UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

	
 	
þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	

	
For the quarterly period ended August 4, 2018	
Commission File Number 001-37495

EVINE Live Inc.
(Exact Name of Registrant as Specified in Its Charter)

	
			
Minnesota	 	41-1673770	
(State or Other Jurisdiction of
Incorporation or Organization)	 	(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)

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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ 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. (Check one):

				
Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o
(Do not check if a smaller
reporting company)	Smaller reporting company o	
 	 	 	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 þ
As of September 5, 2018 , there were 66,341,105 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
August 4, 2018

		
 	 	
 	Page	
Part I. Financial Information	 	
Item 1. Financial Statements (Unaudited)	3	
Condensed Consolidated Balance Sheets as of August 4, 2018 and February 3, 2018	3	
Condensed Consolidated Statements of Operations for the Three-Month and Six-Month Periods Ended August 4, 2018 and July 29, 2017	4	
Condensed Consolidated Statement of Shareholders’ Equity for the Six-Month Period Ended August 4, 2018	5	
Condensed Consolidated Statements of Cash Flows for the Six-Month Periods Ended August 4, 2018 and July 29, 2017	6	
Notes to Condensed Consolidated Financial Statements as of August 4, 2018	7	
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17	
Item 3. Quantitative and Qualitative Disclosures About Market Risk	26	
Item 4. Controls and Procedures	26	
Part II. Other Information	 	
Item 1. Legal Proceedings	27	
Item 1A. Risk Factors	27	
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28	
Item 3. Defaults Upon Senior Securities	28	
Item 4. Mine Safety Disclosures	28	
Item 5. Other Information	28	
Item 6. Exhibits	29	
Signatures	30	

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PART I — FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

EVINE Live Inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

								
 	August 4,
2018	 	February 3,
2018	
 	(In thousands, except share and per share data)	
ASSETS	 	 	 	
Current assets:	 	 	 	
Cash	$	28,142		 	$	23,940		
Restricted cash equivalents	450		 	450		
Accounts receivable, net	82,611		 	96,559		
Inventories	65,392		 	68,811		
Prepaid expenses and other	11,043		 	5,344		
Total current assets	187,638		 	195,104		
Property and equipment, net	51,070		 	52,048		
Other assets	2,017		 	2,106		
TOTAL ASSETS	$	240,725		 	$	249,258		
LIABILITIES AND SHAREHOLDERS' EQUITY	 	 	 	
Current liabilities:	 	 	 	
Accounts payable	$	52,344		 	$	55,614		
Accrued liabilities	37,201		 	35,646		
Current portion of long term credit facilities	2,714		 	2,326		
Deferred revenue	36		 	35		
Total current liabilities	92,295		 	93,621		
Other long term liabilities	50		 	68		
Long term credit facilities	66,042		 	71,573		
Total liabilities	158,387		 	165,262		
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; 66,287,786 and 65,290,458 shares issued and outstanding	663		 	653		
Additional paid-in capital	440,469		 	439,111		
Accumulated deficit	(358,794	)	 	(355,768	)	
Total shareholders' equity	82,338		 	83,996		
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	240,725		 	$	249,258		
The accompanying notes are an integral part of these condensed consolidated financial statements.

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EVINE Live Inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

																
 	For the Three-Month	 	For the Six-Month	
 	Periods Ended	 	Periods Ended	
 	August 4,
2018	 	July 29,
2017	 	August 4,
2018	 	July 29,
2017	
 	(In thousands, except share and per share data)	
Net sales	$	150,799		 	$	148,949		 	$	307,304		 	$	305,292		
Cost of sales	93,929		 	92,469		 	194,179		 	192,526		
Gross profit	56,870		 	56,480		 	113,125		 	112,766		
Operating expense:	 	 	 	 	 	 	 	
Distribution and selling	47,958		 	48,687		 	96,845		 	97,417		
General and administrative	6,521		 	6,012		 	13,240		 	12,007		
Depreciation and amortization	1,522		 	1,680		 	3,094		 	3,316		
Executive and management transition costs	—		 	572		 	1,024		 	1,078		
Total operating expense	56,001		 	56,951		 	114,203		 	113,818		
Operating income (loss)	869		 	(471	)	 	(1,078	)	 	(1,052	)	
Other income (expense):	 	 	 	 	 	 	 	
Interest income	9		 	2		 	16		 	4		
Interest expense	(898	)	 	(1,313	)	 	(1,924	)	 	(2,808	)	
Loss on debt extinguishment	—		 	—		 	—		 	(913	)	
Total other expense, net	(889	)	 	(1,311	)	 	(1,908	)	 	(3,717	)	
Loss before income taxes	(20	)	 	(1,782	)	 	(2,986	)	 	(4,769	)	
Income tax provision	(20	)	 	(209	)	 	(40	)	 	(418	)	
Net loss	$	(40	)	 	$	(1,991	)	 	$	(3,026	)	 	$	(5,187	)	
Net loss per common share	$	(0.00	)	 	$	(0.03	)	 	$	(0.05	)	 	$	(0.08	)	
Net loss per common share — assuming dilution	$	(0.00	)	 	$	(0.03	)	 	$	(0.05	)	 	$	(0.08	)	
Weighted average number of common shares outstanding:	 	 	 	 	 	 	 	
Basic	66,009,117		 	64,091,228		 	65,685,034		 	62,504,868		
Diluted	66,009,117		 	64,091,228		 	65,685,034		 	62,504,868		
The accompanying notes are an integral part of these condensed consolidated financial statements.

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EVINE Live Inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE SIX-MONTH PERIOD ENDED AUGUST 4, 2018
(Unaudited)

																			
 	Common Stock	 	 	 	Additional
Paid-In
Capital	 	 	 	Total
Shareholders'
Equity	
 	Number
of Shares	 	Par
Value	 		 	Accumulated
Deficit	 		
 	(In thousands, except share data)	
BALANCE, February 3, 2018	65,290,458		 	$	653		 	$	439,111		 	$	(355,768	)	 	$	83,996		
Net loss	—		 	—		 	—		 	(3,026	)	 	(3,026	)	
Common stock issuances pursuant to equity compensation plans	997,328		 	10		 	(26	)	 	—		 	(16	)	
Share-based payment compensation	—		 	—		 	1,384		 	—		 	1,384		
BALANCE, August 4, 2018	66,287,786		 	$	663		 	$	440,469		 	$	(358,794	)	 	$	82,338		
The accompanying notes are an integral part of these condensed consolidated financial statements.

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EVINE Live Inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

								
 	For the Six-Month	
 	Periods Ended	
 	August 4,
2018	 	July 29,
2017	
 	(in thousands)	
OPERATING ACTIVITIES:	 	 	 	
Net loss	$	(3,026	)	 	$	(5,187	)	
Adjustments to reconcile net loss to net cash provided by operating activities:	 	 	 	
Depreciation and amortization	5,135		 	5,259		
Share-based payment compensation	1,358		 	1,267		
Amortization of deferred revenue	(17	)	 	(42	)	
Amortization of deferred financing costs	104		 	214		
Loss on debt extinguishment	—		 	913		
Deferred income taxes	—		 	394		
Changes in operating assets and liabilities:	 	 	 	
Accounts receivable, net	13,948		 	16,248		
Inventories	3,419		 	6,444		
Prepaid expenses and other	(5,676	)	 	(54	)	
Accounts payable and accrued liabilities	(1,750	)	 	(19,119	)	
Net cash provided by operating activities	13,495		 	6,337		
INVESTING ACTIVITIES:	 	 	 	
Property and equipment additions	(4,071	)	 	(6,256	)	
Net cash used for investing activities	(4,071	)	 	(6,256	)	
FINANCING ACTIVITIES:	 	 	 	
Proceeds from issuance of revolving loan	111,400		 	10,500		
Proceeds of term loans	5,821		 	6,000		
Proceeds from issuance of common stock and warrants	—		 	4,628		
Proceeds from exercise of stock options	111		 	29		
Payments on revolving loan	(121,400	)	 	(14,900	)	
Payments on term loans	(969	)	 	(11,058	)	
Payments for repurchases of common stock	—		 	(5,055	)	
Payments for common stock issuance costs	—		 	(357	)	
Payments for deferred financing costs	(58	)	 	(220	)	
Payments for debt extinguishment costs	—		 	(199	)	
Payments for restricted stock issuance	(127	)	 	(37	)	
Net cash used for financing activities	(5,222	)	 	(10,669	)	
Net increase (decrease) in cash and restricted cash equivalents	4,202		 	(10,588	)	
BEGINNING CASH AND RESTRICTED CASH EQUIVALENTS	24,390		 	33,097		
ENDING CASH AND RESTRICTED CASH EQUIVALENTS	$	28,592		 	$	22,509		
SUPPLEMENTAL CASH FLOW INFORMATION:	 	 	 	
Interest paid	$	1,726		 	$	2,631		
Income taxes paid	$	14		 	$	34		
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:	 	 	 	
Property and equipment purchases included in accounts payable	$	216		 	$	401		
Deferred financing costs included in accrued liabilities	$	29		 	$	—		
Common stock issuance costs included in accrued liabilities	$	—		 	$	103		
The accompanying notes are an integral part of these condensed consolidated financial statements.

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EVINE Live Inc. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 4, 2018
(Unaudited)

(1)   General
EVINE Live Inc. and its subsidiaries ("we," "our," "us," or the "Company") are collectively a multiplatform interactive digital commerce company that offers a mix of proprietary, exclusive and name-brand merchandise in the categories of jewelry & watches, home & consumer electronics, beauty & wellness, and fashion & accessories directly to consumers 24 hours a day in an engaging and informative shopping experience via television, online and mobile devices. Evine programming is distributed in more than 87 million homes through cable and satellite distribution agreements, agreements with telecommunications companies and over-the-air broadcast television stations. Evine programming is also streamed live online at evine.com and is available on mobile channels and over-the-top platforms.
The Company also operates evine.com, a comprehensive digital commerce platform that sells products which appear on its television shopping network as well as an extended assortment of online-only merchandise. The live programming and products are also marketed via mobile devices, including smartphones and tablets, and through the leading social media channels.

(2)   Basis of Financial Statement Presentation
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America have been condensed or omitted in accordance with these rules and regulations. The accompanying condensed consolidated balance sheet as of February 3, 2018 has been derived from the Company's audited financial statements for the fiscal year ended February 3, 2018 . The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of these financial statements. Although management believes the disclosures and information presented are adequate, these interim condensed consolidated financial statements should be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its annual report on Form 10-K for the fiscal year ended February 3, 2018 . Operating results for the six-month period ended August 4, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending February 2, 2019 .
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
Fiscal Year
The Company's fiscal year ends on the Saturday nearest to January 31 and results in either a 52-week or 53-week fiscal year. References to years in this report relate to fiscal years, rather than to calendar years. The Company’s most recently completed fiscal year, fiscal 2017 , ended on February 3, 2018 , and consisted of 53 weeks. Fiscal 2018 will end February 2, 2019 and will contain 52 weeks. The quarters ended August 4, 2018 and July 29, 2017 each consisted of 13 weeks.
Recently Adopted Accounting Standards
In May 2014, the Financial Accounting Standards Board issued Revenue from Contracts with Customers, Topic 606 (ASU 2014-09), which provides a framework for the recognition of revenue, with the objective that recognized revenues reflect amounts an entity expects to receive in exchange for goods and services. The guidance also includes additional disclosure requirements regarding revenue, timing of cash flows and obligations related to contracts with customers. The Company adopted this standard in the first quarter of fiscal 2018, using the modified retrospective transition method. See Note 3 - " Revenue " for information on the impact of adopting ASU 2014-09 and all related amendments on the Company's condensed consolidated financial statements.
In November 2016, the Financial Accounting Standards Board issued Statement of Cash Flows, Topic 230: Restricted Cash (ASU 2016-18), which requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning and ending amounts shown on the statement of cash flows. The Company adopted this standard in the first quarter of fiscal 2018 and has revised the condensed consolidated statements of cash flows for the six-month period ended July 29, 2017 to reflect total cash and restricted cash equivalents for each period presented.

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The following table provides a reconciliation of cash and restricted cash equivalents reported with the condensed consolidated balance sheets to the total of the same amounts shown in the condensed consolidated statements of cash flows:

																
 	August 4, 2018	 	February 3, 2018	 	July 29, 2017	 	January 28, 2017	
Cash	$	28,142,000		 	$	23,940,000		 	$	22,059,000		 	$	32,647,000		
Restricted cash equivalents	450,000		 	450,000		 	450,000		 	450,000		
Total cash and restricted cash equivalents	$	28,592,000		 	$	24,390,000		 	$	22,509,000		 	$	33,097,000		
The Company's restricted cash equivalents consist of certificates of deposit with original maturities of three months or less and are generally restricted for a period ranging from 30 to 60 days.
In May 2017, the Financial Accounting Standards Board issued Compensation—Stock Compensation, Topic 718 (ASU 2017-09), which provides clarity on which changes to the terms or conditions of share-based payment awards require an entity to apply modification accounting in Topic 718. The Company adopted this standard in the first quarter of fiscal 2018 and there was no impact on the Company's condensed consolidated financial statements.
In June 2018, the Financial Accounting Standards Board issued Compensation—Stock Compensation, Topic 718 (ASU 2018-07), which simplifies the accounting for share-based payments to nonemployees for goods and services. Under the new standard, most of the guidance on payments to nonemployees is now aligned with the requirements for share-based payments granted to employees. Under the new guidance, (i) equity-classified share-based payment awards issued to nonemployees will be measured at the grant date, instead of the previous requirement to remeasure the awards through the performance completion date, (ii) for performance conditions, compensation cost associated with the award will be recognized when the achievement of the performance condition is probable, rather than upon achievement of the performance condition, and (iii) the current requirement to reassess the classification (equity or liability) for nonemployee awards upon vesting will be eliminated, except for awards in the form of convertible instruments. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. The Company elected to early adopt this standard in the second quarter of fiscal 2018 and there was no impact on the Company's condensed consolidated financial statements since there was no outstanding nonemployee share-based payment awards for which there is unrecognized compensation expense.
Recently Issued Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board issued Leases, Topic 842 (ASU 2016-02). ASU 2016-02 establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. The Company plans to adopt this standard in the first quarter of fiscal 2019 using a modified retrospective transition approach to leases existing at, or entered into after, February 3, 2019. Under this transition method, comparative prior periods will not be restated and a cumulative adjustment will be recognized to the opening balance of retained earnings. The Company is continuing to evaluate the impact of adopting ASU 2016-02 and all related amendments on the Company's consolidated financial statements, financial systems and controls. In addition, the Company is in the process of evaluating practical expedient and accounting policy elections.
  
(3) Revenue
Adoption of Revenue from Contracts with Customers, Topic 606
On February 4, 2018, the Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers", and all related amendments using the modified retrospective method applied to contracts that were not completed as of February 4, 2018. The comparative prior period information has not been restated and continues to be reported under the accounting standards in effect during those periods. The adoption did not have a material impact on the Company's revenue recognition and there was no adjustment to its retained earnings opening balance. The Company does not expect the adoption of the new standard to have a material impact on the Company's operating results on an ongoing basis.

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The impact of the new revenue standard adoption on our condensed consolidated statements of operations was as follows (in thousands):

																									
 	 	For the Three-Month Period Ended August 4, 2018	 	For the Six-Month Period Ended August 4, 2018	
 	 	As Reported	 	Balance without adoption of ASC 606	 	Effect of Change	 	As Reported	 	Balance without adoption of ASC 606	 	Effect of Change	
Net sales	 	$	150,799		 	$	150,147		 	$	652		 	$	307,304		 	$	306,693		 	$	611		
Cost of sales	 	93,929		 	93,385		 	544		 	194,179		 	193,654		 	525		
Operating expense:	 	 	 	 	 	 	 	 	 	 	 	 	
Distribution and selling	 	47,958		 	47,951		 	7		 	96,845		 	96,759		 	86		
Net loss	 	(40	)	 	(141	)	 	101		 	(3,026	)	 	(3,026	)	 	—		
As of August 4, 2018 , the Company recorded a merchandise return liability of $7,804,000 , included in accrued liabilities, and a right of return asset of $4,355,000 , included in other current assets. As of February 3, 2018, the Company had approximately $3,544,000 reserved for future merchandise returns included in accrued liabilities, which represents the net margin obligation recorded under the previous revenue guidance.
Revenue Recognition
Revenue is recognized when control of the promised merchandise is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for the merchandise. The Company recognizes revenue upon shipment. Revenue is reported net of estimated sales returns, credits and incentives, and excludes sales taxes. Sales returns are estimated and provided for at the time of sale based on historical experience.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Substantially all of the Company's sales are single performance obligation arrangements for transferring control of merchandise to customers.
In accordance with ASC 606-10-50, the Company disaggregates revenue from contracts with customers by significant product groups and timing of when the performance obligations are satisfied. A reconciliation of disaggregated revenue by significant product group is provided in Note 9 - " Business Segments and Sales by Product Group ".
As of August 4, 2018 , approximately $86,000 is expected to be recognized from remaining performance obligations within the next 3 years . The Company has applied the practical expedient to exclude the value of remaining performance obligations for contracts with an original expected term of one year or less. Revenue recognized over time was $9,000 and $21,000 for the three-month periods ended August 4, 2018 and July 29, 2017 and $17,000 and $42,000 for the six-month periods ended August 4, 2018 and July 29, 2017 .
Merchandise Returns
The Company records a merchandise return liability as a reduction of gross sales for anticipated merchandise returns at each reporting period and must make estimates of potential future merchandise returns related to current period product revenue. The Company estimates and evaluates the adequacy of its merchandise return liability by analyzing historical returns by merchandise category, looking at current economic trends and changes in customer demand and by analyzing the acceptance of new product lines. Assumptions and estimates are made and used in connection with establishing the merchandise return liability in any accounting period.
Shipping and Handling
The Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the merchandise. Shipping and handling fees charged to customers are recognized when the customer obtains control of the merchandise, which is upon shipment. The Company accrues costs for shipping and handling activities, which occur subsequent to transfer of control to the customer and are recorded as cost of sales in the accompanying statements of operations.
Sales Taxes
The Company has elected to exclude from revenue the sales taxes imposed on its sales and collected from customers.

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Accounts Receivable
The Company utilizes an installment payment program called ValuePay that entitles customers to purchase merchandise and generally pay for the merchandise in two or more equal monthly credit card installments. The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component when the payment terms are less than one year. Accounts receivable consist primarily of amounts due from customers for merchandise sales and from credit card companies and are reflected net of reserves for estimated uncollectible amounts. As of August 4, 2018 and February 3, 2018 , the Company had approximately $74,539,000 and $88,452,000 of net receivables due from customers under the ValuePay installment program and total reserves for estimated uncollectible amounts of $8,390,000 and $6,008,000 . The increase in the total reserve as a percentage of receivables is primarily due to an extension in our collections cycle, which has been yielding a higher total recovery rate.
Judgments
The Company's merchandise is generally sold with a right of return for up to a certain number of days after the merchandise is shipped and the Company may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Merchandise returns and other credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available.
The Company evaluated whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) in certain vendor arrangements where the merchandise is shipped directly from the vendor to the Company's customer and the purchase and sale of inventory is virtually simultaneous. Generally, the Company is the principal and reports revenues from such vendor arrangements on a gross basis, as it controls the merchandise before it is transferred to the customer. The Company's control is evidenced by it being primarily responsible to the customers, establishing price and its inventory risk upon customer returns.

(4)   Fair Value Measurements
GAAP utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to observable quoted prices (unadjusted) in active markets for identical assets and liabilities (Level 1 measurement), then priority to quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market (Level 2 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).
As of August 4, 2018 and February 3, 2018 , the Company had $450,000 in Level 2 investments in the form of bank certificates of deposit, which are included in restricted cash equivalents in the condensed consolidated balance sheets. The Company's investments in certificates of deposits were measured using inputs based upon quoted prices for similar instruments in active markets and, therefore, were classified as Level 2 investments. As of August 4, 2018 and February 3, 2018 , the Company also had a long-term variable rate PNC Credit Facility, classified as Level 2, with carrying values of $68,756,000 and $73,899,000 . As of August 4, 2018 and February 3, 2018 , $2,714,000 and $2,326,000 of the long-term variable rate PNC Credit Facility was classified as current. The fair value of the PNC Credit Facility approximates and is based on its carrying value due to the variable rate nature of the financial instrument. The Company has no Level 3 investments that use significant unobservable inputs.

(5)   Intangible Assets
Intangible assets in the accompanying consolidated balance sheets consisted of the following:

																			
 	 	Estimated Useful Life
(In Years)	 	August 4, 2018	 	February 3, 2018	
 	 		 	Gross
Carrying
Amount	 	Accumulated
Amortization	 	Gross
Carrying
Amount	 	Accumulated
Amortization	
Finite-lived intangible assets	 	5-15	 	$	1,786,000		 	$	(419,000	)	 	$	1,786,000		 	$	(336,000	)	
Finite-lived Intangible Assets
The finite-lived intangible assets are included in Other Assets in the accompanying balance sheets and consist of the Evine trademark and the Princeton Watches trade name and customer list. Amortization expense related to the finite-lived intangible assets was $42,000 for the three-month periods ended August 4, 2018 and July 29, 2017 and $83,000 for the six-month periods

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ended August 4, 2018 and July 29, 2017 . Estimated amortization expense is $165,000 for fiscal 2018 and each fiscal year through fiscal 2020, $157,000 for fiscal 2021 and $96,000 for fiscal 2022.
Sale of Boston Television Station, WWDP and FCC Broadcast License
On August 28, 2017, the Company entered into two agreements with unrelated parties to sell its Boston television station, WWDP, including the Company's FCC broadcast license, for an aggregate of $13,500,000 . During the fiscal 2017 fourth quarter, the Company closed on the asset purchase agreement to sell substantially all of the assets primarily related to its television broadcast station, WWDP(TV), Norwell, Massachusetts (the “Station”), which included an intangible FCC broadcasting license asset. As of August 4, 2018 , $667,000 of the sales price remained in escrow pending the Station being carried by certain distribution carriers. The Company has not recorded any additional gain relating to the remaining escrow amount and will not record the remaining gain until the contingency is resolved.

(6) Credit Agreements
The Company's long-term credit facilities consist of:

									
 	 	August 4, 2018	 	February 3, 2018	
PNC revolving loan due July 27, 2023, principal amount	 	$	49,900,000		 	$	59,900,000		
 	 	 	 	 	
PNC term loan due July 27, 2023, principal amount	 	19,000,000		 	14,148,000		
Less unamortized debt issuance costs	 	(144,000	)	 	(149,000	)	
PNC term loan due July 27, 2023, carrying amount	 	18,856,000		 	13,999,000		
 	 	 	 	 	
Total long-term credit facilities	 	68,756,000		 	73,899,000		
Less current portion of long-term credit facilities	 	(2,714,000	)	 	(2,326,000	)	
Long-term credit facilities, excluding current portion	 	$	66,042,000		 	$	71,573,000		
PNC Credit Facility
On February 9, 2012, the Company entered into a credit and security agreement (as amended through July 27, 2018, the "PNC Credit Facility") with PNC Bank, N.A. ("PNC"), a member of The PNC Financial Services Group, Inc., as lender and agent. The PNC Credit Facility, which includes CIBC Bank USA (formerly known as The Private Bank) as part of the facility, provides a revolving line of credit of $90.0 million and provides for a term loan on which the Company had originally drawn to fund improvements at the Company's distribution facility in Bowling Green, Kentucky and subsequently to pay down the Company's GACP Term Loan (as defined below). The PNC Credit Facility also provides an accordion feature that would allow the Company to expand the size of the revolving line of credit by another $25.0 million at the discretion of the lenders and upon certain conditions being met. On July 27, 2018, the Company entered into the Tenth Amendment to the PNC Credit Facility, which among other things, increased the term loan by $5,821,000 , extended the term of the PNC Credit Facility from March 21, 2022 to July 27, 2023 , and decreased the interest rate margins on both the revolving line of credit and term loan. The term loan increase was used to reduce borrowings under the revolving line of credit.
All borrowings under the PNC Credit Facility mature and are payable on July 27, 2023 . Subject to certain conditions, the PNC Credit Facility also provides for the issuance of letters of credit in an aggregate amount up to $6.0 million which, upon issuance, would be deemed advances under the PNC Credit Facility. Maximum borrowings and available capacity under the revolving line of credit under the PNC Credit Facility are equal to the lesser of $90.0 million or a calculated borrowing base comprised of eligible accounts receivable and eligible inventory. The PNC Credit Facility is secured by a first security interest in substantially all of the Company’s personal property, as well as the Company’s real properties located in Eden Prairie, Minnesota and Bowling Green, Kentucky. Under certain circumstances, the borrowing base may be adjusted if there were to be a significant deterioration in value of the Company’s accounts receivable and inventory.
The revolving line of credit under the PNC Credit Facility bears interest at either a Base Rate or LIBOR plus a margin consisting of between 1% and 2% on Base Rate advances and 2% and 3% on LIBOR advances based on the Company's trailing twelve-month reported leverage ratio (as defined in the PNC Credit Facility) measured semi-annually as demonstrated in its financial statements. The term loan bears interest at either a Base Rate or LIBOR plus a margin consisting of between 2% and 3% on Base Rate term loans and 3% to 4% on LIBOR Rate term loans based on the Company’s leverage ratio measured annually as demonstrated in its audited financial statements.
As of August 4, 2018 , the Company had borrowings of $49.9 million under its revolving credit facility. Remaining available capacity under the revolving credit facility as of August 4, 2018 was approximately $23.3 million , which provided liquidity for

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working capital and general corporate purposes. The PNC Credit Facility also provides for a term loan on which the Company has drawn to fund an expansion and improvements at the Company's distribution facility in Bowling Green, Kentucky and subsequently to partially pay down the Company's GACP Term Loan and reduce its revolving credit facility borrowings. As of August 4, 2018 , there was approximately $19.0 million outstanding under the PNC Credit Facility term loan of which $2.7 million was classified as current in the accompanying balance sheet.
Principal borrowings under the modified term loan are to be payable in monthly installments over an 84 -month amortization period commencing on September 1, 2018 and are also subject to mandatory prepayment in certain circumstances, including, but not limited to, upon receipt of certain proceeds from dispositions of collateral. Borrowings under the term loan are also subject to mandatory prepayment in an amount equal to fifty percent ( 50% ) of excess cash flow for such fiscal year, with any such payment not to exceed $2.0 million in any such fiscal year. The PNC Credit Facility is also subject to other mandatory prepayment in certain circumstances. In addition, if the total PNC Credit Facility is terminated prior to maturity, the Company would be required to pay an early termination fee of 3.0% if terminated on or before July 27, 2019, 1.0% if terminated on or before July 27, 2020, 0.5% if terminated on or before July 27, 2021, and no fee if terminated after July 27, 2021. As of August 4, 2018 , the imputed effective interest rate on the PNC term loan was 5.8% .
Interest expense recorded under the PNC Credit Facility was $898,000 and $1,922,000 for the three and six-month periods ended August 4, 2018 and $1,079,000 and $2,142,000 for the three and six-month periods ended July 29, 2017 .
The PNC Credit Facility contains customary covenants and conditions, including, among other things, maintaining a minimum of unrestricted cash plus unused line availability of $10.0 million at all times and limiting annual capital expenditures. As the Company's unused line availability was greater than $10.0 million at August 4, 2018 , no additional cash was required to be restricted. Certain financial covenants, including minimum EBITDA levels (as defined in the PNC Credit Facility) and a minimum fixed charge coverage ratio of 1.1 to 1.0 , become applicable only if unrestricted cash plus unused line availability falls below $10.8 million . As of August 4, 2018 , the Company's unrestricted cash plus unused line availability was $51.4 million and the Company was in compliance with applicable financial covenants of the PNC Credit Facility and expects to be in compliance with applicable financial covenants over the next twelve months. In addition, the PNC Credit Facility places restrictions on the Company’s ability to incur additional indebtedness or prepay existing indebtedness, to create liens or other encumbrances, to sell or otherwise dispose of assets, to merge or consolidate with other entities, and to make certain restricted payments, including payments of dividends to common shareholders.
Deferred financing costs, net of amortization, relating to the revolving line of credit was $650,000 and $656,000 as of August 4, 2018 and February 3, 2018 and are included within other assets within the accompanying balance sheet. These costs are being expensed as additional interest over the five -year term of the PNC Credit Facility.
Prepayment on Great American Capital Partners Term Loan
During fiscal 2017, the Company retired its term loan (the "GACP Term Loan") under a credit and security agreement with GACP Finance Co., LLC ("GACP"), with voluntary principal prepayments of $9.5 million , $2.5 million and $3.5 million on March 21, 2017, October 18, 2017 and December 6, 2017. During the first quarter of fiscal 2017, the Company recorded a loss on debt extinguishment of $913,000 for the portion of debt extinguished on March 21, 2017. The fiscal 2017 first quarter loss on extinguishment of debt includes early termination and lender fees of $199,000 and a write-off of unamortized debt issuance costs of $714,000 , which represents the proportionate amount of unamortized debt issuance costs attributable to the settled debt. Interest expense recorded under the GACP Credit Agreement for the three and six-month period s ended July 29, 2017 was $231,000 and $661,000 .
The aggregate maturities of the Company's long-term credit facilities as of August 4, 2018 are as follows:

													
 	 	PNC Credit Facility	 	 	
Fiscal year	 	Term loan	 	Revolving loan	 	Total	
2018	 	$	1,357,000		 	$	—		 	$	1,357,000		
2019	 	2,488,000		 	—		 	2,488,000		
2020	 	2,714,000		 	—		 	2,714,000		
2021	 	2,714,000		 	—		 	2,714,000		
2022	 	2,714,000		 	—		 	2,714,000		
2023	 	7,013,000		 	49,900,000		 	56,913,000		
 	 	$	19,000,000		 	$	49,900,000		 	$	68,900,000		

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(8)   Net Loss Per Common Share
Basic net loss per share is computed by dividing reported loss by the weighted average number of shares of common stock outstanding for the reported period. Diluted net income 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 of the Company during reported periods.
A reconciliation of net loss per share calculations and the number of shares used in the calculation of basic loss per share and diluted loss per share is as follows:

																	
 	 	Three-Month Periods Ended	 	Six-Month Periods Ended	
 	 	August 4,
2018	 	July 29,
2017	 	August 4,
2018	 	July 29,
2017	
Net loss (a)	 	$	(40,000	)	 	$	(1,991,000	)	 	$	(3,026,000	)	 	$	(5,187,000	)	
Weighted average number of shares of common stock outstanding — Basic	 	66,009,117		 	64,091,228		 	65,685,034		 	62,504,868		
Dilutive effect of stock options, non-vested shares and warrants (b)	 	—		 	—		 	—		 	—		
Weighted average number of shares of common stock outstanding — Diluted	 	66,009,117		 	64,091,228		 	65,685,034		 	62,504,868		
Net loss per common share	 	$	(0.00	)	 	$	(0.03	)	 	$	(0.05	)	 	$	(0.08	)	
Net loss per common share — assuming dilution	 	$	(0.00	)	 	$	(0.03	)	 	$	(0.05	)	 	$	(0.08	)	
(a) The net loss for the three and six-month period s ended August 4, 2018 includes costs related to executive and management transition of $0 and $1,024,000 and contract termination costs of $0 and $753,000 . The net loss for the three and six-month period s ended July 29, 2017 includes costs related to executive and management transition of $572,000 and $1,078,000 and a loss on debt extinguishment of $0 and $913,000 .
(b) For the three and six-month period s ended August 4, 2018 , there were 543,000 and 272,000 incremental in-the-money potentially dilutive common shares outstanding, and - 0 - for the three and six-month period s ended July 29, 2017 . The incremental in-the-money potentially dilutive common stock shares are excluded from the computation of diluted earnings per share, as the effect of their inclusion would be anti-dilutive.
 
(7)   Shareholders' Equity
Warrants
As of August 4, 2018 , the Company had outstanding warrants to purchase 3,849,365 shares of the Company’s common stock ("Warrants"). The Warrants are fully exercisable and expire five years from the date of grant. The Warrants were issued in connection with private placement securities purchase agreements ("Purchase Agreements"), including the related option exercises, which the Company entered into with certain accredited investors on September 14, 2016. The following table summarizes information regarding Warrants outstanding at August 4, 2018 :

								
Grant Date	 	Shares of common stock purchasable	 	Exercise Price
(Per Share)	 	Expiration Date	
September 19, 2016	 	2,976,190		 	$2.90	 	September 19, 2021	
November 10, 2016	 	333,873		 	$3.00	 	November 10, 2021	
January 23, 2017	 	489,302		 	$1.76	 	January 23, 2022	
March 16, 2017	 	50,000		 	$1.92	 	March 16, 2022	
Stock-Based Compensation - Stock Options
Compensation is recognized for all stock-based compensation arrangements by the Company. Stock-based compensation expense related to stock option awards was $237,000 and $220,000 for the second quarters of fiscal 2018 and fiscal 2017 and $542,000 and $423,000 for the first six months of fiscal 2018 and fiscal 2017 . The Company has not recorded any income tax benefit from the exercise of stock options due to the uncertainty of realizing income tax benefits in the future.
As of August 4, 2018 , the Company had one omnibus stock plan for which stock awards can be currently granted: the 2011 Omnibus Incentive Plan that provides for the issuance of up to 13,000,000  shares of the Company's stock. The 2004 Omnibus Stock Plan expired on June 22, 2014. No further awards may be made under the 2004 Omnibus Plan, but any award granted under

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the 2004 Omnibus Plan and outstanding on June 22, 2014 will remain outstanding in accordance with its terms. The 2011 plan is administered by the human resources and compensation committee of the board of directors and provides for awards for employees, directors and consultants. All employees and directors of the Company and its affiliates are eligible to receive awards under the plan. The types of awards that may be granted under this plan include restricted and unrestricted stock, restricted stock units, incentive and nonstatutory stock options, stock appreciation rights, performance units, and other stock-based awards. Incentive stock options may be granted to employees at such exercise prices as the human resources and compensation committee may determine but not less than 100% of the fair market value of the underlying stock as of the date of grant. No incentive stock option may be granted more than 10 years after the effective date of the respective plan's inception or be exercisable more than 10 years after the date of grant. Options granted to outside directors are nonstatutory stock options with an exercise price equal to 100% of the fair market value of the underlying stock as of the date of grant. With the exception of market-based options, options granted generally vest over three years in the case of employee stock options and vest immediately on the date of grant in the case of director options, and have contractual terms of 10 years from the date of grant.
The fair value of each time-based vesting option award is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions noted in the following table, and a Monte Carlo valuation model is used for market-based vesting awards. Expected volatilities are based on the historical volatility of the Company's stock. Expected term is calculated using the simplified method taking into consideration the option's contractual life and vesting terms. The Company uses the simplified method in estimating its expected option term because it believes that historical exercise data cannot be accurately relied upon at this time to provide a reasonable basis for estimating an expected term due to the extreme volatility of its stock price and the resulting unpredictability of its stock option exercises. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yields were not used in the fair value computations as the Company has never declared or paid dividends on its common stock and currently intends to retain earnings for use in operations.

								
 	Fiscal 2018	 	Fiscal 2017	
Expected volatility:	72%	 	81%	
Expected term (in years):	6 years	 	6 years	
Risk-free interest rate:	2.8%	-	3.0%	 	2.0%	-	2.2%	
A summary of the status of the Company’s stock option activity as of August 4, 2018 and changes during the six months then ended is as follows:

														
 	2011
Incentive
Stock
Option
Plan	 	Weighted
Average
Exercise
Price	 	2004
Incentive
Stock
Option
Plan	 	Weighted
Average
Exercise
Price	
Balance outstanding, February 3, 2018	3,384,000		 	$	1.64		 	112,000		 	$	4.86		
Granted	2,198,000		 	$	1.02		 	—		 	$	—		
Exercised	(112,000	)	 	$	0.99		 	—		 	$	—		
Forfeited or canceled	(333,000	)	 	$	1.49		 	(5,000	)	 	$	4.62		
Balance outstanding, August 4, 2018	5,137,000		 	$	1.40		 	107,000		 	$	4.87		
Options exercisable at August 4, 2018	1,585,000		 	$	1.93		 	107,000		 	$	4.87		
The following table summarizes information regarding stock options outstanding at August 4, 2018 :

																										
 	Options Outstanding	 	Options Vested or Expected to Vest	
Option Type	Number of
Shares	 	Weighted
Average
Exercise
Price	 	Weighted
Average
Remaining
Contractual
Life
(Years)	 	Aggregate
Intrinsic
Value	 	Number of
Shares	 	Weighted
Average
Exercise
Price	 	Weighted
Average
Remaining
Contractual
Life
(Years)	 	Aggregate
Intrinsic
Value	
2011 Incentive:	5,137,000		 	$	1.40		 	8.7	 	$	813,000		 	4,619,000		 	$	1.43		 	8.6	 	$	682,000		
2004 Incentive:	107,000		 	$	4.87		 	5.3	 	$	—		 	107,000		 	$	4.87		 	5.3	 	$	—		
The weighted average grant-date fair value of options granted in the first six-months of fiscal 2018 and fiscal 2017 was $0.74 and $0.91 . The total intrinsic value of options exercised during the first six-months of fiscal 2018 and fiscal 2017 was $23,000 and $9,000 . As of August 4, 2018 , total unrecognized compensation cost related to stock options was $2,117,000 and is expected to be recognized over a weighted average period of approximately 2.1 years .

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Stock-Based Compensation - Restricted Stock Units
Compensation expense relating to restricted stock unit grants was $302,000 and $526,000 for the second quarters of fiscal 2018 and fiscal 2017 and $817,000 and $844,000 for the first six-months of fiscal 2018 and fiscal 2017 . As of August 4, 2018 , there was $2,596,000 of total unrecognized compensation cost related to non-vested restricted stock unit grants. That cost is expected to be recognized over a weighted average expected life of 1.9 years . The total fair value of restricted stock units vested during the first six months of fiscal 2018 and fiscal 2017 was $1,139,000 and $370,000 . The estimated fair value of restricted stock units is based on the grant date closing price of the Company's stock for time-based vesting awards and a Monte Carlo valuation model for market-based vesting awards.
The Company has granted time-based restricted stock units to certain key employees as part of the Company's long-term incentive program. The restricted stock generally vests in three equal annual installments beginning one year from the grant date and is being amortized as compensation expense over the three -year vesting period. The Company has also granted restricted stock units to non-employee directors as part of the Company's annual director compensation program. Each restricted stock grant vests or vested on the day immediately preceding the next annual meeting of shareholders following the date of grant. The grants are amortized as director compensation expense over the twelve -month vesting period.
The Company has granted a total of 259,000 and - 0 - market-based restricted stock performance units to certain executives as part of the Company's long-term incentive program during the second quarters of fiscal 2018 and fiscal 2017 and 747,000 and 562,000 market-based restricted stock performance units during the first six months of fiscal 2018 and fiscal 2017 . The number of restricted stock units earned is based on the Company's total shareholder return ("TSR") relative to a group of industry peers over a three -year performance measurement period. Grant date fair values were determined using a Monte Carlo valuation model based on assumptions as follows:

								
 	Fiscal 2018	 	Fiscal 2017	
Total grant date fair value	$859,000	 	$860,000	
Total grant date fair value per share	$1.07	-	$1.30	 	$1.53	
Expected volatility	73%	-	76%	 	75%	
Weighted average expected life (in years)	3 years	 	3 years	
Risk-free interest rate	2.4%	-	2.7%	 	1.5%	
The percent of the target market-based performance vested restricted stock unit award that will be earned based on the Company's TSR relative to the peer group is as follows:

			
Percentile Rank	 	Percentage of
Units Vested	
< 33%	 	0%	
33%	 	50%	
50%	 	100%	
100%	 	150%	
A summary of the status of the Company’s non-vested restricted stock unit activity as of August 4, 2018 and changes during the six-month period then ended is as follows:

																					
 	Restricted Stock Units	
 	Market-Based
Performance Units	 	Time-Based Units	 	Total	
 	Shares	 	Weighted
Average
Grant Date
Fair Value	 	Shares	 	Weighted
Average
Grant Date
Fair Value	 	Shares	 	Weighted
Average
Grant Date
Fair Value	
Non-vested outstanding, February 3, 2018	973,000		 	$	1.55		 	1,856,000		 	$	1.32		 	2,829,000		 	$	1.40		
Granted	747,000		 	$	1.15		 	1,198,000		 	$	1.17		 	1,945,000		 	$	1.16		
Vested	—		 	$	—		 	(1,003,000	)	 	$	1.23		 	(1,003,000	)	 	$	1.23		
Forfeited	(211,000	)	 	$	1.23		 	(75,000	)	 	$	1.46		 	(286,000	)	 	$	1.29		
Non-vested outstanding, August 4, 2018	1,509,000		 	$	1.39		 	1,976,000		 	$	1.27		 	3,485,000		 	$	1.32		

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(9)   Business Segments and Sales by Product Group
The Company has one reporting segment, which encompasses its interactive digital commerce retailing. The Company markets, sells and distributes its products to consumers primarily through its video commerce television, online website, evine.com, and mobile platforms. The Company's television shopping, online and mobile platforms have similar economic characteristics with respect to products, product sourcing, vendors, marketing and promotions, gross margins, customers, and methods of distribution. In addition, the Company believes that its television shopping program is a key driver of traffic to both the evine.com website and mobile applications whereby many of the online sales originate from customers viewing the Company's television program and then placing their orders online or through mobile devices. All of the Company's sales are made to customers residing in the United States. The chief operating decision maker is the Chief Executive Officer of the Company. Certain fiscal 2017 product category amounts in the accompanying table have been reclassified to conform to our fiscal 2018 product category groupings.
Information on net sales by significant product groups are as follows (in thousands):

																	
 	 	Three-Month Periods Ended	 	Six-Month Periods Ended	
 	 	August 4,
2018	 	July 29,
2017	 	August 4,
2018	 	July 29,
2017	
Jewelry & Watches	 	$	53,842		 	$	53,737		 	$	110,635		 	$	111,773		
Home & Consumer Electronics	 	28,666		 	29,166		 	59,708		 	58,581		
Beauty & Wellness	 	28,615		 	22,589		 	55,637		 	45,622		
Fashion & Accessories	 	24,562		 	27,968		 	51,134		 	57,763		
All other (primarily shipping & handling revenue)	 	15,114		 	15,489		 	30,190		 	31,553		
Total	 	$	150,799		 	$	148,949		 	$	307,304		 	$	305,292		

(10)   Income Taxes
At February 3, 2018 , the Company had federal net operating loss carryforwards (“NOLs”) of approximately $321 million , and state NOLs of approximately $260 million which are available to offset future taxable income.  The Company's federal NOLs expire in varying amounts each year from 2023 through 2037 in accordance with applicable federal tax regulations and the timing of when the NOLs were incurred. 
In the first quarter of fiscal 2011, the Company had a change in ownership (as defined in Section 382 of the Internal Revenue Code) as a result of the issuance of common stock coupled with the redemption of all the Series B preferred stock held by GE Capital Equity Investments, Inc. (“GE Equity”).  Sections 382 and 383 limit the annual utilization of certain tax attributes, including NOL carryforwards, incurred prior to a change in ownership. Currently, the limitations imposed by Sections 382 and 383 are not expected to impair the Company's ability to fully realize its NOLs; however, the annual usage of NOLs incurred prior to the change in ownership is limited.  In addition, if the Company were to experience another ownership change, as defined by Sections 382 and 383, its ability to utilize its NOLs could be further substantially limited and depending on the severity of the annual NOL limitation, the Company could permanently lose its ability to use a significant amount of its accumulated NOLs. The Company currently has recorded a full valuation allowance for its net deferred tax assets.  The ultimate realization of these deferred tax assets and related limitations depend on the ability of the Company to generate sufficient taxable income in the future, as well as the timing of such income.
For the second quarters of fiscal 2018 and fiscal 2017 , the income tax provision included a non-cash tax charge of approximately $0 and $197,000 relating to changes in the Company's long-term deferred tax liability related to the tax amortization of the Company's indefinite-lived intangible FCC license asset that is not available to offset existing deferred tax assets in determining changes to the Company's income tax valuation allowance. For the first six-months of fiscal 2018 and fiscal 2017 , the income tax provision included a non-cash tax charge of approximately $0 and $394,000 . During the fourth quarter of fiscal 2017, the Company sold its indefinite-lived intangible FCC license asset in connection with the sale of the Company's television broadcast station, WWDP(TV).
On December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Act") was enacted. The Tax Act significantly revised U.S. corporate tax law by, among other things, (i) reducing the corporate tax rate to 21% from 35% , (ii) a repeal of the corporate alternative minimum tax (AMT), (iii) changes to tax depreciation for first-year property, (iv) a partial limitation on the deductibility of business interest expense and (v) for losses incurred in tax years beginning after December 31, 2017 the NOL deduction is limited to 80% of taxable income with an indefinite carry forward.

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The income tax effects of the Tax Act required the remeasurement of the Company's deferred tax assets and liabilities in accordance with ASC Topic 740.  The Company remeasured its net deferred tax assets and related valuation allowance to reflect the lower corporate tax rate at the end of fiscal 2017. The SEC staff issued Staff Accounting Bulletin No. 118 that allows companies to record provisional estimates of the impacts of the Tax Act during a measurement period of up to one year from the enactment which is similar to the measurement period used when accounting for business combinations.  As reflected in the Company's fiscal 2017 financial statements, the Tax Act did not have an impact on the Company's tax expense or benefit due to the full valuation allowance against the Company's deferred tax assets.
Shareholder Rights Plan
The Company has adopted a Shareholder Rights Plan to preserve the value of certain deferred tax benefits, including those generated by net operating losses. On July 10, 2015, the Company declared a dividend distribution of one purchase right (a “Right”) for each outstanding share of the Company’s common stock to shareholders of record as of the close of business on July 23, 2015 and issuable as of that date. On July 13, 2015, the Company entered into a Shareholder Rights Plan (the “Rights Plan”) with Wells Fargo Bank, N.A., a national banking association, with respect to the Rights. Except in certain circumstances set forth in the Rights Plan, each Right entitles the holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Cumulative Preferred Stock, $0.01 par value, of the Company (“Preferred Stock” and each one one-thousandth of a share of Preferred Stock, a “Unit”) at a price of $9.00 per Unit.

(11)   Litigation
The Company is involved from time to time in various claims and lawsuits in the ordinary course of business, including claims related to products, product warranties, contracts, employment, intellectual property, consumer protection and regulatory matters. In the opinion of management, none of the claims and suits, either individually or in the aggregate, will have a material adverse effect on the Company's operations or consolidated financial statements.

(12) Executive and Management Transition Costs
On April 11, 2018, the Company entered into a transition and separation agreement with its Executive Vice President, Chief Operating Officer/Chief Financial Officer, under which his position terminated on April 16, 2018 and he served as a non-officer employee until June 1, 2018. On April 11, 2018, the Company announced the appointment of a new Chief Financial Officer, effective as of April 16, 2018. In conjunction with this executive change as well as other executive and management terminations made during the first six months of fiscal 2018, the Company recorded charges to income totaling $0 and $1,024,000 for the three and six-months ended August 4, 2018 , which relate primarily to severance payments to be made as a result of the executive officer and other management terminations and other direct costs associated with the Company's 2018 executive and management transition.
On March 23, 2017, the Company announced the elimination of the position of Senior Vice President of Sales & Product Planning. In conjunction with this executive change as well as other executive and management terminations made during the first six months of fiscal 2017, the Company recorded charges to income totaling $572,000 and $1,078,000 for the three and six-months ended July 29, 2017 , which relate primarily to severance payments to be made as a result of the executive officer and other management terminations and other direct costs associated with the Company's 2017 executive and management transition.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations is qualified by reference to and should be read in conjunction with our accompanying unaudited condensed consolidated financial statements and notes included herein and the audited consolidated financial statements and notes included in our annual report on Form 10-K for the fiscal year ended February 3, 2018 .
Cautionary Statement Concerning Forward-Looking Statements
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations and other materials we file with the Securities and Exchange Commission (the “SEC”) (as well as information included in oral statements or other written statements made or to be made by us) contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact, including statements regarding guidance, industry prospects or future results of operations or financial position made in this report are

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forward-looking. We often use words such as anticipates, believes, estimates, expects, intends, predicts, hopes, should, plans, will and similar expressions to identify forward-looking statements. These statements are based on management’s current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): variability in consumer preferences, shopping behaviors, spending and debt levels; the general economic and credit environment; interest rates; seasonal variations in consumer purchasing activities; the ability to achieve the most effective product category mixes to maximize sales and margin objectives; competitive pressures on sales and sales promotions; pricing and gross sales margins; the level of cable and satellite distribution for our programming and the associated fees or estimated cost savings from contract renegotiations; our ability to establish and maintain acceptable commercial terms with third-party vendors and other third parties with whom we have contractual relationships, and to successfully manage key vendor and shipping relationships and develop key partnerships and proprietary and exclusive brands; our ability to manage our operating expenses successfully and our working capital levels; our ability to remain compliant with our credit facilities covenants; customer acceptance of our branding strategy and our repositioning as a video commerce company; our ability to respond to changes in consumer shopping patterns and preferences, and changes in technology and consumer viewing patterns; changes to our management and information systems infrastructure; challenges to our data and information security; changes in governmental or regulatory requirements, including without limitation, regulations of the Federal Communications Commission and Federal Trade Commission, and adverse outcomes from regulatory proceedings; litigation or governmental proceedings affecting our operations; significant events (including disasters, weather events or events attracting significant television coverage) that either cause an interruption of television coverage or that divert viewership from our programming; disruptions in our distribution of our network broadcast to our customers; our ability to protect our intellectual property rights; our ability to obtain and retain key executives and employees; our ability to attract new customers and retain existing customers; changes in shipping costs; expenses relating to the actions of activist or hostile shareholders; our ability to offer new or innovative products and customer acceptance of the same; changes in customer viewing habits of television programming; and the risks identified under “Risk Factors” in our most recently filed Form 10-K and any additional risk factors identified in our periodic reports since the date of such report. More detailed information about those factors is set forth in our filings with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this filing. We are under no obligation (and expressly disclaim any such obligation) to update or alter our forward-looking statements whether as a result of new information, future events or otherwise.
Overview
Our Company
We are a multiplatform interactive digital commerce company that offers a mix of proprietary, exclusive and name-brand merchandise in the categories of jewelry & watches, home & consumer electronics, beauty & wellness, and fashion & accessories directly to consumers 24 hours a day in an engaging and informative shopping experience. Evine programming is distributed in more than 87 million homes through cable and satellite distribution agreements, agreements with telecommunications companies and over-the-air broadcast television stations. Our programming is also streamed live online at evine.com and is available on mobile channels and over-the-top platforms. We also operate evine.com, a comprehensive digital commerce platform that sells products which appear on our television shopping network as well as an extended assortment of online-only merchandise. Our programming and products are also marketed via mobile devices, including smartphones and tablets, and through the leading social media channels.
Our investor relations website address is http://investors.evine.com/overview/default.aspx. Our goal is to maintain the investor relations website as a way for investors to find information about us easily, including press releases, announcements of investor conferences, investor and analyst presentations and corporate governance. We also make available free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and all amendments to these filings as soon as practicable after that material is electronically filed with or furnished to the SEC.  The information found on our website is not part of this or any other report we file with, or furnish to, the SEC.
Products and Customers
Products sold on our digital commerce platforms include jewelry & watches, home & consumer electronics, beauty & wellness, and fashion & accessories. Historically jewelry & watches has been our largest merchandise category. While changes in our product mix have occurred as a result of customer demand and other factors including our efforts to diversify our offerings within our major merchandise categories, jewelry & watches remained our largest merchandise category during the first six months of fiscal 2018 . We are focused on diversifying our merchandise assortment within our existing product categories as well as by offering potential new product categories, including proprietary, exclusive and name brands, in an effort to increase revenues, gross profits and to grow our new and active customer base. The following table shows our merchandise mix as a percentage of total digital commerce net merchandise sales for the three and six -month periods indicated by product category group. Certain

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fiscal 2017 product category percentages in the accompanying table have been reclassified to conform to our fiscal 2018 product category groupings.

									
 	 	For the Three-Month	 	For the Six-Month	
 	 	Periods Ended	 	Periods Ended	
 	 	August 4,
2018	 	July 29,
2017	 	August 4,
2018	 	July 29,
2017	
Net Merchandise Sales by Category	 	 	 	 	 	 	 	 	
Jewelry & Watches	 	40%	 	40%	 	40%	 	41%	
Home & Consumer Electronics	 	21%	 	22%	 	22%	 	21%	
Beauty & Wellness	 	21%	 	17%	 	20%	 	17%	
Fashion & Accessories	 	18%	 	21%	 	18%	 	21%	
Total	 	100%	 	100%	 	100%	 	100%	
Our product strategy is to continue to develop and expand new product offerings across multiple merchandise categories based on customer demand, as well as to offer competitive pricing and special values in order to drive new customers and maximize margin dollars per minute. Our core digital commerce customers — those who interact with our network and transact through television, online and mobile devices — are primarily women between the ages of 45 and 70. We also have a strong presence of male customers of similar age. We believe our customers make purchases based on our unique products, quality merchandise and value.
Company Strategy
As a multiplatform interactive digital commerce company, our strategy includes offering our curated assortment of proprietary, exclusive (i.e., products that are not readily available elsewhere), emerging and name-brand products. Our programming is distributed through our video commerce infrastructure, which includes television access to more than 87 million homes in the United States, primarily on cable and satellite systems. We are also focused on growing our high lifetime value customer file and growing our revenues, through social, mobile, online, and over-the-top platforms.
Our merchandising plan is focused on delivering a balanced assortment of profitable proprietary, exclusive, emerging and name-brand products presented in an engaging, entertaining, shopping-centric format using our unique expertise in storytelling. To enhance the shopping experience for our customers, we will continue to work hard to engage our customers intelligently by leveraging the use of predictive analytics and interactive marketing to drive personalization and relevancy to each experience. In addition, we will continue to find new methods, territories, technologies and channels to distribute our video commerce programming beyond the television screen, including "live on location" entertainment and enhancing our social advertising. We believe these initiatives will position us as a multiplatform interactive digital commerce company that delivers a more engaging and enjoyable customer experience with sales and service that exceed customer expectations.
Program Distribution
Our 24-hour television shopping programs, Evine and Evine Too, which are distributed primarily on cable and satellite systems, reached more than 87 million homes during the six months ended August 4, 2018 and July 29, 2017 .  Our television home shopping programming is also simulcast 24 hours a day, 7 days a week on our website, evine.com, broadcast over-the-air in certain markets and is also available on all mobile channels and on various video streaming applications, such as Roku and Apple TV.  This multiplatform distribution approach, complemented by our strong mobile and online efforts, will ensure that our programming is available wherever and whenever our customers choose to shop.
In addition to our total homes reached, we continue to increase the number of channels on existing distribution platforms and alternative distribution methods, including securing a deal in the second quarter of fiscal 2017 to launch our programming on a high definition ("HD") channel in more than 10 million television homes during the second half of 2017.  We believe that our distribution strategy of pursuing additional channels in productive homes already receiving our programming is a more balanced approach to growing our business than merely adding new television homes in untested areas.  We also invested in HD equipment and, starting in the third quarter of fiscal 2017, transitioned to a full HD signal. We believe that having an HD feed of our service provides a better customer experience and allows us to attract new viewers and customers.
Cable and Satellite Distribution Agreements
We have entered into distribution agreements with cable operators, direct-to-home satellite providers and telecommunications companies to distribute our television programming over their systems. The terms of the affiliation agreements typically range from one to five years. During the fiscal year, certain agreements with cable, satellite or other distributors may expire. Under certain circumstances, the cable operators or we may cancel the agreements prior to their expiration. Additionally, we may elect not to renew distribution agreements whose terms result in sub-standard or negative contribution margins. If the operator drops our service or if either we or the operator fails to reach mutually agreeable business terms concerning the distribution of our service so that the agreements are terminated, our business may be materially adversely affected. Failure to maintain our distribution agreements covering a material portion of our existing households on acceptable financial and other terms could materially and adversely affect our future growth, sales revenues and earnings unless we are able to arrange for alternative means of broadly distributing our television programming.
Our Competition
The digital commerce retail business is highly competitive, and we are in direct competition with numerous retailers, including online retailers, many of whom are larger, better financed and have a broader customer base than we do. In our television shopping and digital commerce operations, we compete for customers with other television shopping and e-commerce retailers, infomercial companies, other types of consumer retail businesses, including traditional "brick and mortar" department stores, discount stores, warehouse stores and specialty stores; catalog and mail order retailers and other direct sellers.
Our direct competitors within the television shopping industry include QVC, Inc. and HSN, Inc., which are owned by Qurate Retail, Inc. Both QVC, Inc. and HSN, Inc. are substantially larger than we are in terms of annual revenues and customers, and the programming of each is carried more broadly to U.S. households, including high definition bands and multi-channel carriage, than our programming. Multimedia Commerce Group, Inc., which operates Jewelry Television, also competes with us for customers in the jewelry category. In addition, there are a number of smaller niche retailers and startups in the television shopping arena who compete with us. We believe that our major competitors incur cable and satellite distribution fees representing a significantly lower percentage of their sales attributable to their television programming than we do, and that their fee arrangements are substantially on a commission basis (in some cases with minimum guarantees) rather than on the predominantly fixed-cost basis that we currently have. At our current sales level, our distribution costs as a percentage of total consolidated net sales are higher than those of our competition. However, we have the ability to leverage this fixed expense with sales growth to accelerate improvement in our profitability.
We anticipate continued competition for viewers and customers, for experienced television shopping and e-commerce personnel, for distribution agreements with cable and satellite systems and for vendors and suppliers - not only from television shopping companies, but also from other companies that seek to enter the television shopping and online retail industries, including telecommunications and cable companies, television networks, and other established retailers. We believe that our ability to be successful in the video commerce industry will be dependent on a number of key factors, including continuing to expand our digital footprint to meet our customers' needs, increasing the lifetime value of our customer base by a combination of growing the number of customers who purchase products from us and maximizing the dollar value of sales profitability per customer.
Summary Results for the Second Quarter of Fiscal 2018
Consolidated net sales for our fiscal 2018 second quarter were approximately $150.8 million compared to $148.9 million for our fiscal 2017 second quarter, which represents a 1.2% increase . We reported operating income of $869,000 and a net loss of $40,000 for our fiscal 2018 second quarter. We had an operating loss of $471,000 and a net loss of $2.0 million for our fiscal 2017 second quarter. The operating and net loss for the fiscal 2017 second quarter included charges relating to executive and management transition costs totaling $572,000 .
Consolidated net sales for the first six months of fiscal 2018 were approximately $307.3 million compared to $305.3 million for the first six months of fiscal 2017 , which represents a 0.7% increase . We reported an operating loss of $1.1 million and a net loss of $3.0 million for the first six months of fiscal 2018 . The operating and net loss for the first six months of fiscal 2018 included charges relating to executive and management transition costs totaling $1.0 million and contract termination costs of $753,000 . We reported an operating loss of $1.1 million and a net loss of $5.2 million for the first six months of fiscal 2017 . The operating and net loss for the first six months of fiscal 2017 included charges relating to executive and management transition costs totaling $1.1 million . The net loss for the first six months of fiscal 2017 also included a loss on debt extinguishment of $913,000 .

Results of Operations
Selected Condensed Consolidated Financial Data
Operations

	
									
 	 	Dollar Amount as a
Percentage of Net Sales for the	 	Dollar Amount as a
Percentage of Net Sales for the	
 	 	Three-Month Periods Ended	 	Six-Month Periods Ended	
 	 	August 4,
2018	 	July 29,
2017	 	August 4,
2018	 	July 29,
2017	
Net sales	 	100.0%	 	100.0%	 	100.0%	 	100.0%	
 	 	 	 	 	 	 	 	 	
Gross margin	 	37.7%	 	37.9%	 	36.8%	 	36.9%	
Operating expenses:	 	 	 	 	 	 	 	 	
Distribution and selling	 	31.8%	 	32.7%	 	31.5%	 	31.9%	
General and administrative	 	4.3%	 	4.0%	 	4.3%	 	3.9%	
Depreciation and amortization	 	1.0%	 	1.1%	 	1.0%	 	1.1%	
Executive and management transition costs	 	—%	 	0.4%	 	0.3%	 	0.3%	
 	 	37.1%	 	38.2%	 	37.1%	 	37.2%	
Operating income (loss)	 	0.6%	 	(0.3)%	 	(0.3)%	 	(0.3)%	

Key Performance Metrics

	
												
 	For the Three-Month	 	For the Six-Month	
 	Periods Ended	 	Periods Ended	
 	August 4,
2018	 	July 29,
2017	 	Change	 	August 4,
2018	 	July 29,
2017	 	Change	
Merchandise Metrics	 	 	 	 	 	 	 	 	 	 	 	
   Gross margin %	37.7%	 	37.9%	 	(20) bps	 	36.8%	 	36.9%	 	(10) bps	
   Net shipped units (in thousands)	2,462	 	2,423	 	2%	 	4,934	 	5,003	 	(1)%	
   Average selling price	$55	 	$55	 	—%	 	$56	 	$54	 	4%	
   Return rate	18.7%	 	19.1%	 	(40) bps	 	18.8%	 	19.0%	 	(20) bps	
   Digital net sales % (a)	52.6%	 	48.1%	 	450 bps	 	52.8%	 	49.4%	 	340 bps	
Total Customers - 12 Month Rolling (in thousands)	1,255	 	1,377	 	(9)%	 	N/A	 	N/A	 	 	
(a) Digital net sales percentage is calculated based on net sales that are generated from our evine.com website and mobile platforms, which are primarily ordered directly online.

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Net Shipped Units
The number of net shipped units (shipped units less units returned) during the fiscal 2018 second quarter increase d 2% from the prior year comparable quarter to approximately 2.5 million . For the six months ended August 4, 2018 , net shipped units decrease d 1% from the prior year comparable period to 4.9 million . The increase in net shipped units during the second quarter of fiscal 2018 was driven primarily by an increase in consolidated net sales, specifically our beauty & wellness product category. The decrease in net shipped units during the first six months of fiscal 2018 was primarily driven by offering a higher average selling price ("ASP") assortment in our jewelry & watches and home & consumer electronics categories, partially offset by an increase in consolidated net sales.
Average Selling Price
The ASP per net unit was $55 in the second quarters of fiscal 2018 and fiscal 2017 . For the six months ended August 4, 2018 , the ASP was $56 , a 4% increase from the prior year comparable period. The increase in the year-to-date ASP was primarily driven by ASP increases in our jewelry & watches and home & consumer electronics product categories.
Return Rates
For the three months ended August 4, 2018 , our return rate was 18.7% compared to 19.1% for the comparable prior year quarter, a 40 basis point decrease . For the six months ended August 4, 2018 , our return rate was 18.8% compared to 19.0% for the comparable prior year period, a 20 basis point decrease . These decrease s in the return rates were driven primarily by lower return rates experienced in our beauty & wellness and jewelry & watches product categories. We continue to monitor our return rates in an effort to keep our overall return rates commensurate with our current product mix and our average selling price levels.
Total Customers
Total customers who have purchased over the last twelve months decrease d 9% over the prior year to approximately 1.3 million . The decrease was driven by a reduction in new customers over the prior year. Our loyal customer group remains strong and is driving growth in purchase frequency, average spend and lifetime value. During the second quarter of fiscal 2018 , total customers who have made a purchase during the quarter decreased 3% over the prior year comparable quarter.
Net Sales
Consolidated net sales, inclusive of shipping and handling revenue, for the fiscal 2018 second quarter were approximately $150.8 million as compared with $148.9 million for the comparable prior year quarter, a 1.2% increase . Consolidated net sales, inclusive of shipping and handling revenue, for the first six months ended August 4, 2018 were approximately $307.3 million as compared with $305.3 million for the comparable prior year period, a 0.7% increase .
The increase in quarterly consolidated net sales was driven primarily by our beauty & wellness product category, partially offset by decreases in our fashion & accessories and home & consumer electronics product categories. Beauty & wellness increased during the second quarter as a result of increased productivity, an increase in airtime and growth in subscription sales. The decreases in fashion & accessories and home & consumer electronics resulted from a reduction in airtime and decreased productivity in our fashion & accessories category. The increase in year-to-date consolidated net sales was driven primarily by our beauty & wellness product category, partially offset by decreases in our fashion & accessories and jewelry & watches categories and a decrease in our shipping and handling revenue. Beauty & wellness increased during the first six months as a result of increased productivity, an increase in airtime and growth in subscription sales. The decrease in the fashion & accessories category was primarily driven by decreased productivity. Jewelry & watches decreased during the first six months as a result of a shift in airtime from our watches category into our beauty & wellness and other categories. Our digital sales penetration, or, the percentage of net sales that are generated from our evine.com website and mobile platforms, which are primarily ordered directly online, was 52.6% and 52.8% compared to 48.1% and 49.4% for the second quarter and first six months of fiscal 2018 compared to fiscal 2017 . Overall, we continue to deliver strong digital sales penetration. We believe the increase in penetration during the periods was driven by our improved digital marketing initiatives and an enhanced responsive customer experience on mobile devices. Our mobile penetration increase d to 55.7% and 52.5% of total digital orders in the second quarter and first six months of fiscal 2018 versus 49.4% and 48.7% of total digital orders for the comparable prior year periods.
Gross Profit
Gross profit for the second quarter of fiscal 2018 was $56.9 million , an increase of $390,000 , or 0.7% , compared to the second quarter of fiscal 2017 . Gross profit for the first six months ended August 4, 2018 was $113.1 million , an increase of $359,000 , or 0.3% , compared to the first six months ended July 29, 2017 . The increase in gross profit during the second quarter and first six months of fiscal 2018 was primarily driven by the increase in net sales, partially offset by lower gross profit percentages experienced and costs incurred during the first quarter for contract termination costs of $753,000 . Gross margin percentages for the second quarters of fiscal 2018 and fiscal 2017 were 37.7% and 37.9% , a 20 basis point decrease . The decrease in the gross margin percentage reflects decreased margin rates, specifically in our fashion & accessories, home & consumer electronics and jewelry product categories, partially offset by a shift in product mix from consumer electronics in favor of our beauty & wellness product category, which has higher margin percentages. Gross margin percentages for the first six months of fiscal 2018 and fiscal 2017 were 36.8% and 36.9% , a 10 basis point decrease . The decrease in the gross margin percentage reflects the contract termination costs, partially offset by increased margin rates, specifically in our beauty & wellness product category.
Operating Expenses
Total operating expenses for the fiscal 2018 second quarter were approximately $56.0 million compared to $57.0 million for the comparable prior year period, a decrease of 1.7% . Total operating expenses for the six months ended August 4, 2018 were approximately $114.2 million compared to $113.8 million for the comparable prior year period, an increase of 0.3% . Total operating expenses as a percentage of net sales were 37.1% and 37.1% , compared to 38.2% and 37.2% during the second quarters and first six months of fiscal 2018 and fiscal 2017 . Total operating expenses for the fiscal 2017 second quarter included executive and management transition costs of $572,000 . Total operating expenses for the six months ended August 4, 2018 included executive and management transition costs of $1.0 million , while total operating expenses for the six months ended July 29, 2017 included

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executive and management transition costs of $1.1 million . Excluding executive and management transition costs, total operating expenses as a percentage of net sales for the second quarter and first six months of fiscal 2018 were 37.1% and 36.8% , compared to 37.8% and 36.9% for fiscal 2017 .
Distribution and selling expense decrease d $729,000 , or 1.5% , to $48.0 million , or 31.8% of net sales during the fiscal 2018 second quarter compared to $48.7 million , or 32.7% of net sales for the comparable prior year fiscal quarter. Distribution and selling expense decrease d during the quarter due in part to decreased variable costs of $1.2 million , decreased software service fees of $153,000 , decreased online selling and search fees of $147,000 and decreased share-based compensation expense of $107,000 . The decrease in distribution and selling expense was partially offset by increased accrued incentive compensation of $736,000 and increased program distribution expense of $246,000 . The decrease in variable costs was primarily driven by decreased variable credit card processing fees and bad debt credit expense of $971,000 and decreased variable fulfillment and customer service salaries and wages of $318,000 , partially offset by increased customer services telecommunications service expense of $133,000 . Total variable expenses during the second quarter of fiscal 2018 were approximately 8.9% of total net sales versus 9.8% of total net sales for the prior year comparable period. The decrease in variable expenses as a percentage of net sales during the second quarter of fiscal 2018 is primarily due to a decrease in bad debt expense and improved efficiencies at our fulfillment center.
Distribution and selling expense decrease d $572,000 , or 0.6% , to $96.8 million , or 31.5% of net sales during the six months ended August 4, 2018 compared to $97.4 million , or 31.9% of net sales for the comparable prior year period. Distribution and selling expense decrease d during the first six months due in part to decreased variable costs of $1.6 million , decreased software service fees of $251,000 , decreased production expenses of $210,000 and decreased online selling and search fees of $100,000 . The decrease in distribution and selling expense was partially offset by increased salaries and benefits of $538,000 , increased accrued incentive compensation of $1.1 million and increased program distribution expense of $356,000 . The decrease in variable costs was primarily driven by decreased variable credit card processing fees and bad debt credit expense of $1.2 million and decreased variable fulfillment and customer service salaries and wages of $595,000 , partially offset by increased customer services telecommunications service expense of $189,000 . Total variable expenses during the first six months of fiscal 2018 were approximately 9.1% of total net sales versus 9.7% of total net sales for the prior year comparable period. The decrease in variable expenses as a percentage of net sales during the first six months of fiscal 2018 is primarily due to a decrease in bad debt expense, an increase in our ASP and improved efficiencies at our fulfillment center.
To the extent that our ASP changes, our variable expense as a percentage of net sales could be impacted as the number of our shipped units changes. Program distribution expense is primarily a fixed cost per household, however, this expense may be impacted by changes in the number of average homes or channels reached or by rate changes associated with changes in our channel position with carriers.
General and administrative expense for the fiscal 2018 second quarter increase d $509,000 , or 8% , to $6.5 million or 4.3% of net sales, compared to $6.0 million or 4.0% of net sales for the comparable prior year fiscal quarter. General and administrative expense increase d during the second quarter primarily as a result of increased salaries and accrued incentive compensation of $188,000 . The increase was also due to a legal settlement received of $244,000 in the second quarter of fiscal 2017 . For the six months ended August 4, 2018 , general and administrative expense increase d $1.2 million , or 10.3% , to $13.2 million or 4.3% of net sales, compared to $12.0 million or 3.9% of net sales for the comparable prior year fiscal period. For the six months ended August 4, 2018 , general and administrative expense increase d primarily as a result of increased incentive compensation of $511,000 , increased professional fees of $168,000 , and increased share-based compensation expense of $93,000 . The increase was also due to a legal settlement received of $244,000 during the six months ended July 29, 2017 .
Depreciation and amortization expense for the fiscal 2018 second quarter decrease d $158,000 , or 9% , to $1.5 million compared to $1.7 million for the comparable prior year period. Depreciation and amortization expense as a percentage of net sales for the three-month periods ended August 4, 2018 and July 29, 2017 was 1.0% and 1.1% . The decrease in the quarterly depreciation and amortization expense was primarily due to decreased depreciation expense of $158,000 as a result of a reduction in our non-fulfillment depreciable asset base year over year. Depreciation and amortization expense for the six months ended August 4, 2018 decrease d $222,000 , or 7% , to $3.1 million compared to $3.3 million for the comparable prior year period. Depreciation and amortization expense as a percentage of net sales for the six months ended August 4, 2018 and July 29, 2017 was 1.0% and 1.1% . The decrease in depreciation and amortization expense for the six months ended August 4, 2018 was primarily due to decreased depreciation expense of $222,000 as a result of a reduction in our non-fulfillment depreciable asset base year over year.
Operating Income (Loss)
For the fiscal 2018 second quarter, we reported operating income of approximately $869,000 compared to an operating loss of $471,000 for the fiscal 2017 second quarter, representing a $1.3 million improvement. For the six months ended August 4, 2018 , we reported an operating loss of approximately $1.1 million , representing an operating loss increase of $26,000 compared to the prior year period. For the second quarter of fiscal 2018 , our operating income improved primarily as a result of a decrease

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in distribution and selling expense, a decrease in executive and management transition costs, an increase in gross profit and a decrease in depreciation and amortization expense, partially offset by an increase in general and administrative expense. For the first six months of fiscal 2018 , our operating loss increased primarily as a result of an increase in general and administrative expense, largely offset by a decrease in distribution and selling expense, an increase in gross profit, which included contract termination costs of $753,000 , a decrease in depreciation and amortization expense, and a decrease in executive and management transition costs.
Net Loss
For the fiscal 2018 second quarter, we reported a net loss of $40,000 or $0.00 per share on 66,009,117 weighted average basic common shares outstanding compared with a net loss of $2.0 million or $0.03 per share on 64,091,228 weighted average basic common shares outstanding in the fiscal 2017 second quarter. For the first six months of fiscal 2018 , we reported a net loss of approximately $3.0 million or $0.05 per share on 65,685,034 weighted average basic common shares outstanding compared with a net loss of $5.2 million or $0.08 per share on 62,504,868 weighted average basic common shares outstanding in the first six months of fiscal 2017 . Net loss for the second quarter of fiscal 2018 includes interest expense of $898,000 . Net loss for the second quarter of fiscal 2017 includes executive and management transition costs of $572,000 and interest expense of $1.3 million .
Net loss for the first six months of fiscal 2018 includes executive and management transition costs of $1.0 million , contract termination costs of $753,000 and interest expense of $1.9 million . Net loss for the first six months of fiscal 2017 includes executive and management transition costs of $1.1 million , interest expense of $2.8 million and a loss on debt extinguishment of $913,000 .
For the second quarters of fiscal 2018 and fiscal 2017 , net loss reflects an income tax provision of $20,000 and $209,000 . The income tax provision included a non-cash tax charge of $0 and $197,000 for the second quarters of fiscal 2018 and fiscal 2017 , relating to changes in our long-term deferred tax liability related to the tax amortization of our previously owned indefinite-lived intangible FCC license asset that was not available to offset existing deferred tax assets in determining changes to our income tax valuation allowance. The remaining income tax provision for both quarters relates to state income taxes payable on certain income for which there is no loss carryforward benefit available. During the fourth quarter of fiscal 2017, we sold our indefinite-lived intangible FCC license asset in connection with the sale of our television broadcast station, WWDP(TV).
For the first six months of fiscal 2018 and fiscal 2017 , net loss reflects an income tax provision of $40,000 and $418,000 , which included a non-cash expense charge of $0 and $394,000 relating to changes in our long-term deferred tax liability related to the tax amortization of our previously owned indefinite-lived intangible FCC license asset as discussed above.
We have not recorded any income tax benefit on previously recorded net losses due to the uncertainty of realizing income tax benefits in the future as indicated by our recording of an income tax valuation allowance. Based on our recent history of losses, a full valuation allowance has been recorded and was calculated in accordance with GAAP, which places primary importance on our most recent operating results when assessing the need for a valuation allowance. We will continue to maintain a valuation allowance against our net deferred tax assets, including those related to net operating loss carryforwards, until we believe it is more likely than not that these assets will be realized in the future.
Adjusted EBITDA Reconciliation
Adjusted EBITDA (as defined below) for the fiscal 2018 second quarter was $3.9 million compared with Adjusted EBITDA of $3.5 million for the fiscal 2017 second quarter. For the six-months ended August 4, 2018 , Adjusted EBITDA was $7.2 million compared with Adjusted EBITDA of $6.6 million for the comparable prior year period.

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A reconciliation of the comparable GAAP measure, net loss, to Adjusted EBITDA follows, in thousands:

																	
 	 	For the Three-Month	 	For the Six-Month	
 	 	Periods Ended	 	Periods Ended	
 	 	August 4,
2018	 	July 29,
2017	 	August 4,
2018	 	July 29,
2017	
Net loss	 	$	(40	)	 	$	(1,991	)	 	$	(3,026	)	 	$	(5,187	)	
Adjustments:	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	2,515		 	2,655		 	5,135		 	5,259		
Interest income	 	(9	)	 	(2	)	 	(16	)	 	(4	)	
Interest expense	 	898		 	1,313		 	1,924		 	2,808		
Income taxes	 	20		 	209		 	40		 	418		
EBITDA (as defined)	 	$	3,384		 	$	2,184		 	$	4,057		 	$	3,294		
 	 	 	 	 	 	 	 	 	
A reconciliation of EBITDA to Adjusted EBITDA is as follows:	 	 	 	 	 	 	 	 	
EBITDA (as defined)	 	$	3,384		 	$	2,184		 	$	4,057		 	$	3,294		
Adjustments:	 	 	 	 	 	 	 	 	
Executive and management transition costs	 	—		 	572		 	1,024		 	1,078		
Contract termination costs	 	—		 	—		 	753		 	—		
Loss on debt extinguishment	 	—		 	—		 	—		 	913		
Non-cash share-based compensation expense	 	538		 	746		 	1,358		 	1,267		
Adjusted EBITDA (a)	 	$	3,922		 	$	3,502		 	$	7,192		 	$	6,552		
(a) EBITDA as defined for this statistical presentation represents net loss for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. We define Adjusted EBITDA as EBITDA excluding non-operating gains (losses), executive and management transition costs, contract termination costs, loss on debt extinguishment and non-cash share-based compensation expense.
We have included the term "Adjusted EBITDA" in our EBITDA reconciliation in order to adequately assess the operating performance of our video and digital businesses and in order to maintain comparability to our analyst’s coverage and financial guidance, when given. Management believes that Adjusted EBITDA allows investors to make a meaningful comparison between our core business operating results over different periods of time with those of other similar companies. In addition, management uses Adjusted EBITDA as a metric measure to evaluate operating performance under our management and executive incentive compensation programs. Adjusted EBITDA should not be construed as an alternative to operating income (loss), net income (loss) or to cash flows from operating activities as determined in accordance with GAAP and should not be construed as a measure of liquidity. Adjusted EBITDA may not be comparable to similarly entitled measures reported by other companies.
Seasonality
Our business is subject to seasonal fluctuation, with the highest sales activity normally occurring during our fourth fiscal quarter of the year, namely November through January. Our business is also sensitive to general economic conditions and business conditions affecting consumer spending. Additionally, our television audience (and therefore sales revenue) can be significantly impacted by major world or domestic television-covering events which attract television viewership and divert audience attention away from our programming.
Critical Accounting Policies and Estimates
A discussion of the critical accounting policies related to accounting estimates and assumptions are discussed in detail in our fiscal 2017 annual report on Form 10-K under the caption entitled "Critical Accounting Policies and Estimates."
Recently Issued Accounting Pronouncements
See Note 2 - “ Basis of Financial Statement Presentation ” in the notes to our condensed consolidated financial statements for a discussion of recent accounting pronouncements.

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Financial Condition, Liquidity and Capital Resources
As of August 4, 2018 , we had cash of $28.1 million and had restricted cash equivalents of $450,000 . Our restricted cash equivalents are generally restricted for a period ranging from 30 to 60 days. In addition, under the PNC Credit Facility, we are required to maintain a minimum of $10 million of unrestricted cash plus unused line availability at all times. As our unused line availability is greater than $10 million at August 4, 2018 , no additional cash is required to be restricted. As of February 3, 2018 , we had cash of $23.9 million and had restricted cash and cash equivalents of $450,000 . For the first six months of fiscal 2018 , working capital decrease d $6.1 million to $95.3 million (see "Cash Requirements" below for additional information on changes in working capital accounts). The current ratio (our total current assets over total current liabilities) was 2.0 at August 4, 2018 and 2.1 at February 3, 2018 .
Sources of Liquidity
Our principal source of liquidity is our available cash and our additional borrowing capacity under our revolving credit facility with PNC Bank, N.A. ("PNC"), a member of The PNC Financial Services Group, Inc. As of August 4, 2018 , we had cash of $28.1 million and additional borrowing capacity of $23.3 million . Our cash was held in bank depository accounts primarily for the preservation of cash liquidity.
PNC Credit Facility
On February 9, 2012, we entered into a credit and security agreement (as amended through July 27, 2018, the "PNC Credit Facility") with PNC, as lender and agent. The PNC Credit Facility, which includes CIBC Bank USA (formerly known as The Private Bank) as part of the facility, provides a revolving line of credit of $90.0 million and provides for a term loan on which we had originally drawn to fund improvements at our distribution facility in Bowling Green, Kentucky and subsequently to pay down our GACP Term Loan (as defined below). The PNC Credit Facility also provides for an accordion feature that would allow us to expand the size of the revolving line of credit by an additional $25.0 million at the discretion of the lenders and upon certain conditions being met. On July 27, 2018, we entered into the Tenth Amendment to the PNC Credit Facility, which among other things, increased the term loan by $5,821,000 , extended the term of the PNC Credit Facility from March 21, 2022 to July 27, 2023 , and decreased the interest rate margins. The term loan increase was used to reduce borrowings under the revolving line of credit.
All borrowings under the PNC Credit Facility mature and are payable on July 27, 2023 . Subject to certain conditions, the PNC Credit Facility also provides for the issuance of letters of credit in an aggregate amount up to $6.0 million which, upon issuance, would be deemed advances under the PNC Credit Facility. Maximum borrowings and available capacity under the revolving line of credit under the PNC Credit Facility are equal to the lesser of $90.0 million or a calculated borrowing base comprised of eligible accounts receivable and eligible inventory.
The revolving line of credit under the PNC Credit Facility bears interest at either a Base Rate or LIBOR plus a margin consisting of between 1% and 2% on Base Rate advances and 2% and 3% on LIBOR advances based on our trailing twelve-month reported leverage ratio (as defined in the PNC Credit Facility) measured semi-annually as demonstrated in our financial statements. The term loan bears interest at either a Base Rate or LIBOR plus a margin consisting of between 2% and 3% on Base Rate term loans and 3% to 4% on LIBOR Rate term loans based on our leverage ratio measured annually as demonstrated in our audited financial statements.
As of August 4, 2018 , we had borrowings of $49.9 million under our revolving line of credit. As of August 4, 2018 , the term loan under the PNC Credit Facility had $19.0 million outstanding, of which $2.7 million was classified as current in the accompanying balance sheet. Remaining available capacity under the revolving credit facility as of August 4, 2018 was approximately $23.3 million , which provided liquidity for working capital and general corporate purposes. In addition, as of August 4, 2018 , our unrestricted cash plus unused line availability was $51.4 million , we were in compliance with applicable financial covenants of the PNC Credit Facility and expect to be in compliance with applicable financial covenants over the next twelve months.
Principal borrowings under the modified term loan are to be payable in monthly installments over an 84 -month amortization period commencing on September 1, 2018 and are also subject to mandatory prepayment in certain circumstances, including, but not limited to, upon receipt of certain proceeds from dispositions of collateral. Borrowings under the term loan are also subject to mandatory prepayment in an amount equal to fifty percent ( 50% ) of excess cash flow for such fiscal year, with any such payment not to exceed $2.0 million in any such fiscal year.
The PNC Credit Facility contains customary covenants and conditions, including, among other things, maintaining a minimum of unrestricted cash plus unused line availability of $10.0 million at all times and limiting annual capital expenditures. Certain financial covenants, including minimum EBITDA levels (as defined in the PNC Credit Facility) and a minimum fixed charge coverage ratio of 1.1 to 1.0 , become applicable only if unrestricted cash plus unused line availability falls below $10.8 million . In addition, the PNC Credit Facility places restrictions on our ability to incur additional indebtedness or prepay existing

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indebtedness, to create liens or other encumbrances, to sell or otherwise dispose of assets, to merge or consolidate with other entities, and to make certain restricted payments, including payments of dividends to common shareholders.
Prepayment on Great American Capital Partners Term Loan
During fiscal 2017, we fully retired our term loan with GACP Finance Co., LLC ("GACP"), with voluntary principal prepayments of $9.5 million , $2.5 million and $3.5 million on March 21, 2017, October 18, 2017 and December 6, 2017. We recorded a loss on debt extinguishment of $913,000 during the first six months of fiscal 2017 for the portion of debt extinguished on March 21, 2017. The loss on debt extinguishment for the first six months of fiscal 2017 includes early termination and lender fees of $199,000 and a write-off of unamortized debt issuance costs of $714,000 , which represents the proportionate amount of unamortized debt issuance costs attributable to the settled debt.
Sale of Boston Television Station, WWDP
On August 28, 2017, we entered into two agreements with unrelated parties to sell our Boston television station, WWDP, including our FCC broadcast license, for an aggregate of $13.5 million . During the fiscal 2017 fourth quarter, we closed on an asset purchase agreement to sell substantially all of the assets primarily related to our television broadcast station, WWDP(TV), Norwell, Massachusetts. We used the proceeds received from the transaction to pay off the remaining amounts due under the GACP Term Loan, with the remaining proceeds used for general working capital purposes. As of August 4, 2018 , $667,000 of the sales price remained in escrow pending WWDP(TV) being carried by certain distribution carriers. We have not recorded any additional gain relating to the remaining escrow amount and will not record the remaining gain until the contingency is resolved.
Other
Our ValuePay program is an installment payment program which allows customers to pay by credit card for certain merchandise in two or more equal monthly installments. Another potential source of near-term liquidity is our ability to increase our cash flow resources by reducing the percentage of our sales offered under our ValuePay installment program or by decreasing the length of time we extend credit to our customers under this installment program. However, any such change to the terms of our ValuePay installment program could impact future sales, particularly for products sold with higher price points. Please see "Cash Requirements" below for further discussion of our ValuePay installment program.
Cash Requirements
Currently, our principal cash requirements are to fund our business operations, which consist primarily of purchasing inventory for resale, funding accounts receivable, funding our basic operating expenses, particularly our contractual commitments for cable and satellite programming distribution, and the funding of necessary capital expenditures. We closely manage our cash resources and our working capital. We attempt to manage our inventory receipts and reorders in order to ensure our inventory investment levels remain commensurate with our current sales trends. We also monitor the collection of our credit card and ValuePay installment receivables and manage our vendor payment terms in order to more effectively manage our working capital which includes matching cash receipts from our customers, to the extent possible, with related cash payments to our vendors. ValuePay remains a cost effective promotional tool for us. We continue to make strategic use of our ValuePay program in an effort to increase sales and to respond to similar competitive programs.
We also have significant future commitments for our cash, primarily payments for cable and satellite program distribution obligations and the eventual repayment of our credit facilities. We believe that our existing cash balances, together with our availability under the PNC Credit Facility, will be sufficient to fund our normal business operations over the next twelve months. As of February 3, 2018 we had contractual cash obligations and commitments, primarily with respect to our cable and satellite agreements and payments required under our PNC Credit Facility and operating leases, totaling approximately $315.0 million over the next five fiscal years.
For the six months ended August 4, 2018 , net cash provided by operating activities totaled $13.5 million compared to net cash provided by operating activities of approximately $6.3 million for the comparable fiscal 2017 period. Net cash provided by operating activities for the fiscal 2018 and 2017 periods reflects net loss, as adjusted for depreciation and amortization, share-based payment compensation, amortization of deferred revenue, amortization of deferred financing costs, loss on debt extinguishment and long-term deferred income taxes. In addition, net cash provided by operating activities for the six months ended August 4, 2018 reflects decreases in accounts receivable and inventories, partially offset by an increase in prepaid expenses and other and a decrease in accounts payable and accrued liabilities.
Accounts receivable decreased during the first six months of fiscal 2018 as a result of collections made on outstanding receivables balances resulting from our seasonal high fourth quarter. Inventories decreased primarily as a result of disciplined management of overall working capital components commensurate with sales. Accounts payable and accrued liabilities decreased during the first six months of fiscal 2018 primarily due to a decrease in accrued inventory as a result of the timing of payments made to vendors and lower inventory levels, a decrease in accrued cable distribution fees due to timing of payments, and a decrease

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in freight payables, The accounts payable and accrued liabilities decrease was partially offset by an increase in our merchandise return reserve, which resulted from the adoption of Revenue from Contracts with Customers, Topic 606 (ASU 2014-09), whereby estimated merchandise returns are presented as both an asset (equal to the inventory value expected to be returned) and a corresponding return liability (equal to the full amount expected to be refunded). Under legacy accounting practice, the estimated merchandise returns liability was presented on a net basis. Prepaid expenses and other increased primarily as a result of the adoption of ASU 2014-09 (as described above), whereby an asset is now presented for the estimated inventory fair value expected to be returned.
Net cash used for investing activities totaled $4.1 million for the first six months of fiscal 2018 compared to net cash used for investing activities of $6.3 million for the comparable fiscal 2017 period. For the six months ended August 4, 2018 and July 29, 2017 , expenditures for property and equipment were approximately $4.1 million and $6.3 million . Capital expenditures made during the periods presented relate primarily to expenditures made for the upgrades in our customer service call routing technology, development, upgrade and replacement of computer software, order management, merchandising and warehouse management systems, related computer equipment, digital broadcasting equipment, including high definition equipment, and other office equipment, warehouse equipment and production equipment. Principal future capital expenditures are expected to include: the development, upgrade and replacement of various enterprise software systems; equipment improvements and technology upgrades at our distribution facility in Bowling Green, Kentucky; security upgrades to our information technology; the upgrade of television production and transmission equipment; and related computer equipment associated with the expansion of our television shopping business and digital commerce initiatives.
Net cash used for financing activities totaled $5.2 million for the six months ended August 4, 2018 and related primarily to principal payments on the PNC revolving loan of $121.4 million , principal payments on our PNC term loan of $969,000 , tax payments for restricted stock unit issuances of $127,000 and payments for deferred financing costs of $58,000 , partially offset by proceeds from the PNC revolving loan of $111.4 million , proceeds from the PNC term loan of $5.8 million and proceeds from the exercise of stock options of $111,000 . Net cash used for financing activities totaled $10.7 million for the six months ended July 29, 2017 and related primarily to principal payments on the PNC revolving loan of $14.9 million , principal payments on term loans of $11.1 million , payments for the repurchase of common stock of $5.1 million , payments for common stock issuance costs of $357,000 , payments for deferred financing costs of $220,000 , payments for debt extinguishment costs of $199,000 and tax payments for restricted stock unit issuances of $37,000 , partially offset by proceeds from the PNC revolving loan of $10.5 million , proceeds from the PNC term loan of $6.0 million , proceeds from the issuance of common stock and warrants of $4.6 million and proceeds from the exercise of stock options of $29,000 .

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not enter into financial instruments for trading or speculative purposes and do not currently utilize derivative financial instruments as a hedge to offset market risk. Our operations are conducted primarily in the United States and are not subject to foreign currency exchange rate risk. Some of our products are sourced internationally and may fluctuate in cost as a result of foreign currency swings; however, we believe these fluctuations have not been significant. Our credit facility has exposure to interest rate risk; changes in market interest rates could impact the level of interest expense and income earned on our cash portfolio.

ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report, management conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
We are involved from time to time in various claims and lawsuits in the ordinary course of business, including claims related to products, product warranties, employment, intellectual property and consumer protection matters. In the opinion of management, none of the claims and suits, either individually or in the aggregate will have a material adverse effect on our operations or consolidated financial statements.
    
ITEM 1A. RISK FACTORS
See Part I. Item 1A., "Risk Factors," of EVINE Live Inc.'s Annual Report on Form 10-K for the year ended February 3, 2018 , for a detailed discussion of the risk factors affecting the Company. There have been no material changes from the risk factors described in the annual report with the exception of the items noted below.
We rely on a limited number of independent shipping companies to deliver our merchandise. If our independent shipping companies fail to deliver our merchandise in a timely and accurate manner, our reputation and brand may be damaged. If relationships with our independent shipping companies are terminated, we may experience an increase in delivery costs.
We rely on a limited number of shipping companies to deliver inventory to us and completed orders to our customers. If we are not able to negotiate acceptable terms with these companies or they experience performance problems or other difficulties, it could negatively impact our operating results and customer experience. In addition, our ability to receive inbound inventory efficiently and ship completed orders to customers also may be negatively affected by inclement weather, fire, flood, power loss, earthquakes, labor disputes, acts of war or terrorism, acts of God, and similar factors.
One of our primary independent shipping companies, United Parcel Services, Inc. ("UPS"), is currently in the process of negotiating a new collective bargaining agreement and reached a tentative agreement in July 2018. The collective bargaining agreement was extended past its expiration of July 31, 2018 to finalize negotiations. Any strike, work stoppage or slowdown at UPS could cause significant delays in our product shipments, a loss of sales and/or an increase in delivery costs.
If the implementation and installation of new customer call routing technology were to be delayed or not be successful, we could experience disruptions in our; call centers, order capture operations, and communications with our customers, which could materially and adversely impact our sales and overall operating results.
We are implementing and installing a new call routing technology, which includes interactive voice response, call routing, queuing and parking, and workforce management. The new system is currently expected to be phased in during the third quarter of fiscal 2018. As we transition and implement our upgraded customer call routing technology, risks related to a delayed or problematic implementation could include the following: extended customer wait times, reduced customer orders, dropped calls, a poor customer experience and an increase in our customer service expenses due to inefficient workforce management. If the implementation and installation of our upgraded call routing technology were to be delayed or not be successful, it could have a negative impact on our customer service reputation, among other things. For these reasons, any delays in the implementation or installation of this upgrade could materially and adversely impact our sales and overall operating results.
Trade policies, tariffs, tax or other government regulations that increase the effective price of products manufactured in China or other countries and imported into the United States could have a material adverse effect on our business.
A material percentage of the products that we offer on our television programming and our website are imported by us or our vendors, from China and other countries. Uncertainty with respect to trade policies, tariffs, tax and government regulations affecting trade between the United States, China and other countries has recently increased. Many of our vendors source a large percentage of the products we sell from China and other countries. Major developments in trade relations, such as the imposition of tariffs on imported products, could have a material adverse effect on our financial results and business.
We will be required to collect and remit sales taxes in more states and we may be subject to claims for potential uncollected amounts.
On June 21, 2018, the United States Supreme Court issued a ruling in the South Dakota v. Wayfair, Inc. case which dramatically increased the ability of states to impose sales tax collection responsibilities on remote sellers, including the Company. As a result of this new ruling, the Company will now be required to collect sales tax in any state which passes legislation requiring out of state retailers to collect sales tax even where they have no physical nexus. Adding sales tax to our transactions could negatively impact consumer demand, create a competitive disadvantage (if all retailers are not equally impacted), and create an additional

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costly administrative burden of complying with the collection laws of multiple jurisdictions. While we believe we comply with current state sales tax regulations, a successful assertion by one or more states requiring us to retroactively collect taxes under an "economic nexus" threshold where we currently are not collecting could result in substantial tax liabilities for past sales, as well as penalties and interest.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Dividends
We are restricted from paying dividends on our common stock by the PNC Credit Facility, as discussed in Note 6 - “ Credit Agreements ” in the notes to our condensed consolidated financial statements.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.

ITEM 5. OTHER INFORMATION
None.

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ITEM 6. EXHIBITS

					
Exhibit
No.	 	Description	 	Manner of Filing	
3.1	 	Amended and Restated Articles of Incorporation of the Registrant	 	Incorporated by reference (1)	
 	 	 	 	 	
3.2	 	Amended and Restated By-Laws, as amended	 	Incorporated by reference (2)	
 	 	 	 	 	
3.3	 	Certificate of Designation of Series A Junior Participating Cumulative Preferred Stock of the Registrant	 	Incorporated by reference (3)	
 	 	 	 	 	
10.1	 	Employment Offer Letter, dated May 29, 2018, by and between the Registrant and Anne Martin-Vachon	 	Incorporated by reference (4)	
 	 	 	 	 	
10.2	 	EVINE Live Inc. 2011 Omnibus Incentive Plan, as amended April 23, 2018	 	Incorporated by reference (5)	
 	 	 	 	 	
10.3	 	Tenth Amendment to Revolving Credit, Term Loan and Security Agreement, dated July 27, 2018, among the Registrant, as the lead borrower, certain of its subsidiaries party thereto as borrowers, and PNC Bank National Association, as a lender and agent and certain other lenders	 	Filed herewith	
 	 	 	 	 	
31.1	 	Certification	 	Filed herewith	
 	 	 	 	 	
31.2	 	Certification	 	Filed herewith	
 	 	 	 	 	
32	 	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer	 	Filed herewith	
 	 	 	 	 	
101.INS	 	XBRL Instance Document	 	Filed herewith	
 	 	 	 	 	
101.SCH	 	XBRL Taxonomy Extension Schema	 	Filed herewith	
 	 	 	 	 	
101.CAL	 	XBRL Taxonomy Extension Calculation Linkbase	 	Filed herewith	
 	 	 	 	 	
101.DEF	 	XBRL Taxonomy Extension Definition Linkbase	 	Filed herewith	
 	 	 	 	 	
101.LAB	 	XBRL Taxonomy Extension Label Linkbase	 	Filed herewith	
 	 	 	 	 	
101.PRE	 	XBRL Taxonomy Extension Presentation Linkbase	 	Filed herewith	
____________________

(1)	Incorporated herein by reference to the Registrant's Current Report on Form 8-K, filed on November 18, 2014, File No. 000-20243.	
		
(2)	Incorporated herein by reference to the Registrant's Current Report on Form 8-K, filed on July 7, 2016, File No. 001-37495.	
		
(3)	Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on July 13, 2015, File No. 000-20243.	
		
(4)	Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 7, 2018, File No. 001-37495	
		
(5)	Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 14, 2018, File No. 001-37495	

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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.

		
 	EVINE Live Inc.
 	
September 7, 2018	/s/ ROBERT J. ROSENBLATT	
 	Robert J. Rosenblatt	
 	Chief Executive Officer
(Principal Executive Officer) 	

September 7, 2018	/s/ DIANA G. PURCEL	
 	Diana G. Purcel	
 	Executive Vice President, Chief Financial Officer
(Principal Financial Officer) 	

30

Exhibit 10.3
TENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN
AND SECURITY AGREEMENT

This Tenth Amendment to Revolving Credit, Term Loan and Security Agreement (the “Amendment”) is made this 27 th day of July, 2018 by and among EVINE L IVE I NC . , a Minnesota corporation; V ALUE V ISION I NTERACTIVE , I NC ., a Minnesota corporation; VVI F ULFILLMENT C ENTER , I NC ., a Minnesota corporation; V ALUE V ISION M EDIA A CQUISITIONS , I NC . , a Delaware corporation; V ALUE V ISION R ETAIL , I NC ., a Delaware corporation, N ORWELL T ELEVISION , LLC , a Delaware limited liability company and PW A CQUISITION C OMPANY , LLC , a Minnesota limited liability company (each a “Borrower”, and collectively “Borrowers”); the financial institutions which are now or which hereafter become a party thereto as lenders (the “Lenders”) and PNC B ANK , N ATIONAL A SSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
BACKGROUND
A.      On February 9, 2012, Borrowers, Lenders and Agent entered into, inter alia, that certain Revolving Credit, Term Loan and Security Agreement (as same has been or may be amended, modified, renewed, extended, replaced or substituted from time to time, the “Loan Agreement”) to reflect certain financing arrangements between the parties thereto. The Loan Agreement and all other documents executed in connection therewith to the date hereof are collectively referred to as the “Existing Financing Agreements.” All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement.

B.      The Borrowers have requested and the Agent and the Lenders have agreed to amend certain terms and provisions contained in the Loan Agreement, subject to the terms and conditions of this Amendment.

NOW, THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:
1. Term Loan . Upon the effectiveness of this Amendment, each Lender, severally and not jointly, shall reset the Term Loan by making available to Borrowers an additional Advance thereunder in an amount equal to such Lender’s Commitment Percentage of the principal amount of $5,820,697.82 (“ Term Loan Increase ”). The outstanding principal balance of the Term Loan (including the Term Loan Increase) as of the date hereof is $19,000,000. Notwithstanding anything to the contrary contained in Section 2.4 of the Loan Agreement, the reset balance of the Term Loan shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: commencing on September 1, 2018 and on the first day of each month thereafter in sixty (60) consecutive monthly installments of principal each in the amount of $226,190; followed by a final payment of all unpaid principal and accrued, but unpaid interest due and payable on the last day of the Term. The Term Loan shall be evidenced by one or more secured promissory notes (collectively, the “Amended and

Restated Term Note”) in substantially the form attached hereto as Exhibit 2.4. The Term Loan may consist of Domestic Rate Loans or Eurodollar Rate Loans, or a combination thereof, as Borrowing Agent may request. In the event that Borrowers desire to obtain or extend a Eurodollar Rate Loan or to convert a Domestic Rate Loan to a Eurodollar Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and (d) and the provisions of Sections 2.2(b) through (g) shall apply.

2. Amendment . Upon the Effective Date, the Loan Agreement shall be amended as follows:
(a) Section 1.2 of the Loan Agreement shall be amended by adding the following definition in the correct alphabetical order:

“ In-Transit Credit Card Receipts ” shall mean the obligations owing by a credit card processor to the borrower on account of charges of a Customer prior to the credit card settlement date.
(b) Section 1.2 of the Loan Agreement shall be amended by deleting the following definitions in their entirety and replacing them as follows:

“ Applicable Margin ” shall mean (a) prior to the Adjustment Date (as defined below) an amount equal to the amount set forth in Level II in the chart below and (b) on and after the first Adjustment Date, upon receipt by Agent of the annual financial statements of Borrowers on a Consolidated Basis and related Compliance Certificate for the fiscal year ending on or about January 31, 2019 required under Section 9.7, and thereafter upon receipt of the annual financial statements of Borrowers on a Consolidated Basis and related Compliance Certificate required under Section 9.7 for the most recently ended fiscal year (such first day of the applicable fiscal month after the annual financial statements are due under Section 9.7, an “ Adjustment Date ”), the Applicable Margin for each type of Advance under the Term Loan shall be adjusted, if necessary, to the applicable percent per annum set forth in the pricing table below corresponding to the TTM Leverage Ratio for the trailing four quarter period ending on the last day of the most recently completed fiscal quarter prior to the applicable Adjustment Date:

				
 	TTM Leverage Ratio	APPLICABLE MARGINS FOR DOMESTIC RATE LOANS	APPLICABLE MARGINS FOR EURODOLLAR RATE LOANS	
 	 	Term Loan	Term Loan	
Level I	Less than 3.00	2.0%	3.0%	
Level II	Greater than or equal to 3.00 but less than 4.00	2.5%	3.5%	
Level III	Greater than or equal to 4.00	3.0%	4.0%	

2

If Borrowers shall fail to deliver the financial statements, certificates and/or other information required under Sections 9.7 by the dates required pursuant to such sections, each Applicable Margin shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above until the date of delivery of such financial statements, certificates and/or other information, at which time the rate will be adjusted based upon the TTM Leverage Ratio reflected in such statements. Notwithstanding anything to the contrary contained herein, immediately and automatically upon the occurrence of any Event of Default and during the continuance thereof, each Applicable Margin shall increase to and equal the highest Applicable Margin specified in the pricing table set forth above and shall continue at such highest Applicable Margin until the date (if any) on which such Event of Default shall be cured or waived in accordance with the provisions of this Agreement, at which time the rate will be adjusted based upon the TTM Leverage Ratio reflected on the most recently delivered financial statements and Compliance Certificate delivered by Borrowers to Agent pursuant to Section 9.7. Any increase in interest rates payable by Borrowers under this Agreement and the Other Documents pursuant to the provisions of the foregoing sentence shall be in addition to and independent of any increase in such interest rates resulting from the occurrence of any Event of Default (including, if applicable, any Event of Default arising from a breach of Sections 9.7) and/or the effectiveness of the Default Rate provisions of Section 3.1 hereof.
If, as a result of any restatement of, or other adjustment to, the financial statements of Borrowers on a Consolidated Basis or for any other reason, Agent determines that (a) the TTM Leverage Ratio as previously calculated as of any applicable date for any applicable period was inaccurate, and (b) a proper calculation of the TTM Leverage Ratio for any such period would have resulted in different pricing for such period, then (i) if the proper calculation of the TTM Leverage Ratio would have resulted in a higher interest rate for such period, automatically and immediately without the necessity of any demand or notice by Agent or any other affirmative act of any party, the interest accrued on the applicable outstanding Advances under the Term Loan for such period under the provisions of this Agreement and the Other Documents shall be deemed to be retroactively increased by, and Borrowers shall be obligated to immediately pay to Agent for the ratable benefit of Lenders an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (ii) if the proper calculation of the TTM Leverage Ratio would have resulted in a lower interest rate for such period, then the interest accrued on the applicable outstanding Advances for such period under the provisions of this Agreement and the Other Documents shall be deemed to be retroactively decreased by, and Agent and Lenders shall apply a credit to Borrowers’ account in an amount equal to the excess of the amount of interest that was actually paid for such

3

period over the amount of interest that should have been paid for such period; provided, that, if as a result of any restatement or other event or other determination by Agent a proper calculation of the TTM Leverage Ratio would have resulted in a higher interest rate for one or more periods and a lower interest rate for one or more other periods (due to the shifting of income or expenses from one period to another period or any other reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amounts of interest actually paid for such periods.
“ EBITDA ” shall mean for any period the sum of (i) Earnings Before Interest and Taxes for such period, plus (ii) without duplication and to the extent such amounts reduced net income of the Borrowers on a Consolidated Basis for such period (a) depreciation expenses for such period, plus (b) amortization expenses for such period, plus (c) non-cash equity based compensation expenses incurred by Borrowers for such period, plus (d) expenses actually incurred related to shareholder response costs, fees, charges and legal expenses incurred and paid for by Borrowers during the fiscal year ended on or about January 31, 2015 not to exceed $3,517,000 and the related management changes expenses incurred and paid during such period, not to exceed $5,520,000, in the aggregate not to exceed $9,037,000 plus (e) expenses actually incurred related to management changes incurred and paid for by Borrowers during the fiscal year ended on or about January 31, 2016 not to exceed $3,600,000 in the aggregate plus (f) non-cash losses incurred by Borrowers during such period in connection with the sale of Norwell’s premises located at 2 Bert Drive, #4, West Bridgewater, Massachusetts and the MA Personal Property plus (g) non-cash impairment charges and non-cash write-downs for such period plus (h) expenses actually incurred related to executive transitions incurred by Borrowers during the fiscal year ending on or about January 31, 2017 not to exceed $4,200,000 in the aggregate plus (i) expenses actually incurred related to upgrades made to the Bowling Green, Kentucky expansion project incurred and paid for by Borrowers during the fiscal year ending on or about January 31, 2017 not to exceed $425,000 in the aggregate plus (j) an amount equal to the lesser of (1) 10% of EBITDA for such period and (2) $2,000,000 incurred and paid during any fiscal year for restructuring, one-time or unusual expenses acceptable to Agent in its Permitted Discretion.

“ Maximum Term Loan Amount ” shall mean $19,000,000.

“ Revolving Applicable Margin ” shall mean (a) prior to the Revolving Adjustment Date (as defined below) an amount equal to the amounts set forth in Level II in the chart below, and (b) on and after the first Revolving Adjustment Date, upon receipt of the financial statements of Borrowers on a Consolidated Basis and related Compliance Certificate required under Section

4

9.7 or 9.8, as applicable, for the fiscal quarters or fiscal years, as applicable, ending on or about January 31 and July 31 of each year (such first day of the applicable fiscal month after the quarterly or audited financial statements are due under Section 9.7 or 9.8, as applicable, a “ Revolving Adjustment Date ”), the Revolving Applicable Margin for each type of Revolving Advance shall be adjusted, if necessary, to the applicable percent per annum set forth in the pricing table below corresponding to the TTM Leverage Ratio for the trailing four quarter period ending on the last day of the most recently completed fiscal quarter prior to the applicable Revolving Adjustment Date:

				
 	TTM Leverage Ratio	APPLICABLE MARGINS FOR DOMESTIC RATE LOANS	APPLICABLE MARGINS FOR EURODOLLAR RATE LOANS	
 	 	Revolving Advances	Revolving Advances	
Level I	Less than 3.00	1.0%	2.0%	
Level II	Greater than or equal to 3.00 but less than 4.00	1.5%	2.5%	
Level III	Greater than or equal to 4.00	2.0%	3.0%	

If Borrowers shall fail to deliver the financial statements, certificates and/or other information required under Section 9.7 or 9.8, as applicable, by the date required pursuant to such section, each Revolving Applicable Margin shall be conclusively presumed to equal the highest Revolving Applicable Margin specified in the pricing table set forth above until the date of delivery of such financial statements, certificates and/or other information, at which time the rate will be adjusted based upon the TTM Leverage Ratio reflected in such statements. Notwithstanding anything to the contrary contained herein, Agent shall have the right upon the occurrence of any Event of Default and during the continuance thereof, to increase each Revolving Applicable Margin to equal the highest Revolving Applicable Margin specified in the pricing table set forth above and shall continue at such highest Revolving Applicable Margin until the date (if any) on which such Event of Default shall be cured or waived in accordance with the provisions of this Agreement, at which time the rate will be adjusted based upon the TTM Leverage Ratio reflected on the most recently delivered financial statements and Compliance Certificate delivered by Borrowers to Agent pursuant to Section 9.7 or 9.8, as applicable. Any increase in interest rates payable by Borrowers under this Agreement and the Other Documents pursuant to the provisions of the foregoing sentence shall be in addition to and independent of any increase in such interest rates resulting from the occurrence of any Event of Default (including, if applicable, any Event of Default arising from a breach of Section 9.7 or 9.8, as applicable) and/or the effectiveness of the Default Rate provisions of Section 3.1 hereof.

5

If, as a result of any restatement of, or other adjustment to, the financial statements of Borrowers on a Consolidated Basis or for any other reason, Agent determines that (a) the TTM Leverage Ratio as previously calculated as of any applicable date for any applicable period was inaccurate, and (b) a proper calculation of the TTM Leverage Ratio for any such period would have resulted in different pricing for such period, then (i) if the proper calculation of the TTM Leverage Ratio would have resulted in a higher interest rate for such period, automatically and immediately without the necessity of any demand or notice by Agent or any other affirmative act of any party, the interest accrued on the applicable outstanding Revolving Advances for such period under the provisions of this Agreement and the Other Documents shall be deemed to be retroactively increased by, and Borrowers shall be obligated to immediately pay to Agent for the ratable benefit of Lenders an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (ii) if the proper calculation of the TTM Leverage Ratio would have resulted in a lower interest rate for such period, then the interest accrued on the applicable outstanding Revolving Advances for such period under the provisions of this Agreement and the Other Documents shall be deemed to be retroactively decreased by, and Agent and Lenders shall apply a credit to Borrowers’ account in an amount equal to the excess of the amount of interest that was actually paid for such period over the amount of interest that should have been paid for such period; provided, that, if as a result of any restatement or other event or other determination by Agent a proper calculation of the TTM Leverage Ratio would have resulted in a higher interest rate for one or more periods and a lower interest rate for one or more other periods (due to the shifting of income or expenses from one period to another period or any other reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amounts of interest actually paid for such periods.
“ TTM Leverage Ratio ” shall mean as of the date of any determination, the ratio of Borrowers’ Funded Debt (minus the aggregate amount of unrestricted cash held by Borrowers in Blocked Accounts or Depository Accounts established at the Agent) to EBITDA for the trailing twelve month period.
(c) Section 2.1 of the Loan Agreement shall be deleted in its entirety and replaced as follows:

2.1 Revolving Advances .

(a) Amount of Revolving Advances . Subject to the terms and conditions set forth in this Agreement including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts

6

outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit and (y) an amount equal to the sum of:
(i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Consumer Receivables, plus
(ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory and Eligible T-Mobile Inventory, and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory and Eligible T-Mobile Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its Permitted Discretion, as more particularly described in the Borrowing Base Certificate) (as applicable, the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), plus
(iii) up to $1,500,000 of In-transit Credit Card Receipts, minus
(iv) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus
(v) such reserves, including a dilution reserve only to the extent that the Borrowers’ average dilution (the Borrower’s rolling 12-month average return rate) exceeds 5.0%, as Agent may reasonably deem proper and necessary in its Permitted Discretion from time to time (it being understood that no dilution reserve shall be imposed if Borrower’s average dilution does not exceed 5.0%).
The amount derived from the sum of (x) Sections 2.1(a)(y)(i)-(iii) minus (y) Sections 2.1(a)(y)(iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).
(d) Section 6.5(d) of the Loan Agreement shall be deleted in its entirety and replaced as follows:

(d) Capital Expenditures . Contract for, purchase or make any expenditure or commitments for Capital Expenditures in any fiscal year in the aggregate amount for all Borrowers in excess of the amount corresponding to such fiscal year as shown below:

		
Fiscal year ending on or about January 31, 2018 and each fiscal year thereafter	$12,000,000 plus any amount by which EBITDA for the prior fiscal year exceeds $15,000,000	

7

; provided that any equity funds raised by Borrowers and used towards Capital Expenditures shall be excluded from the Capital Expenditures calculation for any fiscal year.

(e) Section 7.7 of the Loan Agreement shall be deleted in its entirety and replaced as follows:

7.7      Dividends . Pay or make any distribution on any Equity Interest of any Borrower or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or of any options to purchase or acquire any such Equity Interest of any Borrower (other than any such distribution or payment to a Borrower), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) any Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other Equity Interests (other than Disqualified Stock) of such Person; (b) Evine may make payments for withholding taxes to the extent required in connection with the exercise of employee stock options in exchange for common stock of any such Person pursuant to any net exercise provision described in the documents governing such stock options in an amount not to exceed $250,000 in any year; and (c) so long as Borrowers’ have Undrawn Availability of not less than $25,000,000 both prior to and after giving effect to such payment, repurchase stock of Evine in an amount not to exceed $3,000,000 in the aggregate during the Term.

(f) Section 9.2 of the Loan Agreement shall be deleted in its entirety and replaced as follows:

9.2     Schedules . Deliver to Agent (i) on or before the twentieth (20th) day of each month as and for the prior month (a) accounts receivable ageings inclusive of reconciliations to the general ledger, (b) accounts payable schedules inclusive of reconciliations to the general ledger (including ageing of accrued cable access fees included in accounts payable), (c) Inventory reports (including breakout by category), (d) monthly reporting of the prior month’s Average FICO Score and (e) a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement), provided that Agent may require Borrowing Base Certificates on a weekly basis in its reasonable discretion; and (ii) each week, (1) summary Inventory reports (including breakout by category), (2) reporting of weekly sales, collections and credits, (3) a Value Pay Plan ageing summary and (4) updated In-transit Credit Card Receipts for

8

the prior week. In addition, each Borrower will deliver to Agent at such intervals as Agent may reasonably require: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may reasonably require including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent and executed by each Borrower and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and any Borrower’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral.

(g) Section 13.1 of the Loan Agreement shall be deleted in its entirety and replaced as follows:

13.1     Term.  This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until July __, 2023 (the “Term”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon ten (10) Business Days’ prior written notice and upon payment in full of the Obligations other than contingent indemnification Obligations for which no claim has been asserted and Letters of Credit to the extent such Letters of Credit have been cash collateralized.

3. Representations and Warranties . Each of the Borrowers hereby:
(a)      reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that after giving effect to any updated schedules all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date);
(b)      reaffirms all of the covenants contained in the Loan Agreement, covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers and Guarantor to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders;
(c)      represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements;
(d)      represents and warrants that it has the authority and legal right to execute,

9

deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and
(e)      represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.
4. Conditions Precedent/Effectiveness Conditions . This Amendment shall be effective upon the occurrence of the following conditions precedent, each in form and substance satisfactory to Agent (the “Effective Date”):

(a) Agent’s receipt of this Amendment fully executed by the Borrowers;

(b) Agent’s receipt, for the benefit of the Lenders, of an amendment fee in the amount of $58,207, in immediately available funds, which fee shall be fully earned as of the date of this Amendment, non-refundable and not subject to pro-ration; and

(c) Agent’s receipt of fully executed Amended and Restated Term Loan Notes (“Notes”);

(d) Agent shall have received a secretary and incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, a certificate of no change to the organizational documents of each Borrower, and authorizing resolutions of each Borrower authorizing the execution of this Amendment and the Notes and the transactions contemplated herein;

(e) Agent shall have received the executed legal opinion of Faegre Baker Daniels, LLP, in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Amendment as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

(f) Agent shall have received Uniform Commercial Code, judgment and state and federal tax lien searches against Borrowers showing no Liens on any of the Collateral, other than Permitted Encumbrances;

(g) Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the Effective Date, stating that (i) all representations and warranties set forth in the Loan Agreement and the Other Documents are true and correct in all material respects on and as of such date after giving effect to the updated schedules, except to the

10

extent such representation or warranty was expressly made as of an earlier date, in which case, such representation and warranty was true and correct in all material respects on and as of such earlier date, (ii) each Borrower is on such date in compliance in all material respects with all the terms and provisions set forth in the Loan Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing; and

(h) Agent’s receipt of such other documents as Agent or counsel to Agent may reasonably request.

5. Further Assurances . Each of the Borrowers hereby agrees to take all such actions and to execute and/or deliver to Agent and Lenders all such documents, assignments, financing statements and other documents, as Agent and Lenders may reasonably require from time to time, to effectuate and implement the purposes of this Amendment.

6. Payment of Expenses . Borrowers shall pay or reimburse Agent and Lenders for its reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto.

7. Reaffirmation of Loan Agreement . Except as modified by the terms hereof, all of the terms and conditions of the Loan Agreement, as amended, and all other of the Existing Financing Agreements are hereby reaffirmed and shall continue in full force and effect as therein written.

8. [Reserved] .

9. Miscellaneous .

(a) Third Party Rights . No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental beneficiary.

(b) Headings . The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(c) Modifications . No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(d) Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York.

(e) Counterparts . This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission or PDF shall be deemed to be an original signature hereto.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

[SIGNATURE PAGE TO TENTH AMENDMENT]

	
			
BORROWERS:	EVINE LIVE INC.	
 	 	 	
 	By:	/s/ DIANA PURCEL	
 	Name:	Diana Purcel	
 	Title:	Chief Financial Officer	
 	 	 	
 	VALUEVISION INTERACTIVE, INC.	
 	 	 	
 	By:	/s/ DIANA PURCEL	
 	Name:	Diana Purcel	
 	Title:	CEO and President	
 	 	 	
 	VVI FULFILLMENT CENTER, INC.	
 	 	 	
 	By:	/s/ DIANA PURCEL	
 	Name:	Diana Purcel	
 	Title:	CEO and President	
 	 	 	
 	VALUEVISION MEDIA ACQUISITIONS, INC.	
 	 	 	
 	By:	/s/ DIANA PURCEL	
 	Name:	Diana Purcel	
 	Title:	CEO and President	
 	 	 	
 	VALUEVISION RETAIL, INC.	
 	 	 	
 	By:	/s/ DIANA PURCEL	
 	Name:	Diana Purcel	
 	Title:	CEO and President	
 	 	 	
 	NORWELL TELEVISION, LLC	
 	 	 	
 	By:	/s/ DIANA PURCEL	
 	Name:	Diana Purcel	
 	Title:	CEO and President	
 	 	 	
 	PW ACQUISITION COMPANY LLC	
 	 	 	
 	By:	/s/ DIANA PURCEL	
 	Name:	Diana Purcel	
 	Title:	CEO and President	

[SIGNATURE PAGE TO TENTH AMENDMENT]

	
			
AGENT:	PNC BANK, NATIONAL ASSOCIATION,	
 	as Lender and Agent	
 	 	 	
 	By:	/s/ SHERRY WINICK	
 	 	Sherry Winick, Vice President	
 	 	 	
 	Address: 200 South Wacker Drive, Suite 600	
 	Chicago, Illinois 60606	

LENDERS:	PNC BANK, NATIONAL ASSOCIATION,	
 	as Lender and Agent	
 	 	 	
 	By:	/s/ SHERRY WINICK	
 	 	Sherry Winick, Vice President	
 	 	 	
 	Revolving Commitment Percentage: 77.0%	
 	Term Loan Commitment Percentage: 77.0%	
 	 	 	
 	CIBC BANK USA f/k/a THE PRIVATEBANK AND TRUST COMPANY, as Lender	
 	 	 	
 	By:	/s/ RICHARD PIERCE	
 	Name:	Richard Pierce	
 	Title:	Managing Director	
 	 	 	
 	Revolving Commitment Percentage: 23.0%	
 	Term Loan Commitment Percentage: 23.0%	

[SIGNATURE PAGE TO TENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

Exhibit 31.1
CERTIFICATION
I, Robert J. Rosenblatt, certify that:
		
1.	I have reviewed this report on Form 10-Q of EVINE Live Inc.;	
		
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
		
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
		
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
		
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
		
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
		
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
		
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and	
		
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):	
		
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	
		
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.	

Date: September 7, 2018

	
/s/ ROBERT J. ROSENBLATT	
Robert J. Rosenblatt	
Chief Executive Officer
(Principal Executive Officer) 	

Exhibit 31.2
CERTIFICATION
I, Diana G. Purcel, certify that:
		
1.	I have reviewed this report on Form 10-Q of EVINE Live Inc.;	
		
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
		
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
		
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
		
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
		
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
		
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
		
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and	
		
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):	
		
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	
		
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.	

Date: September 7, 2018

	
/s/ DIANA G. PURCEL	
Diana G. Purcel	
Executive Vice President, Chief Financial Officer
(Principal Financial Officer) 	

Exhibit 32
CERTIFICATION OF THE CHIEF EXECUTIVE AND FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of EVINE Live Inc., a Minnesota corporation (the "Company"), for the quarter ended August 4, 2018 , as filed with the Securities and Exchange Commission on or about the date hereof (the "Report"), the undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge:
		
•	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
		
•	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

     A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

	
			
Date:	September 7, 2018	/s/ ROBERT J. ROSENBLATT	
 	 	Robert J. Rosenblatt	
 	 	Chief Executive Officer	
 	 	 	
Date:	September 7, 2018	/s/ DIANA G. PURCEL	
 	 	Diana G. Purcel	
 	 	Executive Vice President, Chief Financial Officer