JAN BELL MARKETING INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]

FOR THE FISCAL YEAR ENDED JANUARY 31, 1998 OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

FOR THE TRANSITION PERIOD FROM _____________TO ______________

COMMISSION FILE NUMBER 1-9647

JAN BELL MARKETING, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE 59-2290953
-------- ----------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

14051 N.W. 14TH STREET
SUNRISE, FLORIDA 33323
--------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant's telephone number, including area code: (954) 846-2719

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

Common Stock, $.0001 par value
Warrants to Purchase Common Shares
Rights to Purchase Common Shares

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

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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 pursuant 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. [ ]

As of April 1, 1998, the aggregate market value of the voting stock beneficially
held by non-affiliates of the registrant was $125,473,650. The aggregate market
value was computed with reference to the closing price on the American Stock
Exchange on such date. Affiliates are considered to be executive officers and
directors of the registrant and their affiliates for which beneficial ownership
is not disclaimed.

As of April 1, 1998, 26,271,304 shares of Common Stock ($.0001 par value) were
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

PART III: Portions of the definitive Proxy Statement for the 1998 Annual
Shareholders' meeting (to be filed).

LOCATION OF EXHIBIT INDEX: The index of exhibits is contained in Part IV herein
on page number 40.

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JAN BELL MARKETING, INC.

TABLE OF CONTENTS

PART I Page No.

Item 1 Business................................................... 4
Item 2 Properties................................................. 10
Item 3 Legal Proceedings.......................................... 10
Item 4 Submission of Matters to a Vote
of Security Holders...................................... 10

PART II

Item 5 Market for the Registrant's Common
Stock and Related Stockholder
Matters.................................................. 10
Item 6 Selected Financial Data.................................... 11
Item 7 Management's Discussion and
Analysis of Financial Condition
and Results of Operations................................ 12
Item 8 Financial Statements and
Supplementary Data....................................... 21
Item 9 Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure..................................... 38

PART III

Item 10 Directors and Executive Officers
of the Registrant........................................ 39
Item 11 Executive Compensation..................................... 39
Item 12 Security Ownership of Certain
Beneficial Owners and
Management............................................... 39
Item 13 Certain Relationships and Related
Transactions............................................. 39

PART IV

Item 14 Exhibits, Financial Statement
Schedules, and Reports on
Form 8-K................................................. 39

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PART I

ITEM 1. BUSINESS

GENERAL

The information in this section pertains to the business of Jan Bell
Marketing, Inc. and subsidiaries ("Jan Bell" or the "Company") as it is
currently conducted without giving effect to the proposed acquisition of Mayor's
Jewelers, Inc. ("Mayor's") as discussed at "PROPOSED ACQUISTION" herein, or any
other acquisitions which may be contemplated in the future.

Jan Bell retails fine jewelry, watches and certain other select non-jewelry
consumer products primarily to warehouse club members through Sam's Club,
("Sam's"), a division of Wal-Mart, Inc., pursuant to an arrangement whereby the
Company operates an exclusive leased department at all of Sam's existing and
future domestic and Puerto Rican locations through February 1, 2001. The Company
and Sam's are currently reviewing options that could lead to a modified
relationship prior to the expiration date. During the Company's fiscal year
ended on January 31, 1998 ("Fiscal 1997"), sales to Sam's customers accounted
for approximately 93% of the Company's net sales. Accordingly, the Company is
dependent on Sam's to conduct its business, and the loss of the leased
department arrangement with Sam's would have a material adverse effect on the
business of the Company. The Company offers products including fine jewelry,
watches, fragrances, fine writing instruments, sunglasses and certain
collectibles and accessories. See "Warehouse Membership Clubs."

The results of operations for Fiscal 1997, fiscal year ended February 1,
1997 ("Fiscal 1996") and fiscal year ended February 3, 1996 ("Fiscal 1995")
reflect the Company's on going strategy to achieve consistent earnings in the
retail marketplace with a continued emphasis on expense control. During this
time, the Company has implemented merchandise strategies that emphasize higher
margin diamond, semi-precious gem, gold and watch products in place of other
lower margin non-jewelry products and categories. Further, the Company has
achieved improvements as a percentage of sales in product handling costs and
inventory shrinkage. In addition, emphasis on cash management and inventory
control systems has allowed the Company to generate positive cash flows from
operations and reduce its reliance on working capital support from third party
lenders. Finally, the Company's ongoing efforts to reduce and better balance its
inventory levels and reduce the amount of discontinued inventory in stock and
replace it with current merchandise has resulted in improved inventory turns and
reduced average inventory requirements. Management believes there is additional
opportunity for continued improvements in sales, gross margins, operating cash
flows and expense savings in its traditional business with Sam's. Further,
management believes it has strategically positioned the Company for growth.

In addition to efforts to revise the Sam's arrangement in a manner mutually
beneficial to Jan Bell and Sam's, Jan Bell is seeking to expand its business
outside of the arrangement with Sam's. The proposed acquisition of Mayor's would
be a significant first step towards that end. Through its success in
significantly reducing working capital requirements and increasing
profitability, the Company believes it has the financial strength to embark on
other retail strategies.

The Company also operates four Manhattan Diamond locations in the Potomac
Mills, Gurnee Mills, The Orlando Belz Outlet Mall and a Vero Beach Outlet Mall.
The Company is presently reviewing its strategy for the Manhattan Diamond
concept. Management believes that the four locations currently do not generate
an acceptable return on capital employed. The Company will look to either open
additional locations in order to achieve economies of scale with respect to
required cost structures or seek an acceptable sale of these locations.

The Company's principal offices are located at 14051 Northwest 14th Street,
Sunrise, Florida 33323 (telephone: (954) 846-2719).

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PROPOSED ACQUISITION

In February 1998, the Company announced that it had executed a letter of
intent to acquire Mayor's Jewelers, Inc. Pursuant to the letter of intent, which
was signed by Mayor's and shareholders owning approximately 75% of its shares,
Jan Bell has agreed to acquire up to all of the outstanding shares of Mayor's.
The aggregate value of the transaction (assuming all shares are purchased) is
approximately $92.8 million, consisting of cash, common stock and the assumption
or replacement of outstanding debt. The announcement cautioned that the
transaction is subject to, among other things, the negotiation and execution of
a definitive agreement, and certain approvals, including those required by the
Hart-Scott-Rodino Antitrust Improvement Act of 1976.

The Company considers Mayor's to be the premier luxury jeweler in the
Southeast and believes this acquisition will strategically position Jan Bell in
the luxury jewelry market while developing a growth platform to complement its
presence in the wholesale club jewelry arena. Notwithstanding the Company's
belief that the acquisition will receive the necessary regulatory approvals, the
Company can provide no assurance that the acquisition will ultimately be
consummated. In addition, the Company has not finalized its assessment regarding
the impact that Mayor's would have on future operating results or capital
requirements.

PRODUCTS

The Company's principal products are gold jewelry set with diamonds and/or
other precious and semi-precious gemstones, gold chains, other forms of gold and
silver jewelry and watches. The Company's jewelry product line includes chains,
pendants, bracelets, watches, rings and earrings. Other consumer products sold
by the Company include perfumes and fragrances, sunglasses, writing instruments,
and collectible and giftware products.

During Fiscal 1997 approximately 80% of net sales were in jewelry and
watches and approximately 20% of net sales were in other consumer products. In
each of Fiscal 1996 and Fiscal 1995, approximately 76% of net sales were in
jewelry and watches and approximately 24% of net sales were in other consumer
products.

The Company's products are classically designed to offer broad consumer
appeal. Following the warehouse club philosophy of limiting the assortment in
each product category, the merchandise offered at a typical location includes
approximately 300 jewelry items, 100 watches and 200 other consumer products.
This assortment is more focused than the average number of items typically
stocked by jewelry counters in department stores and other jewelry retailers.

WAREHOUSE MEMBERSHIP CLUBS

The Company's principal customers during Fiscal 1997, 1996 and 1995, were
members of Sam's. In Fiscal 1997, 1996, and 1995, approximately 93%, 94%, and
91% respectively, of the Company's net sales originated from Sam's. Prior to May
1993, the Company had an agreement to be the primary supplier of fine jewelry,
watches and fragrances to all present and future Sam's locations until February
1997. In May 1993, the arrangement was changed to provide that the Company would
operate an exclusive leased department at all Sam's existing and future domestic
locations through February 1, 1999. In March 1994, the arrangement was extended
through February 1, 2001. The Company and Sam's each have determined that the
present relationship is in need of modification and believe that there is a
basis to have a mutually beneficial relationship beyond 2001. Both the Company
and Sam's are evaluating the mix of responsibilities to take better advantage of
each company's expertise in merchandising and retailing. While the agreement as
presently structured will not be extended beyond its primary term, the Company
and Sam's are currently reviewing strategies for a modified relationship that
would begin prior to the expiration date.

Warehouse membership clubs offer a variety of product categories to
targeted consumers. By limiting the assortment in each product category and
operating on a no-frills basis, warehouse membership clubs generally provide
name brand products at prices significantly below conventional retailers and
department, discount and catalog stores. Warehouse club members, the majority of
whom pay a nominal annual membership fee, include businesses, credit unions,
employee groups, schools, churches and other organizations, as well as eligible
individuals. In addition to jewelry, merchandise offered by warehouse membership
clubs typically includes groceries, health and beauty aids, computers, cellular
telephones, clothing, sporting goods, automotive accessories, hardware,
electronics and office equipment. Successful execution of the warehouse
membership club concept requires high sales volumes, rapid inventory turnover,
low merchandise returns and strict control of operating costs.

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The jewelry department at each Sam's location is staffed by Jan Bell
employees with the inventory owned by Jan Bell until sold to Sam's members. In
exchange for the right to operate the department and the use of the retail
space, Jan Bell pays a tenancy fee of 9% of net sales. While Sam's is
responsible for paying utility costs, maintenance and certain other expenses
associated with operation of the departments, the Company provides and maintains
all fixtures and other equipment necessary to operate the departments.

NEW GROWTH OPPORTUNITIES

The Company is actively pursuing new growth opportunities outside of its
existing business within Sam's. Management is also considering other growth
opportunities and may consider acquisitions of businesses similar or
complementary to that of the Company, but there can be no assurance that such
opportunities will arise or will be profitable to the Company. The pursuit of
any such growth opportunities will require a significant investment of funds and
management attention by the Company. Any such growth opportunities will be
subject to all of the risks inherent in the establishment of a new product or
service, including competition, lack of sufficient customer demand,
unavailability of experienced management, unforeseen complications, delays and
cost increases. The Company may incur costs in connection with pursuing new
growth opportunities that it cannot recover, and the Company may be required to
expense certain of these costs, which may negatively impact the Company's
reported operating performance for the periods during which such costs are
incurred.

SPECIAL CONSIDERATIONS

The Company's retail operation requires expertise in the areas of
merchandising, sourcing, selling, personnel, training, systems and accounting.
The Company must look to increases in the number of retail locations to occur,
thereby increasing the Company's customer base, for expansion. The Company must
also review other available sources of revenue. The retail jewelry market is
particularly subject to the level of consumer discretionary income and the
subsequent impact on the type and value of goods purchased. With the
consolidation of the retail industry, the Company believes that competition both
within the warehouse club industry and with other competing general and
specialty retailers and discounters will continue to increase. Further
consolidation of the warehouse club industry due to geographic constraints and
market consolidation might also adversely affect the Company's existing
relationship and the Company's business. The opening and success of the leased
locations and locations to be opened in later years, if any, will depend on
various factors, including general economic and business conditions affecting
consumer spending, the performance of the Company's retail operations, the
acceptance by consumers of the Company's retail programs and concepts, and the
ability of the Company to manage the leased operations and future expansion and
hire and train personnel. See "Future Operating Results, Uncertainties and
Risks" in Item 7. "Management's Discussion and Analysis of Financial Condition
and Results of Operations".

PURCHASING

DIAMONDS AND OTHER GEMSTONES

The Company purchases diamonds and other gemstones directly in international
markets located in Tel Aviv, New York, Antwerp, and elsewhere. The Company buys
cut and polished gemstones in various sizes. During 1990, the Company acquired a
purchasing and trading unit based in Israel. The Company seeks to meet its
diamond requirements with purchases on a systematic basis throughout the year.

Hedging is not available with respect to possible fluctuations in the price
of gemstones. If such fluctuations should be unusually large or rapid and result
in prolonged higher or lower prices, there is no assurance that the necessary
price adjustments could be made quickly enough to prevent the Company from being
adversely affected.

The world supply and price of diamonds is influenced considerably by the
Central Selling Organization ("CSO"), which is the marketing arm of DeBeers
Consolidated Mines, Ltd. ("DeBeers"), a South African company. Through CSO,
DeBeers, over the past several years, has supplied approximately 80% of the
world demand for rough diamonds, selling to gem cutters and polishers at
controlled prices periodically throughout the year.

The continued availability of diamonds to the Company is dependent, to some
degree, upon the political and economic situation in South Africa and Russia,
which has been unstable. Several other countries are also major suppliers of
diamonds, including Botswana and Zaire. In the event of an interruption of
diamond supplies, or a material or prolonged reduction in the world supply of
finished diamonds, the Company could be adversely affected.

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GOLD PRODUCTS

Finished gold products and gold castings are purchased from a relatively
small number of manufacturers in Israel, Italy, New York and California. The
Company believes that there are numerous alternative sources for gold chain and
castings, and the failure of any of its current manufacturers would not have a
material adverse effect on the Company.

WATCHES

The Company purchased approximately 63% and 57% of watches through parallel
marketed means during Fiscal 1997 and Fiscal 1996 respectively, as well as
approximately 37% and 43% of watches directly from other manufacturers during
Fiscal 1997 and Fiscal 1996 respectively. Parallel marketed goods are products
to which trademarks are legitimately applied but which were not necessarily
intended by their foreign manufacturers to be imported and sold in the United
States. See "REGULATION."

OTHER PRODUCTS

The Company purchases sunglasses, fine writing instruments, fragrances and
collectibles directly from manufacturers and vendors, as well as through
parallel marketed means. See "REGULATION."

AVAILABILITY

Although purchases of several critical raw materials, notably gold and
gemstones, are made from a limited number of sources, the Company believes that
there are numerous alternative sources for all raw materials used in the
manufacture of its finished jewelry, and that the failure of any principal
supplier would not have a material adverse effect on operations. Any changes in
foreign or domestic laws and policies affecting international trade may have a
material adverse effect on the availability or price of the diamonds, other
gemstones, precious metals and non-jewelry products purchased by the Company.
Because supplies of parallel marketed products are not always readily available,
it can be a difficult process to match the customer demand to market
availability. See "REGULATION."

SEASONALITY

The Company's jewelry business is highly seasonal, with the fourth quarter
(which includes the Christmas shopping season) historically contributing
significantly higher sales than any other quarter during the year. Approximately
41% of the Company's Fiscal 1997 net sales were made during the fourth quarter.

MANUFACTURING

The Company currently performs all quality control functions at its
headquarters in Sunrise, Florida and performs certain jewelry manufacturing in
Israel.

All gold and watch products are manufactured by third parties. During Fiscal
1997, approximately 34% of diamond and gemstone products purchased were
manufactured by the Company in Israel. The remaining portion of gemstone
products were manufactured or purchased complete from third parties.

RETAIL OPERATIONS, MERCHANDISING AND MARKETING

GENERAL

Each retail department is supervised by a counter manager whose primary
duties include member sales and service, scheduling and training of associates,
and maintaining loss prevention and visual presentation standards. The
departments are generally staffed by the counter manager and a minimum of two
staff associates depending on sales volume. At least one Jan Bell employee
staffs the department during operating hours. The departments employ temporary
associates during peak selling seasons such as Christmas. Each department is
generally open for business during the same hours as the Sam's location in which
it operates. Except for extended hours during certain holiday seasons, Sam's
locations are generally open Monday through Friday from 10:00 a.m. to 8:30 p.m.,
8:00 a.m. to 8:30 p.m. on Saturdays and 10:00 a.m. to 7:00 p.m. on Sundays.

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The counter manager reports to a senior manager. Senior managers supervise
on average six clubs and report to the operating manager and regional director
of the respective area. Each geographic area has a regional director and an
operating manager. The Company currently has eleven regional directors. The
regional directors report directly to the Vice President of Operations.

The fixtures and equipment located in the Company's departments generally
consist of six to ten showcases, four corner towers, a safe, a point of sale
(POS) terminal, storage cabinets for merchandise and supplies, display elements,
signage and miscellaneous equipment such as telephones, scales, calculators and
diamond testers. In certain larger volume clubs, the department will have
additional showcases and towers and POS terminals.

The Sam's locations are membership only, cash and carry operations. The
Company's departments accept cash, checks, Discover, Visa, Mastercard and a
Sam's credit card.

DEPARTMENT COUNT

The following table sets forth data regarding the number of departments at
Sam's locations which the Company operated:

Fiscal Fiscal Fiscal
1997 1996 1995
------ ------ ------
Departments:

Operated, beginning of
period 440 437 428
Sam's Clubs opened
during period 8 9 11
Sam's Clubs closed
during period 1 6 2
--- --- ---
Operated, end of period 447 440 437
--- --- ---
Net increase 7 3 9
=== === ===

Generally, the Company's departments are between 260 and 275 square feet of
selling space usually located in higher traffic areas of the clubs near or
adjacent to the cart rails, front entrances or check out areas of the clubs.

PERSONNEL AND TRAINING

The Company considers its associates to be one of the most important aspects
of its ability to successfully carry out its business objectives. The Company
intends to devote a substantial amount of resources to support its associates
with training programs, technology and facilities. The Company has implemented a
comprehensive training program covering its relationship selling techniques,
member service skills, product knowledge and operational procedures. The Company
compensates its associates at rates it believes are competitive in the discount
retail industry and seeks to motivate its associates through a flexible
incentive program. The flexible incentive program is not based on the typical
commission system (i.e., % of sales revenue), but rewards the associate for
exceeding target sales levels or meeting other criteria which the Company
establishes from time to time.

ADVERTISING AND PROMOTION

In accordance with Sam's philosophy, the Company does not promote its
products sold in the departments at Sam's by newspaper or other periodical
advertising or the broadcast media. To support seasonal activities, the Company
promotes its products through direct mail catalogs to Sam's members. The Company
utilizes promotional materials such as signage, banners and takeaway brochures
within Sam's locations to promote its products. Although overall Company
advertising and promotion expenses decreased during Fiscal 1997, the Company's
participation in Sam's advertising and promotional vehicles increased.

DISTRIBUTION

The Company's retail locations receive the majority of their merchandise
directly from the Company's distribution warehouse located in Sunrise, Florida.
Merchandise is shipped from the distribution warehouse utilizing various air and
ground carriers. Presently, a small portion of merchandise is delivered directly
to the retail locations from suppliers. The Company transfers merchandise
between retail locations to balance inventory levels and to fulfill customer
requests.

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The Company operates a manufacturing facility in Tel Aviv, Israel which
manufactures diamonds and other gem jewelry. Also this facility warehouses and
distributes merchandise. A significant portion of sales from this facility are
intercompany sales to the Company's distribution center in Sunrise, Florida with
the remainder of the sales to retailers in Israel and other countries.

The Company operates a distribution facility in Mexico City, Mexico which
warehouses and distributes merchandise sold to Sam's in Mexico.

The Company does not believe that the dollar amount of unfilled orders is
significant to an understanding of the Company's business due to the relatively
short time between receipt of a customer order and shipment of the product.

COMPETITION

The Company's competitors include foreign and domestic jewelry retailers,
national and regional jewelry chains, department stores, catalog showrooms,
discounters, direct mail suppliers, televised home shopping networks,
manufacturers, distributors and large wholesalers and importers, some of whom
have greater resources than the Company. The Company believes that competition
in its markets is based primarily on price, design, product quality and service.
With the consolidation of the retail industry that is occurring, the Company
believes that competition both within the warehouse club industry and with other
competing general and specialty retailers and discounters will continue to
increase.

REGULATION

The Company generally utilizes the services of independent customs agents to
comply with U.S. customs laws in connection with its purchases of gold, diamond
and other jewelry merchandise from foreign sources.

Jan Bell bears certain risks in purchasing parallel marketed goods which
includes certain watches and other products. Parallel marketed goods are
products to which trademarks are legitimately applied but which were not
necessarily intended by their foreign manufacturers to be imported and sold in
the United States. The laws and regulations governing transactions involving
such goods lack clarity in significant respects. From time to time, trademark or
copyright holders and their licensees initiate private suits or administrative
agency proceedings seeking damages or injunctive relief based on alleged
trademark or copyright infringement by purchasers and sellers of parallel
marketed goods. While Jan Bell believes that its practices and procedures with
respect to the purchase of goods lessen the risk of significant litigation or
liability, Jan Bell is from time to time involved in such proceedings and there
can be no assurance that additional claims or suits will not be initiated
against Jan Bell or any of its affiliates, and there can be no assurances
regarding the results of any pending or future claims or suits. Further,
legislation is introduced in Congress from time to time regarding parallel
marketed goods. Certain legislative or regulatory proposals, if enacted, could
materially limit Jan Bell's ability to sell parallel marketed goods in the
United States. There can be no assurances as to whether or when any such
proposals might be acted upon by Congress or that future judicial, legislative
or administrative agency action will restrict or eliminate these sources of
supply. Jan Bell has identified alternate sources of supply or categories of
similar products, although the cost of certain products may increase or their
availability may be lessened.

EMPLOYEES

As of April 1, 1998, the Company employed approximately 1,016 persons on a
full-time basis, including approximately 734 in regional and local sales
(primarily the Sam's locations), 105 in inventory and distribution and 177 in
administrative and support functions. In addition, the Company also employed
approximately 1,612 persons on a part-time or temporary basis which varies with
the seasonal nature of its business. None of its employees are governed by a
collective bargaining agreement, and the Company believes that its relations
with employees are good.

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ITEM 2. PROPERTIES

The Company's corporate headquarters is owned by the Company and located on
11.1 acres in a 123,000 square foot building in Sunrise, FL. The Company owns an
additional 3.7 acres adjacent to the headquarters facility, on which a 64,000
square foot building, previously used as the corporate headquarters facility, is
located. Subsequent to Fiscal 1997, the Company executed a contract for the sale
of the 64,000 square foot building and related real estate. During the spring of
1997, the Company consolidated all headquarters and distribution center
operations in the newer 123,000 square foot building. The Company also has four
operating leases for the Manhattan Diamond locations and a lease for the closed
Jewelry Depot Framingham location which the Company is in the process of
terminating.

The Company leases on a quarter to quarter basis one distribution and one
office facility with an aggregate of approximately 4,000 square feet in Mexico
City. The Company leases facilities in Israel of 11,000 square feet for
manufacturing and offices and 2,000 square feet for production and offices
pursuant to leases which expire in May 2001.

As of April 1, 1998, the Company had leased department operations at 448
Sam's locations in 49 states throughout the United States and Puerto Rico. The
typical leased department consists of approximately 260 to 275 square feet.

ITEM 3. LEGAL PROCEEDINGS

The Company is from time to time involved in litigation incident to the
conduct of its business. There are no pending legal proceedings reportable
pursuant to this Item 3.

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

The Company did not submit any matters to a vote of security holders in the
fourth quarter of the fiscal year ended January 31, 1998.

PART II

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

The Company's Common Stock has been listed on the American Stock Exchange
since the Company's initial public offering in August 1987. The following table
sets forth for the periods indicated, the range of sales prices per share on the
American Stock Exchange Composite Tape as furnished by the National Quotation
Bureau, Inc.

HIGH LOW
---- ---
Year Ended January 31, 1998
Thirteen Weeks Ended May 3, 1997............ $2.38 $1.94
Thirteen Weeks Ended August 2, 1997......... 2.63 2.13
Thirteen Weeks Ended November 1, 1997....... 3.25 2.31
Thirteen Weeks Ended January 31, 1998....... 3.06 2.31

Year Ended February 1, 1997
Thirteen Weeks Ended May 4, 1996........... $3.63 $2.63
Thirteen Weeks Ended August 3, 1996........ 3.38 2.00
Thirteen Weeks Ended November 2, 1996...... 3.31 2.06
Thirteen Weeks Ended February 1, 1997...... 2.81 2.00

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The last reported sales price of the Common Stock on the American Stock
Exchange Composite Tape on April 1, 1998 was $4.81. On April 1, 1998, the
Company had 753 stockholders of record.

The Company has never paid a cash dividend on its Common Stock. The Company
currently anticipates that all of its earnings will be retained for use in the
operation and expansion of its business and does not intend to pay any cash
dividends on its Common Stock in the foreseeable future. Any future
determination as to cash dividends will depend upon the earnings, capital
requirements and financial condition of the Company at that time, applicable
legal restrictions and such other factors as the Board of Directors may deem
appropriate. Currently, the Company's working capital facility prohibits
dividend payments.

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with
the Consolidated Financial Statements and Related Notes thereto appearing
elsewhere in this Form 10-K and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

FIFTY-TWO FIFTY-TWO FIFTY-THREE FIFTY-TWO
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED YEAR ENDED
JANUARY 31, FEBRUARY 1, FEBRUARY 3, JANUARY 28, DECEMBER 31,
1998 1997 1996 1995(3) 1993
------------ ----------- ------------ ----------- ------------

INCOME STATEMENT DATA:
Net Sales $247,890 $243,079 $254,004 $305,685 $275,177
Less: Effect of
Sam's agreement (1) -- -- -- -- 99,718
-------- -------- -------- -------- --------
247,890 243,079 254,004 305,685 175,459
-------- -------- -------- -------- --------
Cost of Sales 188,004 183,636 199,579 255,725 243,349
Less: Effect of
Sam's agreement (1) -- -- -- -- 79,687
-------- -------- -------- -------- --------
188,004 183,636 199,579 255,725 163,662
-------- -------- -------- -------- --------
Gross profit 59,886 59,443 54,425 49,960 11,797
Store and warehouse operating
and selling expenses 33,082 33,368 35,261 42,596 16,400
General and administrative
expenses 13,521 11,577 11,486 16,195 19,876
Other charges (2) -- 5,643 -- 47,773 10,217
Depreciation and
amortization expense 6,928 8,236 8,674 9,511 10,177
Currency exchange (gain) loss 333 (26) 597 5,474 --
-------- -------- -------- -------- --------
Operating income (loss) 6,022 645 (1,593) (71,589) (44,873)
Interest expense -- (999) (3,196) (3,534) (3,195)
Interest and other income 1,756 1,269 1,477 419 635
-------- -------- -------- -------- --------
Income (loss) before
income taxes 7,778 915 (3,312) (74,704) (47,433)
Income tax provision
(benefit) (2,265) 154 130 353 (11,709)
-------- -------- -------- -------- --------
Net income (loss) $ 10,043 $ 761 $ (3,442) $(75,057) $(35,724)
======== ======== ======== ======== ========
Net income (loss)
per common share (basic and
diluted) $ 0.39 $ 0.03 $ (.13) $ (2.92) $ (1.40)
======== ======== ======== ======== ========

BALANCE SHEET DATA (AT
PERIOD END):
Working capital $111,764 $ 96,828 $ 96,762 $ 88,742 $174,496
Total assets 151,712 139,385 153,173 186,752 312,254
Notes payable, less amounts
classified as current -- -- 7,500 -- 33,496
Stockholders' equity 135,579 125,373 125,225 127,335 205,382

11

12

(1) As a result of the agreement with Sam's entered into in May 1993, the
Company recorded a sales reversal of $99.7 million for the amount of
inventory previously sold by Jan Bell to Sam's which was subject to
repurchase. In addition, cost of sales was reduced by $79.7 million
resulting in a $20.0 million one-time charge to pre-tax earnings.

(2) Other charges for the fifty-two weeks ended February 1, 1997, include (a) $2
million in severance payments to the Company's former President and Chief
Executive Officer; (b) $630,000 write-off of financing costs in connection
with the Company's repayment of senior notes; (c) $1.5 million write-down of
the corporate headquarters building which the Company placed on the market
for sale; and (d) $1.5 million provision for the closing of two Jewelry
Depot locations. (See Note K to the Consolidated Financial Statements).

Other charges in the fifty-two weeks ended January 28, 1995, include (a)
$23.8 million write-off of Goodwill associated with the 1991 acquisition of
the minority interest in the Big Ben `90 joint venture; (b) $17.7 million to
provide for liquidation of inventory predominantly sold in the wholesale
watch division, which the Company decided to close, and certain other
inventory in order to raise cash for liquidity purposes as a result of the
then uncertain status of credit availability due to the Company's failure to
comply with certain covenants in its debt agreements, and $2.7 million for
obligations under licensing agreements for the use of trade names on watches
previously sold in the wholesale division; (c) $3.0 million for severance
payments to terminated employees and the settlement of certain employment
contracts in connection with the closing of the wholesale watch division and
the buy-out of the unvested portions of bonus stock awards; and (d) other
costs of $.6 million, consisting of financing costs incurred primarily in
connection with the original senior note agreement which was substantially
amended and a bank credit facility which was terminated and replaced, less a
recovery of previously accrued expenses resulting from the settlement of the
terminated lease department agreement with Pace Membership Warehouse, Inc.

Included in Other Charges for 1993 was $6.0 million of charges related to
the Sam's agreement and retail transition and $4.2 million related to the
compensation costs in connection with the departure of the former Chairman
of the Board of Directors, consisting primarily of the acceleration of
vesting of previously granted stock bonus awards and amounts due under his
employment contract.

(3) In February 1994, the Company changed its fiscal year from December 31 to a
retail 52/53 week fiscal year ending on the Saturday closest to the end of
each January.

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

The discussion and analysis below contain trend analysis and other
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. In some
cases, forward looking statements use terminology such as "may", "will",
"expect", "plans", "believes", "anticipates", "estimates", "potential", or
"continue" or the negative thereof, and other variations thereon or comparable
terminology. The Company's actual results could differ materially from those
anticipated in any forward-looking statements as a result of certain
uncertainties and risk factors including among others those set forth below and
elsewhere in this report.

The fifty-two weeks ended January 31, 1998 and February 1, 1997 and the
fifty-three weeks ended February 3, 1996 are referred to herein as Fiscal 1997,
Fiscal 1996 and Fiscal 1995.

The Company operates an exclusive leased department at all existing and
future domestic and Puerto Rican Sam's locations under an agreement which
expires February 1, 2001. As of January 31, 1998, the Company operated a leased
department in 447 Sam's locations. During Fiscal 1997, approximately 93% of the
Company's net sales were to Sam's customers. The Company also operates four
Manhattan Diamond locations in the Potomac Mills, Gurnee Mills, The Orlando Belz
Outlet Mall and a Vero Beach Outlet Mall. The Company is presently reviewing its
strategy for the Manhattan Diamond concept. Management believes that the four
locations currently do not generate an acceptable return on capital employed.
The Company will look to either open additional locations in order to achieve
economies of scale with respect to required cost structures or seek an
acceptable sale of these locations.

12

13
The results of operations for Fiscal 1997, Fiscal 1996 and Fiscal 1995
reflect the Company's ongoing strategy to achieve expense savings at all levels.
During this time the Company implemented merchandise strategies that emphasize
higher margin diamond, semi-precious gem, gold and watch products in place of
other lower margin non-jewelry products and categories. In addition, emphasis on
cash management and inventory control systems allowed the Company to generate
positive cash flows from operations and reduce its reliance on borrowing for
working capital needs, and as a result, the Company had no borrowings on its
banking facility or other debt throughout Fiscal 1997. Finally, the Company's
ongoing efforts to reduce and better balance its inventory levels and reduce the
amount of discontinued inventory in stock and replace it with current
merchandise resulted in increased sales during the critical Christmas selling
season, improved its inventory turns and reduced its average inventory
requirements during Fiscal 1997. Management believes there is additional
opportunity for continued improvements in sales, gross margins, operating cash
flows and expense savings in its traditional business with Sam's.

The retail jewelry business is seasonal in nature with a higher proportion
of sales and a significant portion of earnings generated during the fourth
quarter holiday selling season.

The following table sets forth for the periods indicated the percentage of
net sales for certain items in the Company's Statements of Operations:

INCOME AND EXPENSE ITEMS AS A
PERCENTAGE OF NET SALES
--------------------------------------------------
FIFTY-TWO FIFTY-TWO FIFTY-THREE
WEEKS ENDED WEEKS ENDED WEEKS ENDED
JANUARY 31, FEBRUARY 1, FEBRUARY 3,
1998 1997 1996
----------- ------------ -----------

Net sales 100.0% 100.0% 100.0%
Cost of sales 75.8 75.5 78.6
------- ------- -------
Gross profit 24.2 24.5 21.4
Store and warehouse
operating and selling expenses 13.4 13.7 13.9
General and administrative
expenses 5.5 4.8 4.5
Other charges -- 2.3 --
Depreciation and
amortization 2.8 3.4 3.4
Currency exchange loss .1 -- .2
------- ------- -------
Operating income (loss) 2.4 .3 (.6)
Interest expense -- .4 1.3
Interest and other income .7 .5 .6
------- ------- -------
Income (loss) before income
taxes 3.1 .4 (1.3)
Provision (benefit) for
income taxes (.9) .1 .1
------- ------- -------
Net income (loss) 4.0% .3% ( 1.4)%
======= ======= =======

SALES

In Fiscal 1997, net sales were $247.9 million, an increase of $ 4.8 million
or 2.0% from Fiscal 1996. Comparable retail sales for locations operating in
both periods were $228.7 million in Fiscal 1997, an increase of $ 0.4 million or
.2 % from Fiscal 1996. This increase in net sales was driven by an improvement
in Fiscal 1997 fourth quarter sales of $102.4 million compared to $95.8 million
during the comparable period of Fiscal 1996. This increase of $6.6 million
during the Christmas selling season is primarily attributable to better
merchandising strategies, improved placement of goods within the Sam's
locations, and additional advertising and marketing in Sam's advertising and
marketing vehicles. The sales increases primarily were in the Company's diamond
and gold jewelry product categories. Net sales in the Sam's locations and the
Company's other retail locations for Fiscal 1997 were $233.5 million compared to
$230.0 million for Fiscal 1996.

In Fiscal 1996, net sales were $243.1 million, a decrease of $11.1 million
or 4.3% from Fiscal 1995. Comparable retail sales for locations operating in
both periods were $225.1 million in Fiscal 1996, an increase of $1.4 million or
.6% from Fiscal 1995. The decline in Fiscal 1996 net sales is primarily
attributable to liquidation sales in Fiscal 1995 not made during Fiscal 1996 as
a result of the closing of the Company's U.S. wholesale division. Net sales in
the Sam's locations and the Company's other retail locations for Fiscal 1996
were $230.0 million compared to $227.9 million for Fiscal 1995.

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14
There were no wholesale sales to Sam's in Fiscal 1997 or Fiscal 1996
compared to $5.5 million in Fiscal 1995 as a result of the Company closing its
U.S. wholesale business. Wholesale sales to customers other than Sam's were
$14.4 million in Fiscal 1997 compared to $13.1 million in Fiscal 1996 and $20.6
million in Fiscal 1995. The sales in Fiscal 1997 and 1996 primarily were made by
the Company's subsidiaries in Israel and Mexico. Approximately 44% of the Fiscal
1995 wholesale sales were a result of liquidation sales in connection with the
disposal of inventory previously purchased for the closed U.S. wholesale
division.

Sales in the future may be adversely impacted by general economic
conditions, the level of spending in the wholesale club environment and changes
to the Company's existing relationship with Sam's. The retail jewelry market is
particularly subject to the level of consumer discretionary income and the
subsequent impact on the type and value of goods purchased. With the
consolidation of the retail industry, the Company believes that competition both
within the warehouse club industry and with other competing general and
specialty retailers and discounters will continue to increase. The Company will
continue to focus on developing retail opportunities outside its business with
Sam's.

COST OF SALES AND GROSS PROFIT

Gross profit in Fiscal 1997 was 24.2% compared to 24.5% and 21.4% in Fiscal
1996 and Fiscal 1995, respectively. The decline in gross margin in Fiscal 1997
was primarily attributed to inventory reserves the Company has provided related
to discontinued and slow moving merchandise, partially offset by an increase in
gross margin recognized on sales in certain product categories, and improvements
as a percentage of sales in inventory shrinkage and product handling costs. The
improvement in gross margin in Fiscal 1996 was primarily attributed to a change
in merchandising strategies at the retail locations to emphasize higher margin
gem, gold and watch products in place of other lower margin products and
categories. Further, wholesale sales, for which the Company realizes a
significantly lower gross profit percentage than for retail sales, decreased to
6% of net sales in Fiscal 1997 and 5% in Fiscal 1996 from 10% in Fiscal 1995.

STORE AND WAREHOUSE OPERATING AND SELLING EXPENSES

Store and warehouse operating and selling expenses decreased by $0.3 million
in Fiscal 1997 from Fiscal 1996 and decreased $1.9 million in Fiscal 1996 from
Fiscal 1995. The decrease in Fiscal 1997 is primarily attributed to a decrease
in bad debt expense and reduced advertising and marketing costs during holiday
seasons, offset by increased store payroll as a result of additional stores and
annual pay increases. The decrease in Fiscal 1996 is primarily a result of
advertising expense reductions during the holiday selling season and because
Fiscal 1995, being a fifty three week period compared to the fifty two week
period of Fiscal 1996, contained an additional week of expense.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased $1.9 million in Fiscal 1997
from Fiscal 1996, and increased by $0.1 million in Fiscal 1996 from Fiscal 1995.
In Fiscal 1997, the increase is primarily attributed to increases in litigation
costs, severance pay related to terminated employees and management bonuses
which are based upon the profitability of the Company. In Fiscal 1996, the
decrease in expense as a result of the extra week in Fiscal 1995 was offset by
increases in professional fees, primarily related to the Company's strategic
business development project.

OTHER CHARGES

Other charges in Fiscal 1996 consisted of approximately $2.0 million in
severance payments to the Company's former President and Chief Executive
Officer, the write-off of $630,000 of financing costs in connection with the
prepayment of the senior notes as further discussed in Note F to the
Consolidated Financial Statements, $1.5 million write-down of the carrying value
of the Company's former corporate headquarters building which became held for
sale, and a $1.5 million provision for the closing of two of the Jewelry Depot
locations which includes a $1.0 million accrual for costs associated with
terminating the leases and a $500,000 write-down of fixed assets. These two
locations were closed during November 1997 and January 1998.

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15

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expenses were $6.9 million in Fiscal 1997,
$8.2 million in Fiscal 1996 and $8.7 million in Fiscal 1995. The decrease in
Fiscal 1997 is primarily attributable to the significant fixed asset
expenditures made to satisfy the requirements of the retail business during 1992
becoming fully depreciated during May 1997. In addition, the corporate
headquarters building was depreciated during Fiscal 1996 and Fiscal 1995 but not
in Fiscal 1997 since during Fiscal 1997 the building was unoccupied and held for
sale. The decrease in Fiscal 1996 was primarily attributable to the write-off of
deferred financing costs in Fiscal 1996 which reduced amortization for the
remainder of the year.

CURRENCY EXCHANGE GAIN/LOSS

The Company has operations in Mexico (the Company supplies selected fine
jewelry, watches and fragrances to Sam's locations in Mexico, a warehouse club
joint venture in Mexico between Wal-Mart Stores and Cifra S.A.) and Israel. In
Israel the functional currency exchange rate between the Israeli Shekel and U.S.
dollar is government regulated and not currently subject to significant currency
exchange rate fluctuations. In Mexico, the U.S. dollar is the functional
currency since the economy is considered highly inflationary. The economic and
political instability of the business environment in Mexico requires the Company
to constantly review its operating strategy. If it is determined that the risk
in Mexico outweighs the long term growth benefits, the Company will seek to
maximize its return through a divestiture of this entity. Changes in the
exchange rates for the Mexican peso relative to the U.S. dollar resulted in
direct charges or credits to the consolidated statement of operations during a
portion of Fiscal 1997. During Fiscal 1997, there was a foreign currency
exchange loss of $333,000. During 1996, Mexico had greater stability which
resulted in a gain of $26,000. The devaluation of the Mexican peso during Fiscal
1995 resulted in currency exchange losses of $597,000.

The Company manages the Mexican peso currency exchange rate exposure to
minimize the effect of exchange rate gains and losses on its cash flows through
the use of forward sales contracts, generally for periods not exceeding three
months. Forward sales contracts are accounted for on a mark to market basis.

INTEREST AND OTHER INCOME AND INTEREST EXPENSE

Interest and other income was $1.8 million in Fiscal 1997, $1.3 million in
Fiscal 1996 and $ 1.5 million in Fiscal 1995. The increase in interest income in
Fiscal 1997 is a result of higher average cash balances generated from
operations available for investment during Fiscal 1997. Cash balances were lower
in Fiscal 1996 primarily because of the Company's greater investment in
inventory and the timing of the Company's prepayment of $17.5 million of the
senior notes in July 1996. There was no interest expense in Fiscal 1997,
attributable to the absence of debt throughout Fiscal 1997. Interest expense was
$1.0 million in Fiscal 1996 and $3.2 million in Fiscal 1995. The decrease in
interest expense in Fiscal 1996 compared to Fiscal 1995 is primarily
attributable to the prepayment of the senior notes in July 1996 and decreased
borrowings under the Company's Working Capital Facility. There were no
short-term borrowings in Fiscal 1997. Average short-term borrowings were
$192,500 in Fiscal 1996 and $1.2 million in Fiscal 1995.

INCOME TAXES

The Company's effective income tax rate was (29.1)% in Fiscal 1997, 16.8%
in Fiscal 1996 and (3.9)% in Fiscal 1995. As a result of net income realized in
Fiscal 1996 and Fiscal 1997, the Company recorded in Fiscal 1997 an income tax
benefit of $2.6 million which primarily represents the net operating loss
carryforwards which management believes are more likely than not to be utilized
during Fiscal 1998. The Company has a remaining deferred tax asset of
approximately $17.4 million which currently is not reflected in the balance
sheet as a result of a $17.4 million valuation allowance. The Company has a
Federal net operating loss carryforward of approximately $38.8 million, and a
state net operating loss carryforward of approximately $118.5 million. The
Federal net operating loss carryforward expires beginning in 2008 through 2011
and the state net operating loss carryforward expires beginning in 1998 through
2012. The Company also has an alternative minimum tax credit carryforward of
approximately $1.2 million to offset future Federal income taxes. Valuation
allowances have been provided to offset the net deferred tax asset to the amount
that the Company believes, after evaluating currently available evidence, will
more likely than not be realized.

15
16
When the Company purchased Exclusive Diamonds International, Limited
("EDI") in August of 1990, EDI applied to and received from the Israeli
government under the Encouragement of Capital Investments Law of 1959 "approved
enterprise" status, which results in reduced tax rates given to foreign owned
corporations to stimulate the export of Israeli manufactured products. This
benefit allows a favorable tax rate ranging from zero to ten percent during the
first ten years in which the subsidiary recognizes a profit. The "approved
enterprise" benefit is available to the Company until the year 2000. After year
2000, EDI's income will be subject to Israeli statutory tax rates. Additionally,
the Company has not provided for Federal and state income taxes on earnings of
foreign subsidiaries which are considered indefinitely invested. (See Note G to
the Consolidated Financial Statements).

The Company is the sole shareholder of Jan Bell de Mexico, S.A. de C.V.
("Jan Bell de Mexico") and its wholly owned subsidiary, Elico Mexicana S.A. de
C.V. ("Elico"). Elico employs individuals and leases them to Jan Bell de Mexico.
Elico is taxed at a rate of 34% on net income and Jan Bell de Mexico is taxed at
an inflation adjusted rate of approximately 26% of its net worth. Accordingly,
during Fiscal 1997 the Company recorded a tax provision of approximately $57,000
for its Mexico operations.

PROPOSED ACQUISITION

In February 1998, the Company announced that it had executed a letter of
intent to acquire Mayor's. Pursuant to the letter of intent, which was signed by
Mayor's and shareholders owning approximately 75% of its shares, Jan Bell has
agreed to acquire up to all of the outstanding shares of Mayor's. The aggregate
value of the transaction (assuming all shares are purchased) is approximately
$92.8 million, consisting of cash, common stock and the assumption or
replacement of outstanding debt. The announcement cautioned that the transaction
is subject to, among other things, the negotiation and execution of a definitive
agreement, and certain approvals, including those required by the
Hart-Scott-Rodino Antitrust Improvement Act of 1976.

The Company considers Mayor's to be the premier luxury jeweler in the
Southeast and that this acquisition will strategically position Jan Bell in the
luxury jewelry market while developing a growth platform to complement its
presence in the wholesale club jewelry arena. Notwithstanding the Company's
belief that the acquisition will receive the necessary regulatory approvals, the
Company can provide no assurance that the acquisition will ultimately be
consummated. In addition the Company has not finalized its assessment regarding
the impact that the acquisition of Mayor's would have on future operating
results or capital requirements.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 1998 cash and cash equivalents totaled $48.4 million and
the Company had no short-term borrowings outstanding under its working capital
facility.

The Company's current $40 million working capital facility with BankBoston
Retail Finance, Inc. and Foothill Capital Corporation expires May 31, 1998. The
agreement related to the current working capital facility contains covenants
which require the Company to maintain financial ratios related to earnings,
working capital, inventory turnover, trade payables and tangible net worth. It
limits capital expenditures and the incurrence of additional debt and prohibits
payment of dividends.

The Company has received a commitment for a working capital facility of $80
million with the right to request an increase up to $110 million from Citicorp
USA, Inc. Among other matters, the terms and conditions of the facility are
contingent upon a successful closing of the Mayor's acquistion. In the event the
Mayor's transaction does not close, the Company believes that bank financing
will be available either through modifications to its existing facility or
through placement of a new facility (see "PROPOSED ACQUISITION").

During Fiscal 1997, operations provided $26.4 million in cash primarily due
to operating income, the effects of depreciation and amortization, and the
significant reduction in inventory. The inventory reduction in Fiscal 1997 is
primarily a result of management's efforts to decrease its inventory levels
through more efficient product distribution and liquidation of slow moving
inventories. Accordingly, the Company was able to eliminate the need to borrow
on its working capital facility. Capital expenditures for Fiscal 1997 were $1.7
million, primarily for new back office computer systems.

The Company's business is highly seasonal, with seasonal working capital
needs peaking in October and November, before the holiday shopping season.
During Fiscal 1997 these seasonal needs were supplied by the Company's
internally generated working capital. The Company anticipates similar seasonal
needs in Fiscal 1998.

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17

In the past the Company partially financed its peak seasonal inventory with
short-term borrowings when necessary. During 1997 there were no short-term
borrowings required. During Fiscal 1996 and Fiscal 1995 the Company's peak
levels of inventory were $113.2 million and $132.3 million and peak outstanding
short-term borrowings pursuant to lines of credit were $4.1 million and $14.7
million, respectively. Average amounts of outstanding short-term borrowings for
Fiscal 1996 and Fiscal 1995 were $192,500 and $1.2 million.

During Fiscal 1995, a dispute of approximately $6.7 million arose between
Sam's and the Company related to certain wholesale sales and returns, primarily
relating to claims by Sam's for credits for certain merchandise returns.
Subsequent to January 31, 1998, the Company received from Sam's confirmation
that all items in dispute prior to February 1, 1998 are closed and there are no
amounts due from or due to Jan Bell by Sam's relating to such dispute. No
consideration was required of the Company to close this matter.

The Company believes that its cash on hand, projected cash from operations,
availability under the current working capital facility and financing
arrangements which are expected to be negotiated and finalized during 1998, will
be sufficient to meet its anticipated working capital and capital expenditure
needs for Fiscal 1998; however, there can be no assurance that the Company's
future operating results will be sufficient to sustain such working capital and
capital expenditure needs. Additionally, consummation of the proposed
acquisition of Mayor's or other acquisitions would increase the Company's cash
requirements.

EFFECTS OF INFLATION

Gold prices are affected by political, industrial and economic factors and
by changing perceptions of the value of gold relative to currencies. Investors
commonly purchase gold and other precious metals perceived to be rising in value
as a hedge against a perceived increase in inflation, thereby bidding up the
price of such metals. The Company's sales volume and net income are potentially
affected by the fluctuations in prices of gold, diamonds and other precious or
semi-precious gemstones as well as watches and other accessories. Because of the
manner in which the Company procures and sells gold products, the Company
believes that it is not necessary to hedge its gold inventories. Hedging is not
available with respect to possible fluctuations in the price of precious and
semi-precious gemstones, watches or other accessories.

The Company's selling, general and administrative expenses are directly
affected by inflation resulting in an increased cost of doing business. Although
inflation has not had and the Company does not expect it to have a material
effect on operating results, there is no assurance that the Company's business
will not be affected by inflation in the future.

NEW ACCOUNTING PRONOUNCEMENTS

In the fourth quarter of Fiscal 1997, the Company adopted Statement of
Financial Accounting Standard ("SFAS") No. 128, which supersedes Accounting
Principles Board ("APB") Opinion No. 15. SFAS No. 128 requires a dual
presentation of basic and diluted earnings per share on the face of the
statements of operations. Basic earnings per share excludes dilution and is
computed by dividing income or loss attributable to common stockholders by the
weighted-average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. SFAS No. 128 had no significant impact on the
earnings per share for Fiscal 1997, 1996 and 1995.

The Company will adopt the following two Statements of Financial Accounting
Standards during the year ending January 30, 1999.

In June 1997, SFAS No. 130, "Reporting Comprehensive Income", was issued.
SFAS No. 130 establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains, and losses) in a full set
of general-purpose financial statements. SFAS No. 130 requires that all items
that are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. SFAS No. 130 requires that a
company (a) classify items of other comprehensive income by their nature in a
financial statement and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of the balance sheet. SFAS No. 130 is effective
for fiscal years beginning after December 15, 1997. Reclassification of
financial statements for earlier periods

17
18
provided for comparative purposes is required. The Company has not determined
the effect, if any, that SFAS No. 130 will have on the disclosures in its
consolidated financial statements.

In June 1997, SFAS No. 131, "Disclosure about Segments of an Enterprise and
related Information", was issued. SFAS No. 131 establishes standards for the way
that public companies report selected information about operating segments in
annual financial statements and requires that those companies report selected
information about segments in interim and annual financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers. SFAS No. 131,
which supersedes SFAS No. 14, "Financial Reporting for Segments of a Business
Enterprise", but retains the requirement to report information about major
customers, requires that a public company report financial and descriptive
information about its reportable operating segments. Operating segments are
components of an enterprise for which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. Generally,
financial information is required to be reported on the basis that it is used
internally for evaluating segment performance and deciding how to allocate
resources to segments. SFAS No. 131 requires that a public company report a
measure of segment profit or loss, certain specific revenue and expense items,
and segment assets. However, SFAS No. 131 does not require the reporting of
information that is not prepared for internal use if reporting it would be
impractical. SFAS No. 131 also requires that a public company report descriptive
information about the way that the operating segments were determined, the
products and services provided by the operating segments, differences between
the measurements used in reporting segment information and those used in the
enterprise's general-purpose financial statements, and changes in the
measurement of segment amounts from period to period. SFAS No. 131 is effective
for financial statements for periods beginning after December 15, 1997. The
Company has not determined the effect, if any, SFAS No. 131 will have on the
disclosures in its consolidated financial statements.

YEAR 2000 MATTERS

The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs or other equipment or systems that have or rely on
time-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system or equipment failure or
miscalculations causing disruptions of operations, including, among others
things, a temporary inability to process transactions, and invoices, or engage
in similar normal business activities.

The Company has identified and assessed the systems that could be affected
by the year 2000 issue and is developing an implementation plan to resolve the
issue. The Company expects to formalize its plan for corrective action and
estimate the potential incremental costs required to address this issue by
December 1998. The Company presently believes that the year 2000 issue will not
pose significant operational problems for the Company's computer systems
software and related computer technologies. The Company also believes that the
year 2000 issue will not have a significant impact on its financial position or
results of operations, although there can be no assurance, particularly
regarding the operations of its vendors and suppliers.

FUTURE OPERATING RESULTS, UNCERTAINTIES AND RISKS

The future operating results of the Company may be affected by a number of
factors, including without limitation the following:

The Company markets its products through Sam's pursuant to an arrangement
whereby the Company operates an exclusive leased department at all of Sam's
existing and future domestic and Puerto Rican locations through February 1,
2001. The Company and Sam's each have determined that the present relationship
is in need of modification and believe that there is a basis to have a mutually
beneficial relationship beyond 2001. Both the Company and Sam's are evaluating
the mix of responsibilities to take better advantage of each company's expertise
in merchandising and retailing. While the agreement as presently structured will
not be extended beyond its primary term, the Company and Sam's are currently
reviewing strategies that could lead to a modified relationship prior to the
expiration date. The Company is dependent on Sam's to conduct its business, and
the loss of the leased department arrangement with Sam's would have a material
adverse effect on the business of the Company.

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19
The Company is actively pursuing new growth opportunities outside of its
existing business within Sam's. Management is also considering other growth
opportunities and may consider acquisitions of businesses similar or
complementary to that of the Company, but there can be no assurance that such
opportunities will not require a significant investment of funds and management
attention by the Company. Any such growth opportunities will be subject to all
of the risks inherent in the establishment of a new product or service offering,
including competition, lack of sufficient customer demand, unavailability of
experienced management, unforeseen complications, delays and cost increases.
The Company may incur costs in connection with pursuing new growth opportunities
that it cannot recover, and the Company may be required to expense certain of
these costs, which may negatively impact the Company's reported operating
performance for the periods during which such costs are incurred.

The Company's retail operation requires expertise in the areas of
merchandising, sourcing, selling, personnel, training, systems and accounting.
The Company must look to increases in the number of retail locations to occur,
thereby increasing the Company's customer base, for expansion. The Company must
also review other available sources of revenue. The retail jewelry market is
particularly subject to the level of consumer discretionary income and the
subsequent impact on the type and value of goods purchased. With the
consolidation of the retail industry, the Company believes that competition both
within the warehouse club industry and with other competing general and
specialty retailers and discounters will continue to increase. Further
consolidation of the warehouse club industry due to geographic constraints and
market consolidation might also adversely affect the Company's existing
relationship with Sam's and the Company's business. The opening and success of
the leased locations and locations to be opened or acquired in later years, if
any, will depend on various factors, including general economic and business
conditions affecting consumer spending, the performance of the Company's retail
programs and concepts, and the ability of the Company to manage the leased
department operations and future expansion and hire and train personnel.

In November 1995, the Company opened its first "Jewelry Depot" store in
Framingham, Massachusetts. Subsequently, the Company also opened two "Jewelry
Depot Outlets" in Vero Beach, Florida and in Worcester, Massachusetts. The
Framingham and Worcester locations were not successful and in January 1998 and
November 1997, respectively, the Company closed these operations. During the
third quarter of Fiscal 1996, the Company acquired from Andin International,
Inc. its three Manhattan Diamond outlet locations in the Potomac Mills, Gurnee
Mills and Orlando Belz outlet malls. Management believes the remaining four
locations currently do not generate an acceptable return on capital employed.
The Company will look to either open additional locations in order to achieve
economies of scale with respect to the required cost structure or seek an
acceptable sale of these locations.

The Company purchases diamonds and other gemstones directly in international
markets located in Tel Aviv, New York, Antwerp and elsewhere. The Company seeks
to meet its diamond requirements with purchases on a systemic basis throughout
the year. Hedging is not available with respect to possible fluctuations in the
price of gemstones. If such fluctuations should be unusually large or rapid and
result in prolonged higher or lower prices, there is no assurance that the
necessary price adjustments could be made quickly enough to prevent the Company
from being adversely affected. Further, the continued availability of diamonds
to the Company is dependent, to some degree, upon the political and economic
situation in South Africa and Russia, which have been unstable. Several other
countries also are major suppliers of diamonds, including Botswana and Zaire. In
the event of an interruption of diamond supplies, or a material or prolonged
reduction in the world supply of finished diamonds, the Company could be
adversely affected.

Although purchases of several critical raw materials, notably gold and
gemstones, are made from a limited number of sources, the Company believes that
there are numerous alternative sources for all raw materials used in the
manufacture of its finished jewelry, and the failure of any principal supplier
would not have a material adverse effect on operations. Any changes in foreign
or domestic laws and policies affecting international trade may have a material
adverse effect on the availability or price on the diamonds, other gemstones,
precious metals and non-jewelry products purchased by the Company. Because
supplies of parallel marketed products are not always readily available, it can
be a difficult process to match the customer demand to market availability.

The Company generally utilizes the services of independent customs agents
to comply with U.S. customs laws in connection with its purchases of gold,
diamond and other jewelry merchandise from foreign sources. The Company bears
certain risks in purchasing parallel marketed goods which includes certain
watches and other products. Parallel marketed goods are products to which
trademarks are legitimately applied but which were not necessarily intended by
their foreign manufacturers to be imported and sold in the United States. The
laws and regulations governing transactions involving such goods lack clarity in
significant respects. From time to time, trademark or copyright holders and
their licensees initiate private suits or administrative agency proceedings
seeking damages or injunctive relief based on alleged trademark or copyright
infringement by purchasers and sellers of parallel marketed goods. While the
Company believes that its practices and procedures with respect to the purchase
of goods lessen the risk of significant litigation or liability, the Company is
from time to time involved in such proceedings and there can be no assurance
that additional claims or suits will not be initiated against the Company or any
of its affiliates, and there can be no assurances regarding the results of any
pending or future claims or suits. Further, legislation is introduced in
Congress from

19
20

time to time regarding parallel marketed goods. Certain legislative or
regulatory proposals, if enacted, could materially limit the Company's ability
to sell parallel marketed goods in the United States. There can be no assurances
as to whether or when any such proposals might be acted upon by Congress or that
future judicial, legislative or administrative agency action will restrict or
eliminate these sources of supply. The Company has identified alternate sources
of supply or categories of similar products, although the cost of certain
products may increase or their availability may be lessened.

The agreements related to the Company's working capital facility contain
covenants which require the Company to maintain financial ratios related to
earnings, working capital, inventory turnover, trade payables and tangible net
worth. It also limits capital expenditures and the incurrence of additional debt
and prohibits the payment of dividends. There can be no assurance that the
Company's future operating results will be sufficient to meet the requirements
of the foregoing covenants or any covenants which might exist related to new
financing arrangements that are currently in the process of being negotiated.

20
21

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index

Page
----

Independent Auditors' Report........................................................................ 22
Consolidated Balance Sheets as of January 31, 1998
and February 1, 1997....................................................................... 23

Consolidated Statements of Operations for
the Fifty-two Weeks Ended January 31, 1998,
the Fifty-two Weeks Ended February 1, 1997, and
the Fifty-three Weeks Ended February 3, 1996............................................... 24

Consolidated Statements of Stockholders' Equity for
the Fifty-two Weeks Ended January 31, 1998,
the Fifty-two Weeks Ended February 1, 1997 and
the Fifty-three Weeks Ended February 3, 1996............................................... 25

Consolidated Statements of Cash Flows for
the Fifty-two Weeks Ended January 31, 1998,
the Fifty-two Weeks Ended February 1, 1997 and
the Fifty-three Weeks Ended February 3, 1996............................................... 26

Notes to Consolidated Financial Statements.......................................................... 28

21

22

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Jan Bell Marketing, Inc.
Sunrise, Florida

We have audited the accompanying consolidated balance sheets of Jan Bell
Marketing, Inc. and its subsidiaries (the "Company") as of January 31, 1998 and
February 1, 1997 and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three fiscal years in the
period ended January 31, 1998. Our audits also included the financial statement
schedule listed at Item 14(a)(2). These consolidated financial statements and
the financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of January 31,
1998 and February 1, 1997, and the results of its operations and its cash flows
for each of the three fiscal years in the period ended January 31, 1998, in
conformity with generally accepted accounting principles. Also, in our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Certified Public Accountants
Fort Lauderdale, Florida

March 18, 1998

22
23

JAN BELL MARKETING, INC.

CONSOLIDATED BALANCE SHEETS
(AMOUNTS SHOWN IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

JANUARY 31, FEBRUARY 1,
1998 1997
----------- -----------
ASSETS

Current Assets:
Cash and cash equivalents $ 48,432 $ 23,525
Accounts receivable (net of allowance
for doubtful accounts of $1,786
and $1,439, respectively) 6,271 6,162
Inventories 69,193 79,893
Deferred income taxes 2,625 --
Other current assets 1,376 1,260
--------- ---------
Total current assets 127,897 110,840

Property, net 18,143 21,481
Excess of cost over fair value of
net assets acquired 2,475 2,860
Other assets 3,197 4,204
--------- ---------
$ 151,712 $ 139,385
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 9,784 $ 8,222
Accrued expenses 6,349 5,790
--------- ---------

Total current liabilities 16,133 14,012
--------- ---------

Stockholders' Equity:
Common stock, $.0001 par value, 50,000,000
shares authorized, 25,981,970 and
25,894,428 shares issued, respectively 3 3
Additional paid-in capital 180,649 180,448
Accumulated deficit (43,295) (53,338)
Foreign currency translation adjustment (1,778) (1,740)
--------- ---------
135,579 125,373
--------- ---------
$ 151,712 $ 139,385
========= =========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

23

24

JAN BELL MARKETING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS SHOWN IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

FIFTY-TWO FIFTY-TWO FIFTY-THREE
WEEKS ENDED WEEKS ENDED WEEKS ENDED
JANUARY 31, FEBRUARY 1, FEBRUARY 3,
1998 1997 1996
------------ ----------- -----------

Net sales $ 247,890 $ 243,079 $ 254,004

Cost of sales 188,004 183,636 199,579
----------- ----------- -----------

Gross profit 59,886 59,443 54,425

Store and warehouse
operating and selling expenses 33,082 33,368 35,261
General and administrative expenses 13,521 11,577 11,486
Other charges -- 5,643 --
Depreciation and amortization
expense 6,928 8,236 8,674
Currency exchange (gain) loss 333 (26) 597
----------- ----------- -----------

Operating income (loss) 6,022 645 (1,593)

Interest expense -- (999) (3,196)
Interest and other income 1,756 1,269 1,477
----------- ----------- -----------

Income (loss) before income taxes 7,778 915 (3,312)
Income tax provision (benefit) (2,265) 154 130
----------- ----------- -----------

Net income (loss) $ 10,043 $ 761 $ (3,442)
=========== =========== ===========

Net income (loss) per common share:

Basic $ .39 $ .03 $ (.13)
=========== =========== ===========
Diluted $ .39 $ .03 $ (.13)
=========== =========== ===========

Weighted average number of
common shares:

Basic 25,919,427 25,859,255 25,774,018
=========== =========== ===========

Diluted 26,006,635 26,017,364 25,774,018
=========== =========== ===========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

24
25

JAN BELL MARKETING, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)

FOREIGN
COMMON ADDITIONAL CURRENCY TOTAL
SHARES COMMON PAID-IN ACCUMULATED TRANSLATION STOCKHOLDERS'
ISSUED STOCK CAPITAL DEFICIT ADJUSTMENT EQUITY
------ ----- ---------- ----------- ----------- -------------

Balance at January 28, 1995 25,741,991 $ 3 $178,896 $(50,657) $ (907) $127,335
Purchase plan exercise 35,372 71 71
Issuance of common stock 63,688 350 350
Issuance of stock warrants 1,414 1,414
Foreign currency translation
adjustment (488) (488)
401(k) Plan contribution 6,367 20 20
Purchase and retirement of
common stock (13,877) (35) (35)
Net loss (3,442) (3,442)
---------- --- -------- -------- ------- --------
Balance at February 3, 1996 25,833,541 3 180,716 (54,099) (1,395) 125,225

Purchase plan exercise 34,671 68 68
Issuance of common stock 21,334 363 363
Cancellation of stock warrants (709) (709)
Foreign currency
translation adjustment (345) (345)
401(k) Plan contribution 4,882 10 10
Net income 761 761
---------- --- -------- -------- ------- --------
Balance at February 1, 1997 25,894,428 3 180,448 (53,338) (1,740) 125,373

Purchase plan exercise 30,209 60 60
Issuance of common stock 57,333 141 141
Foreign currency
translation adjustment (38) (38)
Net income 10,043 10,043
---------- --- -------- -------- ------- --------
Balance at January 31, 1998 25,981,970 $ 3 $180,649 $(43,295) $(1,778) $135,579
========== === ======== ======== ======= ========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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26

JAN BELL MARKETING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS SHOWN IN THOUSANDS)

FIFTY-TWO FIFTY-TWO FIFTY-THREE
WEEKS ENDED WEEKS ENDED WEEKS ENDED
JANUARY 31, FEBRUARY 1, FEBRUARY 3,
1998 1997 1996
----------- ------------ ------------

Cash flows from operating activities:
Cash received from customers $ 247,662 $ 242,632 $ 259,629
Cash paid to suppliers and
employees (222,760) (213,802) (251,154)
Interest and other income
received 1,657 1,269 1,477
Interest paid -- (998) (3,196)
Income taxes (paid) received (142) (154) 506
--------- --------- ---------
Net cash provided by
operating activities 26,417 28,947 7,262
--------- --------- ---------

Cash flows from investing activities:
Capital expenditures (1,708) (2,306) (1,937)
Acquisition of Manhattan Diamonds stores -- (500) --
-------- --------- ---------
Net cash used in
investing activities (1,708) (2,806) (1,937)
--------- --------- ---------

Cash flows from financing activities:
Debt repayment -- (17,500) (17,500)
Other 135 133 148
--------- --------- ---------
Net cash provided by (used by)
financing activities 135 (17,367) (17,352)
--------- --------- ---------
Effect of exchange rate changes 63 (204) (1,230)
--------- --------- ---------
Net increase (decrease) in cash
and cash equivalents 24,907 8,570 (13,257)
Cash and cash equivalents at
beginning of year 23,525 14,955 28,212
--------- --------- ---------
Cash and cash equivalents at
end of year $ 48,432 $ 23,525 $ 14,955
========= ========= =========

(CONTINUED)

26
27

FIFTY-TWO FIFTY-TWO FIFTY-THREE
WEEKS ENDED WEEKS ENDED WEEKS ENDED
JANUARY 31, FEBRUARY 1, FEBRUARY 3,
1998 1997 1996
----------- ----------- ------------

Reconciliation of net income (loss) to
net cash provided by
operating activities:
Net income (loss) $ 10,043 $ 761 $ (3,442)
Adjustments to reconcile
net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 6,928 8,236 8,674
Impairment of long-lived assets -- 1,500 --
Deferred income tax benefit (2,625) -- --
Currency exchange (gain)/loss 237 (26) 597
(Increase) decrease in assets:
Accounts receivable (net) (227) (446) 5,625
Inventories 10,607 15,519 10,132
Other assets (670) (201) (1,705)
Increase (decrease) in liabilities:
Accounts payable 1,564 2,222 (6,868)
Accrued expenses 560 1,382 (5,751)
-------- -------- --------

Net cash provided by
operating activities $ 26,417 $ 28,947 $ 7,262
======== ======== ========

(CONCLUDED)

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

27
28

JAN BELL MARKETING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED JANUARY 31, 1998, FEBRUARY 1, 1997 AND FEBRUARY 3, 1996

A. Nature of Business:

The Company is principally engaged in the sale of jewelry, watches and
other consumer products through leased departments in Sam's Club ("Sam's")
locations. During the fifty-two weeks ended January 31, 1998, the Company
generated approximately 93% of its net sales from Sam's customers. Accordingly,
the Company is dependent on Sam's to conduct its business and the loss of the
leased department arrangement with Sam's would have a material adverse effect on
the business of the Company.

The Company's consolidated financial statements are prepared on a 52/53
week retail fiscal year basis. The fifty-two weeks ended January 31, 1998 and
February 1, 1997 and the fifty-three weeks ended February 3, 1996 are referred
to herein as Fiscal 1997, Fiscal 1996 and Fiscal 1995, respectively.

B. Relationship with Sam's:

In May 1993, the Company entered into an agreement (the "Agreement") to
operate an exclusive leased department at all existing and future Sam's
locations through February 1, 1999, later extended to February 1, 2001. The
Company and Sam's are currently reviewing options that could lead to a modified
relationship prior to the expiration date. As consideration for entering into
the Agreement, the Company paid to Sam's a one-time fee of $7.0 million, which
is included in Other Assets in the Consolidated Balance Sheets, and is being
amortized over the term of the Agreement. The unamortized amount as of January
31, 1998 and February 1, 1997 was approximately $2.8 million and $3.7 million,
respectively. The Company pays Sam's a tenancy fee of 9% of net sales.

As of January 31, 1998, the Company operated leased departments in 447
Sam's locations.

During Fiscal 1995, a dispute of approximately $6.7 million arose between
Sam's and the Company related to certain wholesale sales and returns, primarily
relating to claims by Sam's for credits for certain merchandise returns.
Subsequent to Fiscal 1997, the Company received from Sam's confirmation that all
items in dispute prior to February 1, 1998 are closed and there are no amounts
due from or due to Jan Bell by Sam's Club relating to such dispute. No
consideration was required of the Company to close this matter.

C. Summary of Significant Accounting Policies:

(1) Principles of Consolidation -- The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in the
consolidation.

(2) Use of 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.

(3) Sales of Consignment Merchandise -- Income is recognized on the sale
of inventory held on consignment at such time as the merchandise is sold.

(4) Sales Returns -- The Company generally gives its customers the right
to return merchandise purchased by them and records an accrual at the time of
sale for the amount of gross profit on estimated returns.

(5) Inventories -- Inventories are valued at the lower of cost (first-in,
first-out method) or market. The Company records reserves for lower of cost or
market, damaged goods, and obsolete and slow-moving inventory.

28

29
Costs incurred in acquiring, receiving, preparing and distributing
inventory to the point of being ready for sale are included in inventory. The
amount of these costs included in inventory as of January 31, 1998 and February
1, 1997 was approximately $3.5 million and $4.5 million, respectively.

(6) Property -- Property is stated at cost net of accumulated deprecation
and is depreciated using the straight-line method over the following estimated
useful lives of the respective assets:

ESTIMATED
ASSET USEFUL LIFE
----- -----------

Building 30 years
Furniture and fixtures 5 years
Leasehold improvements 5 years
Automobiles and trucks 3 years
Computer hardware and software 3 years

(7) Income Taxes -- The Company accounts for income taxes in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting
for Income Taxes." Under SFAS 109, deferred income taxes reflect the net tax
effects of (a) temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the bases for income tax
purposes, and (b) operating loss and tax credit carryforwards.

(8) Earnings (Loss) Per Share -- In the fourth quarter of 1997, the
Company adopted SFAS No. 128 "Earnings Per Share." SFAS No. 128, which
supersedes Accounting Principles Board ("APB") Opinion No. 15, requires a dual
presentation of basic and diluted earnings per share on the face of the
statement of operations. Basic earnings per share excludes dilution and is
computed by dividing income or loss attributable to common stockholders by the
weighted-average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. The adoption of SFAS No. 128 had no significant
impact on the earnings (loss) per share for the years ended January 31, 1998,
February 1, 1997 and February 3, 1996.

(9) Cash and Cash Equivalents -- The Company considers all highly-liquid
investments purchased with original maturities of three months or less to be
cash equivalents.

(10) Cost in Excess of Fair Value of Assets Acquired ("Goodwill") -- The
Company on an ongoing basis evaluates the recoverability of the carrying amount
of Goodwill based on projected operating income. Goodwill is being amortized
using the straight line method over 20 years. Goodwill for the three acquired
Manhattan Diamonds stores is being amortized using the straight line method over
the remaining terms of the leases as of the date of acquisition which ranged
from 14 months to 39 months. Accumulated amortization related to Goodwill at
January 31, 1998 and February 1, 1997 was approximately $1.7 million and $1.4
million, respectively.

(11) Long-lived Assets -- Long-lived assets held and used by the Company
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable. Measurement of an
impairment loss for such long-lived assets would be based on the fair value of
the asset. Long-lived assets to be disposed of are reported generally at the
lower of the carrying amount or fair value less cost to sell.

(12) Deferred Financing Costs -- The Company amortizes deferred financing
costs incurred in connection with its financing agreements over the related
period. Such deferred costs are included in other assets.

(13) Foreign Currency -- The Company has operations in Mexico (the Company
supplies selected fine jewelry, watches and fragrances to Sam's Club locations
in Mexico, a warehouse club joint venture in Mexico between Wal-Mart Stores and
Cifra S.A.) and Israel. In Israel, the functional currency exchange rate between
the Israeli Shekel and U.S. dollar is government regulated and not currently
subject to significant currency exchange rate fluctuations. In Mexico, the U.S.
dollar is the functional currency since the

29
30
economy is considered highly inflationary. Changes in the exchange rates for
the Mexican Peso relative to the U.S. dollar resulted in direct charges or
credits to the statement of operations during a portion of Fiscal 1997.

The Company manages the Mexican peso currency exchange rate exposure to
minimize the effect of exchange rate gains and losses on its cash flows through
the use of forward sales contracts, generally for periods not exceeding three
months. Forward sales contracts are accounted for on a mark to market basis.
Exchange rate gains and losses on foreign currency transactions are reported as
a currency exchange gain or loss in the consolidated statements of operations,
except for intercompany transactions with subsidiaries that are of a long-term
investment nature, which are reported in the same manner as translation
adjustments.

(14) Advertising costs -- Advertising costs are charged to expense as
incurred. Advertising expense was approximately $0.5 million, $1.0 million, and
$2.8 million in Fiscal 1997, 1996 and 1995, respectively.

D. Inventories:

Inventories are summarized as follows:

JANUARY 31, FEBRUARY 1,
1998 1997
-------------------------- ---------------------------
COMPANY HELD ON COMPANY HELD ON
OWNED CONSIGNMENT OWNED CONSIGNMENT
------- ----------- ------- -----------
(amounts shown in thousands)

Precious and semi-precious gem jewelry-
related merchandise (and
associated gold):
Raw materials $ 5,439 $ -- $ 6,257 $ --
Finished goods 33,513 1,756 39,054 1,378
Gold jewelry-related merchandise:
Finished goods 13,148 243 12,639 705
Watches 7,372 -- 10,414 --
Other consumer products 9,721 19 11,529 --
-------- ------ -------- ------
$69,193 $2,018 $ 79,893 $2,083
======= ====== ======== ======

E. Property:

The components of property are as follows:

JANUARY 31, FEBRUARY 1,
1998 1997
----------- -----------
(amounts shown in thousands)

Land $ 4,171 $ 4,171
Buildings and improvements 10,086 9,819
Furniture and fixtures 19,614 34,827
Leasehold improvements 534 721
Automobiles and trucks 320 497
-------- --------
34,725 50,035
Less accumulated depreciation (16,582) (28,554)
-------- --------
$ 18,143 $ 21,481
======== ========

30
31
At January 31, 1998 and February 1, 1997, the Company's former corporate
headquarters building was held for sale. During the first quarter of Fiscal
1998, the Company executed a contract for the sale of the building for an
amount, less costs to sell, which approximates the carrying value.

Depreciation expense for Fiscal 1997, Fiscal 1996 and Fiscal 1995 was
approximately $5.0 million, $5.3 million and $5.7 million respectively.

F. Financing Arrangements

On May 31, 1995 the Company replaced its previous revolving bank credit
facility with a Working Capital Facility with BankBoston Retail Finance, Inc.
and Foothill Capital Corporation which provides for a $30 million secured
revolving bank credit facility. On July 15, 1996 the Company amended its Working
Capital Facility to increase the amount available to $40 million and to obtain
more favorable terms. Availability under the amended Working Capital Facility is
determined based upon a percentage formula applied to inventory and accounts
receivable. The Working Capital Facility terminates on May 31, 1998 and bears
interest at an annual rate of The First National Bank of Boston's base rate plus
.25%. The Company was required to pay a fee of $450,000 annually to the lenders,
which was reduced to $400,000 in May 1997, and an administration fee of $11,000
monthly.

In October 1992, the Company finalized a $35 million unsecured private
placement of senior notes with an interest rate of 6.99%. Interest was payable
semi-annually, and principal payments of $6.5 million were due annually
commencing April 1996, with a final principal payment of $9.0 million due in
October 1999. On May 31, 1995, as a result of the Company failing to comply with
certain financial covenants, the Company entered into an amended and restated
senior note agreement ("the amended agreement") that provided, among other
things, for the Company to immediately prepay $8.5 million in principal amount
of the notes. The notes as amended, were scheduled to mature on February 1,
1998, were secured and bore interest for the period (a) from closing to January
31, 1997, at an annual rate of 12.5% and (b) from February 1, 1997 to maturity,
at an annual rate of 16%. In compliance with the amended agreement, an
additional payment of $9 million was made February 1, 1996. Another principal
payment in the amount of $10 million was payable on February 1, 1997 with a
final payment of $7.5 million due February 1, 1998. The Company paid the
noteholders a fee of $500,000 in connection with this agreement. During Fiscal
1996 the Company prepaid the $17.5 million balance due on the senior notes.

Further, in connection with the amended agreement, the Company granted to
the holders of the senior notes warrants (the "noteholder warrants") to purchase
1,732,520 shares of the Company's common stock for $2.25 per share. The
noteholder warrants were scheduled to vest as follows: 20% on May 31, 1995, 20%
on February 2, 1996, 30% on February 2, 1997, and 30% on July 31, 1997. As a
result of the prepayment of the senior notes discussed above, warrants to
purchase 1,212,764 shares were canceled. The vested noteholder warrants expire
May 31, 2005. In connection with the Working Capital Facility, the Company
granted warrants to purchase up to 234,000 shares of the Company's common stock
with exercise prices ranging from $3.25 to $4.00 per share, which expire May 1,
2005. All of these warrants were recorded at their fair value at the date issued
and were included in deferred financing costs. When the actual number of
warrants to become vested was determined upon the prepayment of the senior
notes, the carrying amount of the canceled warrants was reversed.

The agreements related to the amended Working Capital Facility contain
covenants which require the Company to maintain financial ratios related to
earnings, working capital, inventory turnover, trade payables and tangible net
worth. It also limits capital expenditures and the incurrence of additional debt
and prohibits payment of dividends. Substantially all of the Company's assets
are subject to a blanket lien in accordance with the agreement related to the
amended working capital facility.

The Company has received a commitment for a working capital facility of $80
million with the right to request an increase up to $110 million from Citicorp
USA, Inc. Among other matters, the terms and conditions of the facility are
contingent upon a successful closing of the Mayor's acquisition. In the event
the Mayor's transaction does not close, the Company believes that bank financing
will be available either through modifications to its existing facility or
through placement of a new facility (see "PROPOSED ACQUISITION").

31

32
Information concerning the Company's short-term borrowings follows:

FIFTY-TWO FIFTY-TWO FIFTY-THREE
WEEKS ENDED WEEKS ENDED WEEKS ENDED
JANUARY 31, FEBRUARY 1, FEBRUARY 3,
1998 1997 1996
----------- ----------- -----------
(dollars shown in thousands)

Maximum borrowings outstanding
during the period -- $ 4,100 $14,717
Average outstanding balance
during the period -- 193 1,162
Weighted average interest rate
for the period -- 8.5% 10.25%

G. Income Taxes:

The significant items comprising the Company's net deferred taxes as of
January 31, 1998 and February 1, 1997 are as follows:

JANUARY 31, FEBRUARY 1,
1998 1997
----------- -----------
(amounts shown in thousands)

Deferred Tax Liabilities:

Difference between book and
tax basis of property $ 1,071 $ 1,315
------- -------

Deferred Tax Assets:

Sales returns and doubtful accounts
allowances not currently deductible 719 1,033
Inventory reserves not currently deductible 1,441 2,095
Federal net operating loss and tax credit carryforward
and unutilized charitable contribution carryforward 14,335 18,763
State net operating loss carryforward 3,684 2,868
Other 959 363
------- -------
21,138 25,122
------- -------

Net deferred tax asset before valuation allowance 20,067 23,807
------- -------

Valuation allowance 17,442 23,807
------- -------

Net Deferred Tax Asset $ 2,625 $ --
======= =======

32

33
The components of income (loss) before income taxes are as follows:

FIFTY-TWO FIFTY-TWO FIFTY-THREE
WEEKS ENDED WEEKS ENDED WEEKS ENDED
JANUARY 31, FEBRUARY 1, FEBRUARY 3,
1998 1997 1996
------------ ------------ ------------
(amounts shown in thousands)

Domestic $6,117 $ 2,692 $ (702)
Foreign 1,661 (1,777) (2,610)
------ ------- -------
$7,778 $ 915 $(3,312)
====== ======= ========

The components of the provision (benefit) for income taxes consist of the
following:

FIFTY-TWO FIFTY-TWO FIFTY-THREE
WEEKS ENDED WEEKS ENDED WEEKS ENDED
JANUARY 31, FEBRUARY 1, FEBRUARY 3,
1998 1997 1996
----------- ----------- ------------
(amounts shown in thousands)

Current:
Federal $ 210 $ 97 $ --
State 21 6 --
Foreign 129 51 130
------- ----- -----
Total Current 360 154 130
------- ----- -----
Deferred:
Federal (2,625) -- --
State -- -- --
Foreign -- -- --
Total Deferred (2,625) -- --
------- ----- -----

Total provision (benefit) for income taxes $(2,265) $ 154 $ 130
======= ===== =====

The provision (benefit) for income taxes varies from the amount computed by
applying the statutory rate for reasons summarized below:

FIFTY-TWO FIFTY-TWO FIFTY-THREE
WEEKS ENDED WEEKS ENDED WEEKS ENDED
JANUARY 31, FEBRUARY 1, FEBRUARY 3,
1998 1997 1996
----------- ------------- -----------

Statutory rate 35.0% 35.0% 35.0%
Benefit of graduated rates (1.0) (1.0) (1.0)
State taxes (net of
federal benefit) (6.0) 1.2 1.1
Tax effect of
foreign subsidiaries 5.0 -- (31.1)
Valuation allowance (67.5) (31.3) (9.1)
Alternative minimum tax 2.7 10.6 --
Other 2.7 2.3 1.2
------ ------ -----
(29.1%) 16.8% (3.9%)
====== ====== ======

33
34

The Company has a Federal net operating loss carryforward of approximately
$38.8 million and a state net operating loss carryforward of approximately
$118.5 million. The Federal net operating loss carryforward expires beginning
in 2008 through 2011 and the state net operating loss carryforward expires
beginning in 1998 through 2012. The Company also has an alternative minimum tax
credit carryforward of approximately $1.2 million to offset future regular
federal income taxes. The valuation allowance has been recorded to offset the
net deferred tax asset to the amount that the Company believes, after evaluating
the currently available evidence, will more likely than not be realized.

At the time the Company purchased Exclusive Diamonds International,
Limited ("EDI") in August of 1990, EDI applied to and received from the Israeli
government under the Capital Investments Law of 1959 "approved enterprise"
status, which results in reduced tax rates given to foreign owned corporations
to stimulate the export of Israeli manufactured products. The effect in Fiscal
1997, Fiscal 1996 and Fiscal 1995 was not material. The "approved enterprise"
tax benefit is available to EDI until the year 2000.

The Company is the sole shareholder of Jan Bell de Mexico, S.A. de C.V.
("Jan Bell de Mexico") and its wholly owned subsidiary, Elico Mexicana S.A. de
C.V. ("Elico"). Elico employs individuals and leases them to Jan Bell de Mexico.
Elico is taxed at a rate of 34% on net income and Jan Bell de Mexico is taxed at
an inflation adjusted rate of approximately 26% of its net worth. Accordingly,
during Fiscal 1997 the Company recorded a tax provision of approximately $57,000
for its Mexico operations.

The Company has not provided Federal and state income taxes on
approximately $11.8 million of undistributed earnings of foreign subsidiaries
which it considers invested in such subsidiaries indefinitely. The amount of
unrecognized deferred tax liability on the unremitted earnings of the foreign
subsidiaries at January 31, 1998 approximates $4.4 million exclusive of any
benefit from utilization of foreign tax credits. At January 31, 1998, the
Company has approximately $2.2 million of unrecognized foreign tax credits
which, depending on circumstances, may be available to reduce federal income
taxes on the unremitted earnings of the foreign subsidiaries in the event such
earnings are repatriated.

H. Commitments and Contingencies:

(1) As discussed in Note F, there are outstanding warrants to purchase
519,756 shares of common stock at $2.25 per share which expire May 31, 2005 and
warrants to purchase 234,000 shares of common stock at $3.25 to $4.00 per share
which expire May 1, 2005. Additionally, the Company has warrants outstanding to
purchase 700,000 shares of common stock at $24.70 per share which expire
December 16, 1998.

(2) The Company has non-cancelable operating leases for retail space
through June 2003. The Company also has operating leases for copiers, postage
machines, and computer equipment. Minimum lease commitments subsequent to
January 31, 1998 are as follows:

1998................................................ $ 867,092
1999................................................ 653,479
2000................................................ 458,262
2001................................................ 415,000
2002................................................ 345,405
Thereafter.......................................... 31,487
----------
$2,770,725
==========
I. Legal Proceedings:

The Company is from time to time involved in litigation incidental to the
conduct of its business. While it is not possible to predict with certainty the
outcome of such matters, management believes that any litigation currently
pending to which the Company is a party will not have a material adverse effect
on the Company's financial position or results of operations.

34

35

J. Geographic Information

The Company operates in three principal geographic areas, the United
States, Israel and Mexico. Net sales to unaffiliated customers by U.S.-based
operations are made primarily into the United States. Net sales to unaffiliated
customers by Israel-based operations are made primarily into Europe. Net sales
to unaffiliated customers by Mexico-based operations are made primarily into
Mexico. Transfers have been eliminated from consolidated net sales. Financial
information, summarized by geographic area, is as follows (in thousands):

UNITED STATES ISRAEL MEXICO ELIMINATIONS CONSOLIDATED
------------- ------ ------ ------------ ------------

Fifty-two weeks ended
January 31, 1998

Net Sales
Unaffiliated Customers $ 234,219 $ 7,954 $5,717 $ -- $247,890
Transfer to other geographic areas -- 20,512 -- (20,512) --
--------- ------- ------ -------- --------
Total Net Sales 234,219 28,466 5,717 (20,512) 247,890
========= ======= ====== ======== ========

Income before taxes 6,116 1,608 433 (379) 7,778
========= ======= ====== ======== ========

Identifiable assets 141,355 11,288 6,771 (7,702) 151,712
========= ======= ====== ======== ========

Fifty-two weeks ended
February 1, 1997

Net Sales
Unaffiliated Customers 232,902 7,344 2,833 -- 243,079
Transfers to other geographic areas -- 16,055 -- (16,055) --
--------- ------- ------ -------- --------
Total Net Sales 232,902 23,399 2,833 (16,055) 243,079
========= ======= ====== ======== ========

Income (loss) before taxes 2,692 (2,465) 517 171 915
========= ======= ====== ======== ========
Identifiable assets 130,353 12,138 6,101 (9,207) 139,385
========= ======= ====== ======== ========

Fifty-three weeks ended
February 3, 1996

Net Sales
Unaffiliated Customers 242,483 8,652 2,869 -- 254,004
Transfers to other geographic areas -- 19,806 1,596 (21,402) --
--------- ------- ------ -------- --------
Total Net Sales 242,483 28,458 4,465 (21,402) 254,004
========= ======= ====== ======== ========

Income (loss) before taxes (702) (1,721) 1,404 (2,293) (3,312)
========= ======= ====== ======== ========

Identifiable assets $ 149,021 $14,483 $4,350 $(14,681) $153,173
========= ======= ====== ======== ========

K. Other Charges

Other charges in Fiscal 1996 consisted of approximately $2 million in
severance payments to the Company's former President and Chief Executive
Officer, the write-off of $630,000 of financing costs in connection with the
prepayment of the senior notes as further discussed in Note F, $1.5 million
write-down of the carrying value of the Company's former corporate headquarters
building which became held for sale, and a $1.5 million provision for the
closing of two of the Jewelry Depot locations which includes a $1.0 million
accrual for costs associated with terminating the leases and a $500,000
write-down of fixed assets. These two locations were closed during November 1997
and January 1998.

35

36

L. Acquisition of Manhattan Diamond Stores:

On September 30, 1996 the Company acquired from Andin International, Inc.
its three Manhattan Diamond outlet stores located in the Gurnee Mills, Potomac
Mills and Orlando Belz outlet malls. The purchase price for the stores was
$500,000, of which $70,000 was for all store fixtures and $430,000 was allocated
to goodwill. Both of these amounts are being amortized over the remaining terms
of the leases at acquisition which ranged from 14 months to 39 months. Pro forma
effects of the results of operations resulting from the acquisition of these
stores is not materially different from the Company's historical results.

M. Employee Benefit Plans:

STOCK OPTION PLANS

As of January 31, 1998 the Company had 292,927 shares of common stock
available for grant to its key employees and directors under its 1987 and 1991
Stock Option Plans. Under these plans, the option price must be equal to the
market price of the stock on the date of the grant, or in the case of an
individual who owns 10% or more of common stock, the minimum price must be 110%
of the market price.

Options granted to date generally become exercisable from six months to
three years after the date of grant, provided that the individual is
continuously employed by the Company, or in the case of directors, remains on
the board of directors. All options generally expire no more than ten years
after the date of grant.

EMPLOYEE STOCK PURCHASE PLAN

In June 1987, the Board of Directors approved an Employee Stock Purchase
Plan, which permits eligible employees to purchase common stock from the Company
at 85% of its fair market value through regular payroll deductions.

A total of 562,500 shares are reserved for issuance under the Employee
Stock Purchase Plan of which 30,209, 34,671 and 35,372 shares were issued during
the years ended January 31, 1998, February 1, 1997 and February 3, 1996,
respectively.

RETIREMENT SAVINGS PLAN

In December 1992, the Board of Directors approved a Retirement Savings
Plan, which permits eligible employees to make contributions to the Plan on a
pretax salary reduction basis in accordance with the provisions of Section
401(k) of the Internal Revenue Code. The Company makes a cash contribution of
25% of the employee's pretax contribution, up to 4% of the employees
compensation, in any calendar year. During the year ended February 3, 1996, the
matching contribution was made in Company stock.

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related Interpretations in
accounting for its stock-based compensation plans. Accordingly, no compensation
cost has been recognized for such plans. Had compensation cost for the Company's
stock-based compensation plans been determined using the fair value method
described in Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation," at the grant dates for awards granted in Fiscal
1997, Fiscal 1996 and Fiscal 1995 under these plans, the Company's net earnings
and earnings per share would have been reduced to the proforma amounts presented
below:

FISCAL FISCAL FISCAL
1997 1996 1995
------- ------- --------

Net income/(loss) (in thousands)
As reported $10,043 $ 761 $ (3,442)
Proforma $ 7,762 $ (147) $ (4,253)
Income/(loss) per share

As reported $ .39 $ .03 $ (.13)
Proforma basic and diluted $ .30 $ (.01) $ (.17)

36

37
The fair value of each option grant was estimated as of the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in Fiscal 1997, Fiscal 1996 and Fiscal 1995:
expected volatility of 53%, 65% and 65%, respectively, risk-free interest rate
of 5.70%, 6.53% and 6.53%, respectively, expected lives of approximately five
years for all three years, and a dividend yield of zero for all three years. The
weighted average fair values of options granted during Fiscal 1997, Fiscal 1996
and Fiscal 1995 were $1.34, 1.36, and $1.55 respectively.

The following is a summary of the activity in the option plans during
Fiscal 1997, Fiscal 1996 and Fiscal 1995:

FISCAL FISCAL FISCAL
1997 1996 1995
----------------------------- ---------------------------- ----------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
--------- -------------- --------- -------------- ---------- --------------

Outstanding at beginning of
year 4,315,042 $ 6.07 4,641,126 $ 6.02 4,085,146 $ 7.56
Granted 3,334,500 2.58 175,000 2.24 1,628,300 2.55
Canceled (640,585) 6.26 (479,750) 4.31 (1,072,320) 6.64
Exercised (57,333) 2.46 (21,334) 2.51 0 0
---------- ------ ---------- ------ ----------- ------

Outstanding at end of year 6,951,624 $4.41 4,315,042 $ 6.07 4,641,126 $ 6.02
========== ===== ========== ====== =========== ======

A summary of the status of the option plans as of January 31, 1998 is
presented below:

OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------- --------------------------------
WEIGHTED AVGE. WEIGHTED WEIGHTED
RANGE OF REMAINING AVERAGE AVERAGE
EXERCISE NUMBER CONTRACTUAL LIFE EXERCISE NUMBER EXERCISE
PRICES OUTSTANDING (IN YEARS) PRICE EXERCISABLE PRICE
------------ ----------- ---------------- -------- ----------- ---------

$ 2.06-2.08 105,000 8.7 $ 2.06 75,000 $ 2.06
2.09-3.09 4,158,200 9.1 2.56 1,805,374 2.54
3.10-4.64 625,000 7.0 3.96 625,000 3.96
4.65-6.95 918,520 6.3 5.02 718,520 5.02
6.96-10.43 553,179 4.7 9.00 552,093 9.00
10.44-14.09 591,725 4.1 13.01 591,725 13.01
----------- ---------- ----- ------- ---------- -------
$ 2.06-14.09 6,951,624 7.8 $ 4.41 4,367,712 $ 5.38
============ ========= ====== ======= ========== =======

N. Fair Value of Financial Instruments:

The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
"Disclosures About Fair Value of Financial Instruments." The estimated fair
value amounts have been determined by the Company, using available market
information and appropriate valuation methodologies. However, considerable
judgment is required in interpreting market data to develop the estimates of
fair value.

Accordingly, the estimates presented herein are not necessarily indicative
of the amounts that would be realized in a current market exchange. The use of
different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.

Cash and Cash Equivalents, Accounts Receivable, Accounts Payable
and Accrued Expenses - The carrying amounts of these items are a reasonable
estimate of their fair values.

37

38

O. Proposed Acquisition

In February 1998, the Company announced that it had executed a letter of
intent to acquire Mayor's Jewelers, Inc. ("Mayor's"). Pursuant to the letter of
intent, which was signed by Mayor's and shareholders owning approximately 75% of
its shares, the Company has agreed to acquire up to all of the outstanding
shares of Mayor's. The aggregate value of the transaction (assuming all shares
are purchased) is approximately $92.8 million, consisting of cash, common stock
and the assumption or replacement of outstanding debt. The announcement
cautioned that the transaction is subject to, among other things, the
negotiation and execution of a definitive agreement and certain approvals,
including those required by the Hart-Scott-Rodino Antitrust Improvement Act of
1976.

Notwithstanding the Company's belief that the acquisition will receive the
necessary regulatory approvals, the Company can provide no assurance that the
acquisition will ultimately be consummated. In addition, the Company has not
finalized its assessment regarding the impact that Mayor's would have on future
operating results or capital requirements.

P. Selected Quarterly Financial Data (unaudited):

THIRTEEN WEEKS ENDED
------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
MAY 3, AUGUST 2, NOVEMBER 1, JANUARY 31,
1997 1997 1997 1998
------- --------- ----------- -----------

Net Sales $46,977 $53,309 $45,219 $102,385
Gross Profit 10,343 11,944 10,092 27,507
Net income (loss) (2,307) (643) (2,307) 15,300
Basic earnings (loss) per Common Share (0.09) (0.02) (0.09) 0.59
Diluted earnings (loss) per Common Share (0.09) (0.02) (0.09) 0.58

THIRTEEN WEEKS ENDED
------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
MAY 4, AUGUST 3, NOVEMBER 2, FEBRUARY 1,
1996 1996 1996 1997
------- --------- ----------- -----------

Net Sales $47,449 $55,152 $44,706 $95,772
Gross Profit 9,710 12,092 9,860 27,781
Net income (loss) (5,071) (1,177) (2,910) 9,919
Basic earnings (loss) per Common Share (0.20) (0.05) (0.11) 0.38
Diluted earnings (loss) per Common Share (0.20) (0.05) (0.11) 0.38

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

None

38

39

PART III

ITEMS 10 THROUGH 13.

Within 120 days after the close of the fiscal year, the Company intends to
file with the Securities and Exchange Commission a definitive proxy statement
pursuant to Regulation 14A which will involve the election of directors. The
answers to Items 10 through 13 are incorporated by reference pursuant to General
Instruction G(3); provided, however, the Compensation Committee Report, the
Performance Graphs, and all other items of such report that are not required to
be incorporated, are not incorporated by reference into this Form 10-K or any
other filing with the Securities and Exchange Commission by the Company.

PART IV

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

(a)(1) Financial Statements. The following is a list of the consolidated
financial statements of Jan Bell Marketing, Inc. included in Item 8 of Part II.

Independent Auditors' Report.

Consolidated Balance Sheets - January 31, 1998 and February 1, 1997.

Consolidated Statements of Operations - Fifty-two Weeks Ended January 31, 1998
and February 1, 1997 and Fifty-three weeks Ended February 3, 1996.

Consolidated Statements of Stockholders' Equity - Fifty-two Weeks Ended January
31, 1998 and February 1, 1997 and Fifty-three Weeks Ended February 3, 1996.

Consolidated Statements of Cash Flows - Fifty-two Weeks Ended January 31, 1998
and February 1, 1997 and Fifty-three Weeks Ended February 3, 1996.

(a)(2) Financial Statement Schedules. The following is the financial statement
schedule filed as part of this Form 10-K: Schedule II. All other schedules are
omitted because they are not applicable, or not required, or because the
required information is included in the financial statements or notes thereto.

(a)(3) The following list of schedules and exhibits are included or incorporated
by reference as indicated in this Form 10-K:

39
40

EXHIBIT
NUMBER DESCRIPTION
------- -----------

3.1 - Certificate of Incorporation. Incorporated by reference
from Company's Form S-1 (No. 33-15347) declared effective in
August 1987.

3.2 - Bylaws. Incorporated by reference from Company's Form 10-K
filed May 15, 1995.

4.1 - Specimen Certificate. Incorporated by reference from
Company's Form 10-K filed in March 1991.

4.2 - Jan Bell Marketing, Inc. 1987 Stock Option Plan.
Incorporated by reference from Company's Form 10-K filed in
March 1991.

4.3 - Jan Bell Marketing, Inc. Employee Stock Purchase Plan.
Incorporated by reference from Company's Form 10-K filed in
March 1991.

4.4 - Jan Bell Marketing, Inc. 1991 Stock Bonus Plan. Incorporated
by reference from Company's Definitive Proxy Statement filed
in April 1991.

4.5 - Jan Bell Marketing, Inc. 1991 Stock Option Plan.
Incorporated by reference from Company's Definitive Proxy
Statement filed in April 1993.

4.6 - Rights Agreement dated November 21, 1996 incorporated by
reference from Form 8-K filed November 21, 1996.

10.1 - Employment Agreement dated August 1, 1994 between Richard
Bowers and the Company. Incorporated by reference from
Company's Form 10-K filed May 15, 1995.

10.2 - Form of Indemnification Agreement. Incorporated by reference
from Company's Form S-1 (No. 33-26947) declared effective in
February 1989.

10.3 - Agreement with Sam's dated July 19, 1993. Incorporated by
reference from Company's 8-K filed in July 1993.

10.4 - Addendum to Sam's Agreement dated July 19, 1993.
Incorporated by reference from Company's 10-K filed in April
1994.

40
41

10.5 - Loan and Security Agreement between GBFC, Inc. and JBM
Retail Company, Inc. dated May 31, 1995. Incorporated by
reference from Company's Form 10-K/A filed in May 1995.

10.6 - Loan and Security Agreement between GBFC, Inc. and JBM
Retail Company, Inc. dated May 31,1995. Incorporated by
reference from Company's Form 10-K/A filed in May 1995.

10.7 - Warrant Agreement dated May 31, 1995 between the Company and
Various Lenders. Incorporated by reference from Company's
Form 10-K/A filed in May 1995.

10.8 - Warrant Agreement dated May 31, 1995 between the Company,
GBFC, Inc. and Foothill Capital Corporation. Incorporated by
reference from Company's Form 10-K/A filed in May 1995.

10.9 - Employment Agreement dated June 2, 1997 between Isaac
Arquetty and the Company Incorporated by reference from the
Company's Form 10-Q filed September 17, 1997.

10.10 - Employment Agreement dated October 20, 1997 between David
Boudreau and the Company

10.11 - Employment Agreement dated October 20, 1997 between William
Grayson and the Company

10.12 - Employment Agreement dated October 20, 1997 between Marc
Weinstein and the Company

21.1 - Subsidiaries of Registrant: Wholly-owned subsidiaries of the
Company include JBM Venture Co., Inc., JBM Retail Company,
Inc., Delaware corporations, Regal Diamonds Ltd., an Israeli
company, Exclusive Diamonds International, Ltd., an Israeli
company, Jan Bell de Mexico, S.A. de C.V., and Elico
Mexican, a Mexican corporation, and Jan Bell
Marketing/Puerto Rico, Inc., a Puerto Rican corporation

23.1 - Consent of Deloitte & Touche LLP

27.1 - Financial Data Schedule (for SEC use only).

(b) Reports on Form 8-K. The Company filed reports on Form 8-K
during the fourth quarter ending January 31, 1998 as
follows: None

41
42

SCHEDULE II

JAN BELL MARKETING, INC. VALUATION AND QUALIFYING ACCOUNTS
(Amounts shown in thousands)

CHARGED TO
BEGINNING COSTS AND ENDING
DESCRIPTION BALANCE EXPENSES DEDUCTIONS BALANCE
----------- --------- --------- ---------- --------

Fiscal year ended February 3, 1996
Allowance for Doubtful
Accounts $ 445 $ 4,252 $ 3,995 $ 702

Allowance for
Returns 5,185 643 5,828 0

Inventory Allowances 21,236 6,171 21,100 6,307

Fiscal year ended February 1, 1997
Allowance for Doubtful
Accounts 702 925 188 1,439

Inventory Allowances 6,307 3,898 5,063 5,142

Fiscal year ended January 31, 1998
Allowance for Doubtful
Accounts 1,439 413 66 1,786

Inventory Allowances 5,142 8,175 9,585 3,732

42
43

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 of the undersigned, thereunto duly authorized.

JAN BELL MARKETING, INC.

Date: May 1, 1998

/s/ Isaac Arguetty
-------------------------------
Isaac Arguetty,
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:

SIGNATURE CAPACITY DATE
--------- -------- ----

/s/ Isaac Arguetty Chairman of the Board and May 1, 1998
- ---------------------- Chief Executive Officer
Isaac Arguetty

/s/ David Boudreau Chief Financial Officer May 1, 1998
- ---------------------- and Senior Vice President of
David Boudreau Finance & Treasurer

/s/ Haim Bashan Director May 1, 1998
- ----------------------
Haim Bashan

/s/ Gregg Bedol Director May 1, 1998
- ----------------------
Gregg Bedol

/s/ Tom Epstein Director May 1, 1998
- ----------------------
Tom Epstein

/s/ Sidney Feltenstein Director May 1, 1998
- ----------------------
Sidney Feltenstein

/s/ Peter Offermann Director May 1, 1998
- ----------------------
Peter Offermann

/s/ Robert Robison Director May 1, 1998
- ----------------------
Robert Robison

43

44

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
------- -----------

SEE PAGE 40 FOR A COMPLETE LIST OF EXHIBITS
FILED, INCLUDING EXHIBITS INCORPORATED BY
REFERENCE FROM PREVIOUSLY FILED DOCUMENTS.

10.10 Employment Agreement dated October 20, 1997
between David Boudreau and the Company

10.11 Employment Agreement dated October 20, 1997
between William Grayson and the Company

10.12 Employment Agreement dated October 20, 1997
between Marc Weinstein and the Company

21.1 Subsidiaries of Registrant:

Wholly-owned subsidiaries of the Company
include JBM Venture Co., Inc., JBM Retail
Company, Inc., Delaware corporations,
Exclusive Diamonds International, Ltd., an
Israeli company, Jan Bell de Mexico, S.A.
de C.V., and Elico Mexican, a Mexican
corporation, and Jan Bell Marketing/Puerto
Rico, Inc., a Puerto Rican corporation.

23.1 Consent of Deloitte & Touche LLP

27.1 Financial Data Schedule (for SEC use only).

44