EVINE Live Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

?

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 4, 2019 Commission File Number 001-37495

EVINE Live Inc.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota (State or Other Jurisdiction of Incorporation or Organization)

41-1673770

(I.R.S. Employer Identification No.)

6740 Shady Oak Road, Eden Prairie, MN 55344-3433 (Address of Principal Executive Offices, including Zip Code)

952-943-6000 (Registrant's Telephone Number, Including Area Code)

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

Title of each class Common Stock, $0.01 par value

Trading Symbol(s) EVLV

Name of each exchange on which registered Nasdaq Global Market

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 ?

No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (?232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ? No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer ?

Non-accelerated filer o

Smaller reporting company ? Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o

No ?

As of June 7, 2019 , there were 76,288,036 shares of the registrant's common stock, $0.01 par value per share, outstanding.

EVINE Live Inc. AND SUBSIDIARIES FORM 10-Q TABLE OF CONTENTS

May 4, 2019

Part I. Financial Information Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of May 4, 2019 and February 2, 2019 Condensed Consolidated Statements of Operations for the Three-Month Periods Ended May 4, 2019 and May 5, 2018 Condensed Consolidated Statements of Shareholders' Equity for the Three-Month Periods Ended May 4, 2019 and May 5, 2018 Condensed Consolidated Statements of Cash Flows for the Three-Month Periods Ended May 4, 2019 and May 5, 2018 Notes to Condensed Consolidated Financial Statements as of May 4, 2019 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures

Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Signatures

2

Page

3 3 4 5 6 7 21 31 31

32 32 32 32 32 32 33 35

Table of Contents

PART I -- FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

EVINE Live Inc. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS Current assets:

Cash Restricted cash equivalents Accounts receivable, net Inventories Prepaid expenses and other

Total current assets Property and equipment, net Other assets TOTAL ASSETS

LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:

Accounts payable Accrued liabilities Current portion of long term credit facility Current portion of operating lease liabilities Deferred revenue

Total current liabilities Other long term liabilities Long term credit facility

Total liabilities Commitments and contingencies Shareholders' equity:

Preferred stock, $0.01 per share par value, 400,000 shares authorized; zero shares issued and outstanding Common stock, $0.01 per share par value, 99,600,000 shares authorized; 76,230,985 and 67,919,349 shares issued and outstanding Additional paid-in capital Accumulated deficit

Total shareholders' equity TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

May 4, 2019

February 2, 2019

(In thousands, except share and per share data)

$

28,739 $

20,485

450

450

72,181

81,763

57,168

65,272

8,112

9,053

166,650

177,023

49,950

51,118

3,179

1,846

$

219,779 $

229,987

$

59,875 $

56,157

36,981

37,374

2,714

2,488

824

--

35

35

100,429

96,054

376

50

68,037

68,932

168,842

165,036

--

--

762

679

449,090

442,197

(398,915)

(377,925)

50,937

64,951

$

219,779 $

229,987

The accompanying notes are an integral part of these condensed consolidated financial statements. 3

Table of Contents

EVINE Live Inc. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Net sales Cost of sales

Gross profit Operating expense:

Distribution and selling General and administrative Depreciation and amortization Executive and management transition costs

Total operating expense Operating loss Other income (expense):

Interest income Interest expense

Total other expense, net Loss before income taxes Income tax provision Net loss Net loss per common share Net loss per common share -- assuming dilution Weighted average number of common shares outstanding:

Basic Diluted

For the Three-Month Periods Ended

May 4, 2019

May 5, 2018

(In thousands, except share and per share data)

$

131,521 $

156,505

94,228

100,250

37,293

56,255

46,864 6,869 1,679 2,031

57,443 (20,150)

48,887 6,719 1,572 1,024

58,202 (1,947)

5

(830)

(825)

(20,975) (15)

$

(20,990) $

$

(0.31) $

$

(0.31) $

7 (1,026) (1,019) (2,966)

(20) (2,986)

(0.05) (0.05)

67,318,462 67,318,462

65,360,951 65,360,951

The accompanying notes are an integral part of these condensed consolidated financial statements. 4

Table of Contents

EVINE Live Inc. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE THREE-MONTH PERIODS ENDED MAY 4, 2019 AND MAY 5, 2018 (Unaudited)

For the Three Months Ended May 4, 2019

BALANCE, February 2, 2019 Net loss Common stock issuances pursuant to equity compensation awards Share-based payment compensation Common stock and warrant issuance

BALANCE, May 4, 2019

Common Stock

Number of Shares

Par Value

Additional Paid-In Capital

Accumulated Deficit

67,919,349 $

(In thousands, except share data)

679 $

442,197 $ (377,925)

--

--

--

(20,990)

Total Shareholders'

Equity

$

64,951

(20,990)

311,636 --

8,000,000 76,230,985 $

3 -- 80 762 $

(11) 966 5,938 449,090 $

-- -- -- (398,915) $

(8) 966 6,018 50,937

For the Three Months Ended May 5, 2018

BALANCE, February 3, 2018 Net loss Common stock issuances pursuant to equity compensation awards Share-based payment compensation

BALANCE, May 5, 2018

Common Stock

Number of Shares

Par Value

Additional Paid-In Capital

Accumulated Deficit

(In thousands, except share data)

65,290,458 $

653 $

439,111 $ (355,768)

--

--

--

(2,986)

Total Shareholders'

Equity

$

83,996

(2,986)

297,879 --

65,588,337 $

3 -- 656 $

(103) 820 439,828 $

-- -- (358,754) $

(100) 820 81,730

The accompanying notes are an integral part of these condensed consolidated financial statements. 5

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