PREMIUMWEAR INC
10-Q, 1999-11-12
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------


                                    FORM 10-Q


[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the Period Ended October 2, 1999

                                       or


[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from _________ to _________

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


                           COMMISSION FILE NUMBER 1-63
                                PREMIUMWEAR, INC.
             (Exact Name of Registrant as Specified in its Charter)

        DELAWARE                                         41-0429620
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                5500 FELTL ROAD, MINNETONKA, MINNESOTA 55343-7902
               (Address of principal executive office) (Zip Code)

         REGISTRANT'S TELEPHONE NUMBER: (800) 248-0158 OR (612) 979-1700

            Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of 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 ___

              The number of shares of common stock outstanding at
                        November 5, 1999 was 2,544,610.

                      This Form 10-Q consists of 17 pages.

<PAGE>


                                PREMIUMWEAR, INC.


                                      INDEX



                                                                        Page No.
                                                                        --------

PART I:     FINANCIAL INFORMATION
Item 1.     Financial Statements
            Condensed Consolidated Balance Sheets
            October 2, 1999 and January 2, 1999..............................  3

            Condensed Consolidated Statements of Operations
            for the Three Months and Nine Months ended October 2, 1999
            and October 3, 1998..............................................  4

            Condensed Consolidated Statements of Cash Flows
            for the Nine Months ended October 2, 1999 and October 3, 1998....  5

            Notes to Condensed Consolidated Financial Statements.............  6

Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations....................  9

Item 3.     Qualitative and Quantitative Disclosures about Market Risk....... 14


PART II:    OTHER INFORMATION
Item 5.     Other Information................................................ 15
Item 6.     Exhibits and Reports on Form 8-K................................. 15
            Exhibit 27 - Financial Data Schedule............................. 17

                                       2
<PAGE>


                          PART I: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                       PREMIUMWEAR, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (Amounts unaudited and in thousands)


<TABLE>
<CAPTION>
                                                               October 2,   January 2,
                                                                 1999         1999
                                                                 ----         ----
<S>                                                            <C>          <C>
ASSETS
Current Assets:
   Cash and cash equivalents ..............................    $    902     $  3,215
   Accounts receivable, less allowances of $495 and $728 ..       8,682        6,026
   Inventories ............................................       7,877        9,037
   Deferred taxes .........................................         944          944
   Prepaid expenses and other .............................         964          624
                                                               --------     --------
         Total current assets .............................      19,369       19,846
                                                               --------     --------

Property, plant and equipment, less accumulated
   depreciation and amortization of $4,935 and $4,335 .....       2,230        1,118
Deferred taxes ............................................       1,556        1,556
Goodwill ..................................................       2,297           --
                                                               --------     --------
                                                               $ 25,452     $ 22,520
                                                               ========     ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Line of credit borrowings ..............................    $     --     $     --
   Accounts payable .......................................       3,203        3,061
   Accrued payroll and employee benefits ..................       1,147        1,552
   Other accruals .........................................       1,200          409
                                                               --------     --------
         Total current liabilities ........................       5,550        5,022
                                                               --------     --------

Postretirement benefits ...................................         695          695
                                                               --------     --------

Shareholders' equity:
   Common stock, $.01 par value:
         2,594,610 and 2,339,530 shares issued ............          26           23
   Additional paid-in capital .............................      16,252       14,490
   Treasury stock at cost, 50,000 shares at October 2, 1999        (272)          --
   Retained earnings ......................................       3,201        2,290
                                                               --------     --------
         Total shareholders' equity .......................      19,207       16,803
                                                               --------     --------
                                                               $ 25,452     $ 22,520
                                                               ========     ========
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>


                       PREMIUMWEAR, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           (Amounts unaudited and in thousands, except per share data)


<TABLE>
<CAPTION>
                                                                   Three Months Ended        Nine Months Ended
                                                                 October 2,   October 3,  October 2,   October 3,
                                                                    1999         1998        1999         1998
                                                                    ----         ----        ----         ----
<S>                                                               <C>          <C>         <C>          <C>
REVENUES:
   Net sales .................................................    $ 11,496     $ 10,719    $ 34,480     $ 33,007
   Commissions ...............................................         363           --         805           --
                                                                  --------     --------    --------     --------
                                                                    11,859       10,719      35,285       33,007
                                                                  --------     --------    --------     --------

EXPENSES:
   Cost of goods sold ........................................       7,983        8,140      24,069       24,938
   Selling, general and administrative .......................       2,918        2,135       8,275        6,470
   Operations restructuring (1) ..............................          86           --       1,386           --
                                                                  --------     --------    --------     --------
                                                                    10,987       10,275      33,730       31,408
                                                                  --------     --------    --------     --------

Operating income .............................................         872          444       1,555        1,599

Interest income (expense), net ...............................           4           47          29           94
Other ........................................................         (39)           6         (66)           7
                                                                  --------     --------    --------     --------

Income before income taxes ...................................         837          497       1,518        1,700

Provision for income taxes ...................................         331          204         608          691
                                                                  --------     --------    --------     --------
   NET INCOME ................................................    $    506     $    293    $    910     $  1,009
                                                                  ========     ========    ========     ========

   NET INCOME PER COMMON SHARE:
         BASIC ...............................................    $   0.20     $   0.13    $   0.36     $   0.44
                                                                  ========     ========    ========     ========
         DILUTED .............................................    $   0.20     $   0.12    $   0.36     $   0.42
                                                                  ========     ========    ========     ========

Weighted average number of shares of common stock outstanding:
         Basic ...............................................       2,543        2,320       2,494        2,319
         Diluted .............................................       2,581        2,437       2,548        2,386
</TABLE>

(1) See note 5.

See notes to condensed consolidated financial statements.

                                       4
<PAGE>


                       PREMIUMWEAR, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Amounts unaudited and in thousands)


<TABLE>
<CAPTION>
                                                                 Nine Months Ended
                                                            Oct. 2, 1999   Oct. 3, 1998
                                                            ------------   ------------
<S>                                                             <C>         <C>
OPERATING ACTIVITIES:
   Net income ..............................................    $   910     $ 1,009
   Reconciling items:
         Depreciation and amortization .....................        456         349
         Provision for losses on accounts receivable .......         69          83
         Utilization of net operating loss carryforwards ...        512         544
         Changes in operating assets and liabilities:
               Accounts receivable .........................     (2,335)     (1,910)
               Inventories .................................      1,235      (1,282)
               Prepaid expenses and other ..................       (255)       (153)
               Accounts payable ............................       (157)        751
               Other current liabilities ...................        317         439
                                                                -------     -------
         Net cash used in operating activities .............        752        (170)
                                                                -------     -------

INVESTING ACTIVITIES:
   Purchase of property, plant and equipment ...............     (1,303)       (148)
   Purchase of Klouda-Lenz, net of cash acquired ...........     (1,474)         --
                                                                -------     -------
         Net cash used in investing activities .............     (2,777)       (148)
                                                                -------     -------

FINANCING ACTIVITIES:
   Net change in line of credit borrowings .................        (60)         --
   Proceeds from exercise of stock options .................         44           1
   Purchase of treasury stock ..............................       (272)         --
                                                                -------     -------
         Net cash provided by (used in) financing activities       (288)          1
                                                                -------     -------

         Decrease in cash and cash equivalents .............     (2,313)       (317)
   Cash and cash equivalents at beginning of period ........      3,215       2,870
                                                                -------     -------
   Cash and cash equivalents at end of period ..............    $   902     $ 2,553
                                                                =======     =======

Non-cash transaction:
   Issuance of 241,892 shares of common stock in Klouda-Lenz
    acquisition ............................................    $ 1,209     $    --
                                                                =======     =======
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>


                                PREMIUMWEAR, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE MONTHS AND NINE MONTHS ENDED OCTOBER 2, 1999


1.          Basis of Financial Statement Presentation

            The condensed consolidated financial statements for the three months
            and nine months ended October 2, 1999 of PremiumWear, Inc. (the
            "Company"), formerly known as Munsingwear, Inc., have been prepared
            by the Company, without audit, pursuant to the rules and regulations
            of the Securities and Exchange Commission and reflect, in the
            opinion of management, all normal recurring adjustments necessary to
            present fairly the results of operations for the period. Certain
            information and footnote disclosures normally included in financial
            statements prepared in accordance with generally accepted accounting
            principles have been condensed or omitted pursuant to such rules and
            regulations, although management believes the disclosures are
            adequate to make the information presented not misleading.

            Due to seasonality of the business, results of operations for the
            nine months ended October 2, 1999 are not necessarily indicative of
            results for the full year.

            These financial statements should be read in conjunction with the
            Company's most recent audited financial statements included in its
            1998 Annual Report to Shareholders and its 1998 Form 10-K.


2.          Inventories

            Inventories are stated at the lower of cost (first-in, first-out) or
            market and consist of:

                                                 October 2,   January 2,
            (In thousands)                          1999         1999
            --------------                          ----         ----

            Raw materials .....................    $  197       $  632
            Work in process ...................     1,375        1,432
            Finished goods ....................     6,305        6,973
                                                   ------       ------
                                                   $7,877       $9,037
                                                   ======       ======


   3.       Financing Arrangements

            The Company has a bank line of credit under which up to $6,000,000
            is available for borrowings and letters of credit through February
            3, 2002. Borrowings and letters of credit are limited to an
            aggregate amount equaling approximately 80% of eligible receivables
            and 50% of eligible finished goods inventories, and essentially all
            assets except property, plant and equipment are pledged as
            collateral under the agreement. At October 2, 1999, $709,000 was
            utilized for letters of credit and $5,291,000 was available under
            the line of credit.

                                       6
<PAGE>


4.          Net Income per Common Share

            Net income per common share was computed as follows:
<TABLE>
<CAPTION>
                                                      Three Months Ended          Nine Months Ended
                                                   October 2,    October 3,    October 2,    October 3,
                                                      1999          1998          1999          1998
                                                      ----          ----          ----          ----
<S>                                                 <C>           <C>           <C>           <C>
            Basic Earnings Per Share:
               Weighted average number of
                common shares outstanding .....     2,543,000     2,320,000     2,494,000     2,319,000
                  Net income ..................    $  506,000    $  293,000    $  910,000    $1,009,000
                  Net income per common
                   share ......................    $     0.20    $     0.13    $     0.36    $     0.44
                                                   ==========    ==========    ==========    ==========

            Diluted Earnings Per Share:
               Weighted average number of
                common shares outstanding .....     2,543,000     2,320,000     2,494,000     2,319,000
               Common share equivalents from
                assumed exercise of options ...        38,000       117,000        54,000        67,000
                                                   ----------    ----------    ----------    ----------

                  Total shares ................     2,581,000     2,437,000     2,548,000     2,386,000

                  Net income ..................    $  506,000    $  293,000    $  910,000    $1,009,000

                  Net income per common share
                   and common share equivalents    $     0.20    $     0.12    $     0.36    $     0.42
                                                   ==========    ==========    ==========    ==========
</TABLE>


5.          Restructuring of Operations

            In recent years the Company has increased its use of full package
            imports and 807 contractor sewing operations, steadily reducing its
            level of domestic production. During the first nine months of 1999,
            offshore production represented approximately 90% of total sourcing
            versus 67% in all of 1998 and 40% in all of 1997. As a result of
            this trend and the need to remain competitive, on April 26, 1999,
            management announced the closing of its North Carolina manufacturing
            and distribution facilities. During the third quarter manufacturing
            operations were transferred primarily to offshore contract
            manufacturers. On November 8, 1999, embroidery and distribution
            facilities were moved to and operations commenced at a new leased
            facility in Clarksville, Tennessee. Management estimates that
            additional start-up expenses of approximately $314,000 will be
            incurred and recognized during the last quarter of 1999, primarily
            for training of new employees, management relocation, and equipment
            and inventory transfers to the new Tennessee location.

            In the first nine months of 1999, the Company recorded a pre-tax
            charge of $1,300,000 for estimated severance of approximately 220
            employees, occupancy, legal, consulting and other expenses related
            to the North Carolina facilities closing. As of October 2, 1999, 152
            employees had been terminated, sewing and cutting manufacturing were
            shut

                                       7
<PAGE>


            down, and $535,000 of the estimated expenses had been paid. The
            remaining $765,000 accrued is included in Other Accruals at October
            2, 1999.

            The Company will be donating the closed North Carolina facilities to
            the City of Fairmont, North Carolina, which intends to use the
            buildings for various civic and local government activities. The
            property includes two buildings totaling approximately 139,100
            square feet on 20 acres of land.


6.          Reclassifications

            Certain amounts in the 1998 financial statements have been
            reclassified to conform to 1999 presentation. These
            reclassifications had no effect on previously reported net income or
            shareholders' equity.

                                       8
<PAGE>


            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS


            RESULTS OF OPERATIONS

            NET SALES for the quarter and nine-month periods increased 7% and
            5%, respectively. In the quarter, sales increased in all channels of
            distribution--wholesale distributors, advertising specialty (ASI)
            dealers, and golf pro shops. Sales of the Company's Page & Tuttle(R)
            golf line introduced to the golf market in early 1998 and expanded
            into the ASI market in early 1999 represented 11% of sales through
            the first nine months of 1999 compared to 4% for the same period
            last year.

            The backlog of unfilled orders at the end of the third quarter was
            approximately $3,100,000 compared to $2,900,000 at the same time
            last year. The increase in order backlog was due primarily to golf
            pro shop business and the Company's Page & Tuttle(R) line.

            As a result of the Company's purchase of Klouda-Lenz, Inc. at the
            end of the 1999 first quarter, the Company recognizes COMMISSION
            income from the representation of outerwear, leather, sweater and
            headwear apparel lines for third parties.

            GROSS PROFIT increased sharply from 1998 comparable periods. For the
            quarter gross margin improved to 31% from 24% last year and for the
            nine-month period to 30% from 24% last year. The increase in both
            periods was the result of lower unit costs as a result of increased
            offshore sourcing, improved margins in new product offerings and
            sales of the new Page & Tuttle(R) line.

            SELLING, GENERAL AND ADMINISTRATIVE EXPENSE for the quarter and nine
            months increased over the same periods last year as a result of
            volume related expenses such as distribution and commissions
            expenses. In addition, the Company experienced increased expenses in
            the quarter as a result of recruiting fees, additional personnel to
            improve customer service and increased advertising commitments to
            promote the Company's new Page & Tuttle(R) line. Results for the
            quarter and nine month periods also include the operations of
            Klouda-Lenz, Inc.

            OPERATIONS RESTRUCTURING EXPENSE of $86,000 during the quarter
            related to start-up expenses at the Company's new Tennessee
            distribution facility. Year-to-date results included an additional
            $1,300,000 of estimated one-time costs for severance of
            approximately 220 employees, occupancy, legal, consulting and other
            expenses related to the closure of the Company's North Carolina
            manufacturing and distribution facilities. As of the end of the
            third quarter, 152 employees had been terminated. Severance costs of
            $358,000 and $177,000 of other costs were paid through the end of
            the third quarter. The Company's sewing and cutting facilities were
            shut down during the third quarter and production was transferred to
            mostly non-domestic locations (See Note 5 to financial statements).

                                       9
<PAGE>


            At the beginning of 1999, the Company had net operating loss
            carryforwards for federal income tax purposes of approximately
            $19,000,000, which will begin to expire in 2005. Due to the adoption
            of "Fresh Start Reporting" in 1991, the Company recognizes no
            benefit from operating loss carryforwards in its PROVISION FOR
            INCOME TAXES. The benefit is reflected as a direct credit to
            shareholders' equity, which amount totaled $279,000 and $512,000 in
            the third quarter and first nine months of 1999, respectively.


            CAPITAL RESOURCES AND LIQUIDITY

            The financial condition of the Company is reflected in the
            following:

                                                       October 2,  January 2,
            (In thousands)                                1999        1999
            --------------                                ----        ----

            Working capital ........................    $13,819     $14,824
            Current ratio ..........................      3.5:1       4.0:1
            Shareholders' equity ...................    $19,207     $16,803

            As reported in the Condensed Consolidated Statements of Cash Flows,
            operating activities during the first nine months of 1999 provided
            $752,000 cash. Inventory decreased $1,235,000 as a result of a
            reduction in raw materials and work-in-process due to the shutdown
            of manufacturing operations. In addition to $512,000 of cash
            provided by the utilization of net operating loss carryforwards, the
            Company realized other customary non-cash items such as depreciation
            and amortization. These sources of cash were largely offset by a
            $2,335,000 increase in receivables due to seasonally low sales in
            the fourth quarter of 1998. In late March 1999, the Company spent
            $1,474,000, net of $37,000 cash acquired, to purchase Klouda-Lenz,
            Inc. Property, plant and equipment purchases were comprised
            primarily of software upgrades related to the Company's Y2K project,
            additional embroidery machines, and leasehold improvements and new
            equipment at the Company's new leased distribution center in
            Tennessee. In June the Company completed the repurchase of 50,000
            shares of its common stock for $272,000 cash.


            LOOKING FORWARD

            Near-term management priorities remain as follows:
                  -     Improved customer service
                  -     Sales growth
                  -     Improved profitability
                  -     Efficient and timely start-up of the new distribution
                        center in Tennessee.

            In addition to the $1,386,000 of restructuring expenses already
            incurred during the first nine months of 1999, management expects to
            incur additional expenses of approximately $314,000 at the new
            distribution center location during the last quarter of 1999. These
            costs will relate primarily to training, relocation costs and asset
            transfers. Management

                                       10
<PAGE>


            estimates annual savings of $1,300,000 before tax due to the move of
            the manufacturing and distribution facility, primarily the result of
            lower offshore costs vs. US production.

            In addition to restructuring expenses related to the shutdown of its
            North Carolina facility, the Company will spend approximately
            $2,500,000 on capital projects in 1999, primarily for outfitting the
            new distribution center, replacing embroidery equipment and
            upgrading management information systems. Management believes that
            the Company's bank line of credit and funds generated from
            operations will be sufficient to meet operating and capital needs.
            In addition, management believes other sources of capital are
            available should the need arise.

            Longer-term management priorities are focused on:
                  -     Strategic alliances with finished goods contractors
                  -     Strategic acquisitions
                  -     Strategic management of brands
                  -     More efficient use of technology
                  -     Increased shareholder value


            YEAR 2000

            The Year 2000 issue is the result of computer programs using a
            two-digit format, as opposed to four digits, to indicate the year.
            Computer systems based on a two-digit format may be unable to
            interpret dates beyond the year 1999, which could cause a system
            failure or other computer errors, leading to disruption in
            operations.

            Readiness:
            The Company has a Year 2000 Project Team, whose objective is to
            determine and assess the risks of the Year 2000 issue and plan
            actions to minimize those risks. The Project Team is comprised of a
            key member from each of the Company's organizational departments.

            The Project Team identified, inventoried and cataloged information
            technology (IT) systems and non-IT systems, equipment and processes
            used by the Company and then researched each one to determine the
            vulnerability to date-sensitive transactions. This process has been
            completed. In addition, the Project Team assessed the risk on the
            Company of any Year 2000 non-compliance by any key customer, which
            could adversely affect the Company's future revenues, or supplier of
            goods and services, which could adversely affect the Company's
            future availability of product for sale. This assessment included
            questionnaires sent to and other communications with each of the key
            customers and suppliers.

            The Company uses primarily licensed software products in its
            operations with a significant portion of processes and transactions
            centralized in one particular software package. During the second
            quarter of 1999, the Company upgraded to the current version of this
            software which provides additional functionality and is certified
            Y2K compliant. The Company has been successfully processing
            transactions with year 2000 dates during the third quarter. The
            Company has upgraded other licensed software

                                       11
<PAGE>


            products which interface with this central software package to Y2K
            compliant versions, including primarily warehouse and distribution
            operations and demand forecasting software. Internally developed
            systems are limited primarily to management reporting systems and
            electronic data interface with a few key customers and its sales
            representative organization.

            Costs:
            Approximately $500,000 of incremental costs have been expended,
            primarily for outside consulting, programming and training costs in
            addition to the purchase costs of software upgrades and the
            installation of new hardware. Through the first nine months of 1999,
            approximately 90% of the anticipated costs had been incurred. Based
            on its current assessment, management does not expect any material
            adverse impact on the Company's financial condition or results of
            operations as a result of costs associated with Year 2000
            compliance, and will follow established Company policy in accounting
            for such costs as capital or expense.

            Risks:
            The Company is exercising its best efforts to identify and remedy
            any potential Year 2000 exposures within its control. It has
            directed significant resources in manpower, services, and equipment
            to upgrade its internal systems and to identify any potential Year
            2000 problems with key suppliers and customers. However, the Company
            relies heavily on telecommunications and other essential utilities
            which, to a significant extent, are beyond the immediate control of
            the Company. Risks range from slight delays and inefficiencies in
            data processing and business interruptions at small customers and
            suppliers to, in a worst case scenario, extensive and costly
            inability to process data, and business interruptions at certain key
            customers and suppliers, which could result in lost sales and
            limited product availability, respectively.

            Primary risks to the Company are in the following areas:
            *     Year 2000 non-compliance by certain key customers, which could
                  adversely affect the Company's revenues in the year 2000.
            *     Year 2000 non-compliance by certain key suppliers, which could
                  adversely affect the Company's availability of inventory for
                  sale in the year 2000.
            *     Readiness of public utilities which supply essential services
                  such as telecommunications, electricity and gas.

            Contingency Plans:
            Contingency plans to protect the Company from Year 2000-related
            interruptions are not final but will likely include, but not be
            limited to, identification of manual systems required for less
            critical computerized systems and identification of alternate
            suppliers and additional customers, where appropriate.

            While the Company anticipates achieving Year 2000 compliance in a
            timely manner, there can be no assurance that all processes will be
            efficient, that no revenues will be lost, or that no sources of
            supply will be interrupted. However, the Company believes that its
            planning and action efforts to date will help to minimize any
            disruption.

                                       12
<PAGE>


            CAUTIONARY STATEMENT

            Statements included in this Management's Discussion and Analysis of
            Financial Condition and Results of Operations, elsewhere in Form
            10-Q of which this is a part, and in future filings by the Company
            with the Securities and Exchange Commission, in the Company's press
            releases and in oral statements made with the approval of an
            authorized executive officer which are not historical or current
            facts are "forward-looking statements" made pursuant to the safe
            harbor provisions of the Private Securities Litigation Reform Act of
            1995 and are subject to certain risks and uncertainties that could
            cause actual results to differ materially from historical earnings
            and those presently anticipated or projected. The Company wishes to
            caution readers not to place undue reliance on any such
            forward-looking statements, which speak only as of the date made.
            The following important factors, among others, in some cases have
            affected and in the future could affect the Company's actual results
            and could cause the Company's actual financial performance to differ
            materially from that expressed in any forward-looking statement: (i)
            competitive conditions that currently exist, including the entry
            into the market by a number of competitors with significantly
            greater financial resources than the Company, are expected to
            continue, placing pressure on selling prices which could adversely
            impact sales and gross margins; (ii) the inability to complete the
            closing of the Company's North Carolina manufacturing and
            distribution center facilities on schedule and successfully complete
            the transition to additional offshore sourcing and a new
            distribution center facility could adversely impact the Company's
            sales; (iii) the inability to carry out marketing and sales plans
            would have a materially adverse impact on the Company's projections;
            (iv) the Company is the licensee of the Munsingwear(R) brand and
            maintaining a harmonious working relationship with the licensor is
            important for continued successful development of the special
            markets business; (v) as a licensee, the Company is dependent on the
            licensor to adequately promote the brand and defend it from
            trademark infringement; and (vi) the possible events described above
            under Year 2000 as Risks could, if they materialize, adversely
            impact financial performance.

                                       13
<PAGE>


            ITEM 3.       QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT
                                         MARKET RISK



            MARKET RISK

            Market risk is the potential loss arising from adverse changes in
            market rates and prices, such as foreign currency exchange rates,
            interest rates and commodity futures pricing. The Company is exposed
            to various market risks, including fluctuations in foreign currency
            exchange rates, interest rates and cotton prices. The Company does
            not enter into derivatives or other financial instruments for
            trading, speculative or hedging purposes.

            The Company follows certain practices to manage market risk.
            Contracts for the purchase of goods from offshore suppliers are
            negotiated in U.S. dollars, which tends to minimize the potential
            for short-term loss due to adverse changes in foreign currency
            exchange rates. The Company invests excess funds in U.S. government
            securities with maturities of 30 days or less, minimizing the effect
            of short-term interest rate changes on investments. The Company's
            products are made chiefly of cotton, the price of which is effected
            by world-wide commodity futures markets. The Company negotiates
            fabric purchases for twelve-month intervals which minimize the
            effect of short-term fluctuations in the price of cotton.

                                       14
<PAGE>


                                PREMIUMWEAR, INC.

                           PART II: OTHER INFORMATION

   Item 5:        Other Information

                  Bank Line of Credit
                  -------------------
                  On July 31, 1999, the Company renewed its bank line of credit
                  with U.S. Bank National Association. The line makes available
                  up to $6,000,000 for borrowings and letters of credit through
                  February 3, 2002.

                  New York Stock Exchange Listing
                  -------------------------------
                  The Company is below the New York Stock Exchange's new listing
                  criteria for total market capitalization and stockholders'
                  equity of at least $50 million. The Company has been notified
                  by the New York Stock Exchange that trading of its common
                  stock will be suspended prior to the opening on December 15,
                  1999. Management has entered into discussions with Nasdaq to
                  be listed on its National Market System and expects to
                  complete this process by December 15, 1999.


   Item 6:        Exhibits and Reports on Form 8-K

                  (a)   Exhibits
                        Exhibit 27: Financial Data Schedule

                  (b)   No reports on Form 8-K were filed during the period.

                                    * * * * *

                                       15
<PAGE>


                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.






                                        PremiumWear, Inc.
                                       -----------------------------------------
                                        (Registrant)






Date:  November 12, 1999                /s/David E. Berg
       ------------------              -----------------------------------------
                                        David E. Berg
                                        President & CEO






                                        /s/James S. Bury
                                       -----------------------------------------
                                        James S. Bury
                                        Vice President of Finance
                                        Principal Accounting Officer

                                       16


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<PERIOD-END>                               OCT-02-1999
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