to comply with certain
covenants with respect to its working capital, current ratio and tangible net
worth and to maintain the aggregate of its accounts receivable and inventory of
gold at specified minimums. Additional provisions of the agreements:(a) prohibit
the payment of dividends, (b) limit capital expenditures, (c) limit the amount
of debt the Company may incur, (d) prohibit the Company from engaging in mergers
and acquisitions without prior approval, (e) require the Company to maintain and
assign as additional collateral key man life insurance on its chief executive
officer in the amount of $5.0 million, (f) prohibit termination of the chief
executive officer's employment for any reason other than death or disability and
prohibit any material amendment to his employment contract and (g) require
notice if the Company's principal stockholder (who is also its chief executive
officer) ceases to own at least 40% of the Company's outstanding common stock.
At January 28, 2000, the Company was in compliance with all of the requirements
of its consignment agreements.

In fiscal 2000, 1999 and 1998, the Company reduced jewelry inventory levels,
which resulted in liquidations of LIFO inventory layers carried at lower costs
in prior years. The effect of the liquidations for 2000, 1999 and 1998 was to
decrease cost of sales by approximately $772,000, $739,000 and $153,000,
respectively, and to increase net income by $486,000 ($.08 per basic and
dilutive net income per share), $466,000 ($.07 per basic and dilutive net income
per share), and $93,000 ($.01 per basic and dilutive net income per share),
respectively.


                                      F-10
<PAGE>   35


NOTE 3 - PROPERTY AND EQUIPMENT:

Property and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>

                                                                    January 28,     January 29,
                                                                           2000            1999
                                                                  -------------    ------------
<S>                                                               <C>              <C>
Land                                                              $       4,734    $      3,396
Buildings, leaseholds and improvements                                    8,721           8,373
Construction in progress                                                     37             190
Automobiles                                                                 508             494
Office furniture and equipment                                           10,877           8,186
Manufacturing equipment                                                   5,803           4,265
                                                                  -------------    ------------
                                                                         30,680          24,904
Less:  Accumulated depreciation                                         (15,448)        (13,562)
                                                                  -------------    ------------
                                                                  $      15,232    $     11,342
                                                                  =============    ============
</TABLE>


NOTE 4 - BORROWINGS UNDER REVOLVING CREDIT AGREEMENT:

The Company has a $10 million revolving credit facility with Bank of America, NT
& SA which expires August 1, 2000. Available borrowings may not exceed the
lesser of $10 million or 75% of eligible accounts receivable minus a reserve
amount, as provided for under the credit facility. Advances under the credit
facility bear interest at the lender's prime rate minus 0.25%, or, at the
Company's option, at short-term fixed rates or rates determined by reference to
offshore interbank market rates plus 1.75%. No short-term advances were
outstanding at January 28, 2000 or January 29, 1999. The revolving credit
facility also provides for the issuance of banker's acceptances, and for the
issuance of letters of credit in an aggregate amount not to exceed $2.5 million
at any one time. Banker's acceptances bear an interest rate based on the bank's
prevailing discount rate at the time of issuance plus 1.75%. No banker's
acceptances were outstanding as of January 28, 2000 or January 29, 1999.
Stand-by letters of credit outstanding at January 28, 2000 and January 29, 1999,
totaled $1,000,000 and $1,500,000, respectively. Amounts outstanding under the
Bank of America credit agreement are secured by substantially all of the
Company's assets; the Company's gold consignors also have security interests in
these assets, and all of the consignors and Bank of America are parties to a
collateral sharing agreement. The revolving credit agreement contains
substantially the same covenants and other requirements as are contained in the
Company's gold consignment agreements (Note 2). At January 28, 2000, the Company
was in compliance with all of the requirements of its consignment agreements.

NOTE 5 - ACCRUED EXPENSES:

Accrued expenses consist of the following (in thousands):
<TABLE>
<CAPTION>

                                                       January 28,      January 29,
                                                              2000             1999
                                                      ------------     ------------
<S>                                                   <C>              <C>
Advertising and customer promotions                   $      4,099     $      3,577
Deferred liabilities                                           301              736
Payroll and fringe benefits                                  2,067            2,286
Professional fees                                              266              213
Other miscellaneous                                          2,000            1,009
                                                      ------------     ------------
Total                                                 $      8,733     $      7,821
                                                      ============     ============

</TABLE>


                                      F-11
<PAGE>   36

NOTE 6 - INCOME TAXES:

     The provision for income taxes for the fiscal years 2000, 1999 and 1998 are
     summarized as follows (in thousands):

<TABLE>
<CAPTION>

                                              2000          1999          1998
                                           -------       -------       -------
<S>                                        <C>           <C>           <C>
Current:
     Federal                               $ 1,808       $ 3,605       $ 3,763
     State                                     441           809           739
     Foreign                                   203          --            --
                                           -------       -------       -------
                                             2,452         4,414         4,502
                                           -------       -------       -------
Deferred:
     Federal                                  (308)         (481)         (198)
     State                                    (160)         (143)          (35)
                                           -------       -------       -------
                                              (468)         (624)         (233)
                                           -------       -------       -------

Total income tax provision                   1,984         3,790         4,269
Allocation to discontinued operations       (1,480)         (593)         (418)
                                           -------       -------       -------
Provision for income taxes on income
     from continuing operations            $ 3,464       $ 4,383       $ 4,687
                                           =======       =======       =======
</TABLE>


Deferred tax assets by jurisdiction are as follows (in thousands):

<TABLE>
<CAPTION>

                                                   January 28,       January 29,
                                                          2000              1999
                                                   -----------       -----------
<S>                                                <C>               <C>
Deferred taxes - Federal                           $     2,887       $     2,579
Deferred taxes - State                                     865               705
                                                   -----------       -----------
                                                   $     3,752       $     3,284
                                                   ===========       ===========
</TABLE>

Deferred tax assets (liabilities) are comprised of the following (in thousands):

<TABLE>
<CAPTION>

                                                             January 28,        January 29,
                                                                    2000               1999
                                                            ------------       ------------
<S>                                                         <C>                <C>
Deferred tax liabilities
     Inventory                                              $     (2,065)      $     (2,023)
     Fixed and intangible assets                                       -                (95)
     Prepaid box supplies                                           (177)               (82)
                                                            ------------       ------------
         Total deferred tax liabilities                           (2,242)            (2,200)
                                                            ------------       ------------

Deferred tax assets
     Reserve for returns                                           3,936              3,982
     Bad debt reserve                                                789                710
     Compensation accruals                                           278                320
     Net operating loss carryforwards                                178                177
     Fixed assets and intangibles                                    113                  -
     Provision for discontinued operations                           385                  -
     Other                                                           315                295
                                                            ------------       ------------
         Total deferred tax assets                                 5,994              5,484
                                                            ------------       ------------

Net deferred tax assets                                     $      3,752       $      3,284
                                                            ============       ============
</TABLE>

At January 28, 2000 and January 29, 1999, other assets includes long-term net
deferred tax assets of $303,000 and $79,000, respectively.

At January 28, 2000, the Company has federal net operating loss carryforwards
("NOLs") of $876,000. These NOLs are subject to the limitations under Internal
Revenue Code Section 382, which limit their usage to $58,000 in any given year.
The federal NOLs expire in fiscal 2001 through fiscal 2009.



                                      F-12
<PAGE>   37

The following is a reconciliation for the U.S. federal statutory rate and the
effective tax rate:

<TABLE>
<CAPTION>


Fiscal year ended                                                  January 28,     January 29,     January 30,
                                                                          2000            1999            1998
                                                                   -----------     -----------     -----------
<S>                                                                <C>             <C>             <C>
Federal statutory rate                                                 34.0%          34.0%             34.0%
State and local income taxes,
    net of federal tax benefits                                         3.4            4.3               4.2
Goodwill amortization                                                   5.6            1.0               0.9
Effect of foreign operations                                           (4.1)          (6.3)             (4.4)
Other, net                                                             (1.9)           4.0               4.3
                                                                   ----------      ---------       ---------
Effective income tax rate                                              37.0%          37.0%             39.0%
                                                                   ==========      =========       ==========
</TABLE>


The Company has not provided for U.S. federal income and foreign withholding
taxes on $5.7 million of foreign subsidiaries' undistributed earnings as of
January 28, 2000, because such earnings are intended to be reinvested
indefinitely.

NOTE 7 - RELATED PARTY TRANSACTIONS:

The Company accounts for its investments in less than majority-owned entities
using the equity method. The results of operations and the financial positions
of the affiliates are immaterial to the Company.

At January 31, 1997, the Company owned a 45 percent interest in Sicor, an
Italian corporation which manufactures gold chain, jewelry and similar items. In
December 1997, the Company sold its investment in Sicor for approximately $1.4
million, resulting in a gain of $852,000, which is included in other income.

During fiscal 1993, the Company made an initial capital contribution of $6,000
to a new partnership (OroIndo) whose purpose was to develop rope chain
manufacturing. At January 30, 1998, the Company owned a 50 percent interest in
OroIndo and accounted for this entity using the equity method. In fiscal 1999,
this partnership was dissolved. No material gain or loss was recognized from the
dissolution of this partnership. The purchases from OroIndo during fiscal years
1999 and 1998 were approximately $7.6 million and $2.2 million, respectively.

NOTE 8 - ACQUISITIONS:

In June 1998, the Company acquired Eclipse Design, Inc. ("Eclipse"), a
privately-held company engaged in the design, manufacture and sale of gold
earrings. Under the terms of the purchase agreement, the Company acquired all of
the operating assets of Eclipse for approximately $300,000. In September 1998,
the Company acquired the Jene Karat-gold jewelry business ("Jene"). Under the
terms of the purchase agreement, the Company acquired primarily inventory and
customer lists for approximately $2 million in cash. The Company financed a
portion of the inventory acquired under its consignment agreements. Both
acquisitions were accounted for using the purchase method of accounting; results
of operations are included in the accompanying financial statements from the
date of acquisition. The pro forma combined results of operations of the Company
and the acquired companies as if the acquisitions had taken place at the
beginning of fiscal 1999 are immaterial and are not presented.

On October 29, 1997, the Company consummated an Asset Purchase-Sale Agreement
with Jerry Prince, Inc. ("JPI"), a jewelry manufacturer and distributor located
in San Diego, California, to purchase substantially all of JPI's assets
(principally accounts receivable and inventories) and assume certain liabilities
incurred by JPI. The purchase price for these net assets approximated $4.9
million and was funded from existing cash. The acquisition was accounted for
using the purchase method of accounting, and accordingly, the results of
operations of JPI from October 29, 1997 are included in the accompanying
consolidated financial statements from the date of acquisition. The purchase
price has been allocated to assets acquired and liabilities assumed based on
fair market value at the date of acquisition.

The following table reflects the unaudited pro forma combined results of
operations of the Company and JPI as if the acquisition had taken place at the
beginning of fiscal 1998.


                                      F-13
<PAGE>   38

<TABLE>
<CAPTION>

(in thousands, except per share amounts)                                          1998
--------------------------------------------------------------------------------------
<S>                                                                           <C>
Revenues                                                                      $168,519
Net income                                                                       6,462
Basic net income per share                                                        1.05
Diluted net income per share                                                      1.05

</TABLE>

These unaudited pro forma results have been prepared for comparative purposes
only and include certain adjustments, such as amortization of goodwill,
additional royalty expense, loss of investment income, reduced selling, general
and administrative expenses for non-recurring items and the related income tax
effects. They do not purport to be indicative of the results of operations which
actually would have resulted had the combination been effective at the beginning
of fiscal 1998.

NOTE  9 - SALARY DEFERRAL AND PROFIT SHARING PLAN:

The Company has a Salary Deferral and Profit Sharing Plan covering substantially
all eligible employees. Under the plan, employees may elect to defer a
percentage of their salary. The Company may, at its discretion, make
contributions to the plan. The Company contributed approximately $89,000,
$140,000, and $125,000 to the plan during the fiscal years ended January 28,
2000, January 29, 1999 and January 30, 1998, respectively.

NOTE 10 - COMMITMENTS AND CONTINGENCIES:

The Company leases office space, retail space and manufacturing facilities.
These leases are classified as operating leases and have original,
noncancellable terms of one to five years. Certain operating leases provide for
minimum annual rentals, subject to annual escalations generally based on the
Consumer Price Index plus executory costs. Rent expense for fiscal years 2000,
1999 and 1998 was approximately $630,000, $602,000 and $541,000, respectively.

Future minimum annual commitments under the operating leases with initial or
remaining terms of one year or more consist of the following at January 28, 2000
(in thousands):
<TABLE>
<CAPTION>

                                                         Operating
  Fiscal Year                                               Leases
  -----------                                           ----------
<S>                                                     <C>
  2001                                                  $      506
  2002                                                         443
  2003                                                         269
  2004                                                         185
  2005                                                          46
                                                        ----------
  Total minimum lease payments                          $    1,449
                                                        ==========
</TABLE>


In the normal course of business, the Company is a defendant in various
lawsuits. The Company's management believes that there will be no material
adverse impact on the financial condition or results of operations of the
Company as a result of the ultimate resolution of these matters.

NOTE 11 - STOCK OPTION PLANS:

The Company has an Incentive Stock Option Plan under which options to purchase
shares of the Company's common stock may be granted to key employees of the
Company. The total number of shares issuable under the Incentive Stock Option
Plan is 500,000 shares. Options granted under the Incentive Stock Option Plan
become exercisable in annual increments determined by the Compensation
Committee. Incentive stock options expire 10 years from the date of grant.



                                      F-14
<PAGE>   39
The Company has a Directors' Stock Option Plan (the "Directors' Plan") under
which each non-employee director of the Company, on the date of his or her
election to the Board, is automatically granted an option to purchase 10,000
shares of common stock, at an exercise price equal to the fair market value of
the common stock on the date of grant. The total number of shares issuable under
the Director Stock Option Plan is 100,000. Options granted under the Director
Stock Option Plan become exercisable in cumulative annual increments of 20
percent, commencing on the anniversary of the date of grant. Director stock
options expire 10 years from the date of grant. In addition, the Board of
Directors granted an option to purchase 5,000 shares of common stock, at an
exercise price equal to the fair market value of the common stock on the date of
grant, to one non-employee director in fiscal 1997 and another non-employee
director in fiscal 1998. These grants were made outside of the Directors' Plan.
During fiscal 1999, the Company adopted a Supplemental Non-Employee Director
Stock Option Plan ("Supplemental Plan"), under which each non-employee director
of the Company serving on the Board on April 14, 1998 was granted an option to
purchase 1,000 shares of common stock. In addition, each non-employee director
will automatically be granted an option to purchase 1,000 shares of common stock
on the date of each annual meeting of stockholders at which such non-employee
director is re-elected to the Board, commencing with the annual meeting in 1999.
The total number of shares issuable under the Supplemental Plan is 25,000.
Supplemental Plan options shall be granted at an exercise price equal to the
fair market value on the date of grant and shall become exercisable in one-third
increments, commencing on the anniversary of the date of grant.

The Incentive Stock Option Plan is administered by a Compensation Committee
appointed by and holding office at the pleasure of the Board of Directors; the
Directors' and Supplemental Plans are administered by the Board. Stock option
activity for employees and directors is shown below:

<TABLE>
<CAPTION>
                                                                                          Weighted-
                                                                        Options             Average
                                                                    Outstanding            Exercise
                                                                         Number               Price
                                                                    -----------           ---------
<S>                                                                      <C>              <C>
Outstanding at January 31, 1997                                         399,500           $    8.81
     Granted                                                             41,000           $    4.94
     Exercised                                                           (2,000)          $    4.69
     Cancelled                                                          (46,500)          $    7.94
                                                                    -----------           ---------
Outstanding at January 30, 1998                                         392,000           $    8.53
     Granted                                                             38,000           $    8.55
     Exercised                                                         (112,000)          $    5.11
     Cancelled                                                          (86,000)          $   11.02
                                                                    -----------           ----------
Outstanding at January 29, 1999                                         232,000           $    9.26
     Granted                                                            365,500           $    6.78
     Exercised                                                           (2,500)          $    4.94
     Cancelled                                                          (11,000)          $    9.49
                                                                    -----------           ---------
Outstanding at January 28, 2000                                         584,000           $    7.86
                                                                    ===========           =========

Options exercisable at January 30, 1998                                 287,200           $    9.37
                                                                    ===========           =========

Options exercisable at January 29, 1999                                 154,400           $   10.66
                                                                    ===========           =========

Options exercisable at January 28, 2000                                 185,599           $    9.90
                                                                    ===========           =========
</TABLE>


The following table summarizes information about employee and director stock
options outstanding at January 28, 2000:

<TABLE>
<CAPTION>

                                         Options Outstanding                        Options Exercisable
                           ------------------------------------------------       ------------------------
                                                   Weighted-     Weighted-                       Weighted-
                                                     Average       Average                         Average
Range of                        Number             Remaining      Exercise             Number     Exercise
Exercise Prices            Outstanding      Contractual Life         Price        Exercisable        Price
---------------            -----------     -----------------     ---------        -----------    ---------
<S>                        <C>             <C>                   <C>               <C>           <C>
$4.13 to $4.94                  75,500             6.3             $4.65             51,100        $4.62
$6.56 to $9.94                 393,500             9.4             $7.07             19,499        $7.50
$12.25 to $14.25               115,000             3.9            $12.65            115,000       $12.65
                           -----------                                            ---------
                               584,000                                              185,599
                           ===========                                            =========
</TABLE>



                                      F-15
<PAGE>   40
Pro-forma information regarding net income and earnings per share is required by
SFAS No. 123, and has been determined as if the Company had accounted for the
employee and non-employee director stock options granted under the fair value
method of that Statement. The weighted-average estimated grant fair values, as
defined by SFAS No. 123, for options granted during fiscal years 2000, 1999 and
1998 were $4.87, $4.70 and $2.24, respectively. All options were granted at
exercise prices equal to market prices during fiscal years 2000, 1999 and 1998,
except for 160,000 options granted during FY 2000. The 160,000 stock options
were granted at prices which were $2.44 below market price on the date of grant.

The fair values for options granted in fiscal 2000, 1999 and 1998 were estimated
as of the date of grant using a Black-Scholes option pricing model with the
following weighted-average assumptions:

<TABLE>
<CAPTION>
                                                        2000              1999            1998
                                                    --------        ----------        --------
<S>                                                  <C>             <C>              <C>
Risk-free interest rate                                5.77%             5.12%            6.78%
Dividend yield                                         0.00%             0.00%            0.00%
Volatility                                            52.16%            50.73%           30.21%
Weighted-average option life                         6 years           6 years          6 years

</TABLE>

Compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of the grant over the
amount an employee or director must pay to acquire the stock. Had compensation
cost for these plans been determined using fair value, rather than the quoted
market price, the Company's net income and net income per share would have been
reduced to the following pro forma amounts (in thousands, except per share
data):

<TABLE>
<CAPTION>
                                                      2000            1999            1998
                                                  --------        --------         -------
<S>                                               <C>             <C>              <C>
Net income:
    As reported                                   $  3,372        $  6,454         $ 6,678
    Pro forma                                     $  3,084        $  6,389         $ 6,608
Net income per share:
    As reported - basic                           $   0.56        $   1.03         $  1.07
    As reported - diluted                         $   0.56        $   1.02         $  1.06
    Pro forma - basic                             $   0.51        $   1.02         $  1.06
    Pro forma - diluted                           $   0.51        $   1.01         $  1.05
</TABLE>


NOTE 12 - LITIGATION SETTLEMENT AWARD:

In September 1997, the Company recovered approximately $4.7 million, net of
attorney fees, from settlement of litigation with its insurer to recover losses
from two former gold jewelry manufacturers. This litigation award is included in
other income for fiscal 1998.

NOTE 13 - STOCKHOLDERS' EQUITY:

Capital Stock

Each holder of Common Stock is entitled to one vote for each share held of
record on each matter submitted to a vote of stockholders. Stockholders are not
entitled to cumulate votes in the election of directors and, therefore, holders
of a majority of the outstanding shares of Common Stock can elect all of the
directors. Subject to any preferences which may be granted to the holders of
Preferred Stock, each holder of Common Stock is entitled to receive ratably such
dividends as may be declared by the Board of Directors.

The Board of Directors, without further action by the holders of Common Stock,
may issue shares of Preferred Stock in one or more series and may fix or alter
the rights, preferences, privileges and restrictions of any unissued series of
Preferred Stock, including the voting rights, redemption provisions (including
sinking fund provisions), dividend rights, dividend rates, liquidation
preferences and conversion rights. No shares of Preferred Stock are outstanding.

Stock Repurchase Program

In September 1998, the Company's Board of Directors approved a stock repurchase
program pursuant to which the Company is authorized to purchase up to 300,000
shares of its outstanding common stock in the open market at prevailing market
prices or off the market in negotiated transactions. During fiscal 1999, the
Company repurchased 95,000 shares for an aggregate price of approximately
$576,000. In fiscal 2000, the Company's Board of Directors authorized the
repurchase of an additional 300,000 shares of the Company's stock. During fiscal
2000, the Company repurchased 415,830 shares for an aggregate price of
approximately $3.3 million.



                                      F-16
<PAGE>   41


Note Receivable from Stock Sale

The note receivable from stock sale results from the exercise of stock options
by the Company's Chief Operating Officer for a note. The note is a full recourse
promissory note bearing interest at 7.35% and is secured by the stock issued
upon exercise of the stock options. Interest is payable quarterly and principal
is due in full on August 14, 2001.

NOTE 14. DISCONTINUED OPERATIONS:

In January 2000, the Company decided to discontinue its cigar operating segment.
As a result, the Company's cigar operations have been classified as discontinued
operations for each of the three years ended January 28, 2000. In January 2000,
the Company recorded an estimated net loss on disposal of $1,176,000 or $0.19
per share. The loss includes the estimated future results of operations through
January 2001, the estimated date of the closure. Major components of the loss on
disposal include write down of inventory and property and equipment net of
taxes, of $725,000 and $155,000, respectively. The loss represents management's
best estimate of the amounts to be realized on the sale of the Company's cigar
operations. However, the amounts the Company will ultimately realize on the sale
of the Company's cigar operations could differ materially from the amounts
estimated.

Revenues of the discontinued cigar segment were $1,543,000 in fiscal 2000,
$862,000 in fiscal 1999, and $421,000 in fiscal 1998. These revenues are not
included in the revenues as reported in the Consolidated Statements of Income.

Cigar assets classified as available for sale at January 28, 2000 are as follows
(in thousands):

<TABLE>


<S>                                                                                 <C>
Accounts receivable, net                                                            $       95
Inventories                                                                                279
Other current assets                                                                        94
                                                                                    ----------
Assets available for sale                                                           $      468
                                                                                     =========


</TABLE>



                                      F-17
<PAGE>   42

<TABLE>
<CAPTION>

QUARTERLY FINANCIAL DATA (UNAUDITED):
-------------------------------------
(Amounts in thousands, except per share amounts)
                                                                                               Fiscal 2000
                                                                        ---------------------------------------------------
Quarter ended                                                             1st          2nd           3rd             4th
                                                                        ---------------------------------------------------
<S>                                                                     <C>          <C>           <C>              <C>
Net sales                                                               $37,648      $28,327       $54,863          $48,617
Gross margin                                                             $5,766       $4,950       $10,791          $11,327
Net income (loss) from continuing operations                               $666        $(167)       $3,168           $2,226
Net loss from discontinued operations                                     $(221)       $(480)        $(463)         $(1,357)
Net income (loss)                                                          $445        $(647)       $2,705             $869

Per Share Data:
     Basic net income (loss) per share
         Net income (loss) from continuing operations                     $0.11       $(0.03)        $0.54            $0.36
         Net loss from discontinued operations                            (0.04)       (0.08)        (0.08)           (0.22)
                                                                        ---------------------------------------------------
         Net income (loss) per share                                      $0.07       $(0.11)        $0.46            $0.14
                                                                        ===================================================

     Diluted net income (loss) per share
         Net income (loss) from continuing operations                     $0.10       $(0.03)        $0.53            $0.37
         Net loss from discontinued operations                            (0.03)       (0.08)        (0.07)           (0.23)
                                                                        ---------------------------------------------------
         Net income (loss) per share                                      $0.07       $(0.11)        $0.46            $0.14
                                                                        ===================================================

<CAPTION>

                                                                                             Fiscal 1999
                                                                        ---------------------------------------------------
Quarter ended                                                             1st          2nd           3rd             4th
                                                                        ---------------------------------------------------
<S>                                                                     <C>          <C>           <C>              <C>
Net sales                                                               $41,371      $28,554       $52,964          $46,323
Gross margin                                                             $6,918       $5,105        $9,794           $9,812
Net income (loss) from continuing operations                             $1,399         $271        $3,146           $2,649
Net loss from discontinued operations                                     $(248)       $(270)        $(223)           $(270)
Net income                                                               $1,151           $1        $2,923           $2,379

Per Share Data:
     Basic net income (loss) per share
         Net income from continuing operations                           $0.22         $0.04         $0.49            $0.44
         Net loss from discontinued operations                           (0.04)        (0.04)        (0.03)           (0.05)
                                                                        ---------------------------------------------------
         Net income per share                                            $0.18         $0.00         $0.46            $0.39
                                                                        ===================================================

     Diluted net income (loss) per share
         Net income from continuing operations                           $0.22         $0.04         $0.49            $0.43
         Net loss from discontinued operations                           (0.04)        (0.04)        (0.03)           (0.05)
                                                                        ---------------------------------------------------
         Net income per share                                            $0.18         $0.00         $0.46            $0.38
                                                                        ===================================================

</TABLE>


                                      F-18
<PAGE>   43


                                OROAMERICA, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                         Additions
                                           -------------------------------------
                                                            Charged
                                           Balance at      to costs     Charged                       Balance
                                            beginning           and    to other                     at end of
           Description                      of period      expenses    accounts     Deductions         period
-----------------------------------------------------      --------   ---------   ---------------   ---------
<S>                                        <C>             <C>        <C>          <C>              <C>
For the year ended January 30, 1998:
Allowance for doubtful accounts              $ 1,582          $763        $142(3)      $ (887)(1)    $ 1,600
Reserve for estimated returns                  8,640             0         402(4)         160 (2)      9,202
Allowance for uncollectible
       vendor advances                           630            50           0              0            680
                                           ----------   -----------  ----------    -----------    -----------
                    Total                    $10,852          $813        $544         $ (727)       $11,482
                                           ==========   ===========  ==========    ===========    ===========


For the year ended January 29, 1999:
Allowance for doubtful accounts               $1,600          $115        $215(5)      $ (130)(1)    $ 1,800
Reserve for estimated returns                  9,202             0           0            795 (2)      9,997
Allowance for uncollectible
       vendor advances                           680             0           0              0            680
                                           ----------   -----------  ----------    -----------    -----------

                    Total                    $11,482          $115        $215         $  665        $12,477
                                           ==========   ===========  ==========    ===========    ===========

For the year ended January 28, 2000:
Allowance for doubtful accounts              $ 1,800          $264         $39(6)      $ (143)(1)    $ 1,960
Reserve for estimated returns                  9,997             0           0           (117)(2)      9,880
Allowance for uncollectible
       vendor advances                           680             0           0                           680
                                           ----------   -----------  ----------    -----------    -----------

                    Total                    $12,477          $264         $39         $ (260)       $12,520
                                           ==========   ===========  ==========    ===========    ===========
</TABLE>


(1)  Due to debtors' inability to pay, price disputes, shortages and other
     allowances.

(2)  The Company reduces gross sales by the amount of returns processed. Each
     month the Company estimates a reserve for returns based on historical
     experience and the amount of gross sales. The reserve is adjusted
     periodically to reflect the Company's actual return experience.

(3)  Includes $150,000 adjustment to miscellaneous accruals, $126,000 write-off
     of long-term accounts receivable, $98,000 collection on trade receivables
     previously written-off and $20,000 allowance for doubtful accounts acquired
     with the Jerry Prince acquisition.

(4)  Estimated return reserve acquired from Jerry Prince transaction.

(5)  Includes $117,000 collection on trade receivables previously written-off,
     $100,000 adjustment to cost of sales and $1,000 write-off of other accounts
     receivable.

(6)  Includes $3,000 collection on trade receivables previously written-off,
     $100,000 adjustment to cost of sales and $136,000 adjustment to trade
     accounts receivable.



                                      S-1