Evine investor presentation november 2016

1. Investor Presentation
November 2016

2. 2
This document may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be
identified by words such as anticipate, believe, estimate, expect, intend, predict, hope, should, plan, will or similar expressions. Any statements contained herein that are
not statements of historical fact may be deemed 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): consumer preferences, 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; pricing and
gross sales margins; the level of cable and satellite distribution for our programming and the associated fees; 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 relationships and develop key
partnerships and proprietary brands; our ability to manage our operating expenses successfully and our working capital levels; our ability to remain compliant with our
credit facilities covenants; our ability to successfully transition our brand name and corporate name; customer acceptance of our new branding strategy and our
repositioning as a digital commerce company; the market demand for television station sales; changes to our management and information systems infrastructure;
challenges to our data and information security; changes in governmental or regulatory requirements; litigation or governmental proceedings affecting our operations;
significant public events that are difficult to predict, or other significant television-covering events causing an interruption of television coverage or that directly compete
with the viewership of our programming; our ability to obtain and retain key executives and employees; our ability to attract new customers and retain existing customers;
changes in shipping costs; our ability to offer new or innovative products and customer acceptance of the same; changes in customers viewing habits of television
programming; and the risks identified under “Risk Factors” in our recently filed Form 10-K and any additional risk factors identified in our periodic reports since the date of
such Form 10-K. More detailed information about those factors is set forth in our filings with the Securities and Exchange Commission, 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 announcement. 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.
Adjusted EBITDA
EBITDA represents net income (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); activist shareholder response costs; executive and management transition costs; fulfillment center
consolidation and technology upgrade costs; Shareholder Rights Plan costs 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 television and online businesses and in order to maintain
comparability to our analyst's coverage and financial guidance, when given. Management believes that the term Adjusted EBITDA allows investors to make a more
meaningful comparison between our business operating results over different periods of time with those of other similar companies. In addition, management uses
Adjusted EBITDA as a metric 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 generally accepted
accounting principles and should not be construed as a measure of liquidity. Adjusted EBITDA may not be comparable to similarly entitled measures reported by other
companies. We have included a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, on Slide 12 of this
presentation.
Data in this presentation may be unaudited.
Percentage changes represent Q2 2016 as compared to Q2 2015.
Forward Looking Statements and Non-GAAP Measures

3. Company: Evine Live, Inc.
Headquarters: Eden Prairie, MN
Fulfillment Center: Bowling Green, KY
Employees: 1,250
Exchange / Ticker: NASDAQ.GS / EVLV
Market Cap. (11/1/16): $120 million
2015 Revenue: $693.3 million
2015 Adj. EBITDA: $9.2 million
 Digital commerce company with long-term
distribution contracts in 88 million cable and
satellite television homes
 Merges entertainment with shopping via TV,
online, and mobile devices; creating an
interactive, and community-driven environment
 Recent transaction with fashion and
entertainment industry icons Tommy Hilfiger,
Tommy Mottola and Morris Goldfarb
 New leadership team with refocused strategic
plan designed to build shareholder value
3
Company Overview

4. Bob Rosenblatt
Chief Executive Officer
40 years experience:
• Tommy Hilfiger
• HSN
• Bloomingdale’s
• Boards (Ideeli.com,
RetailNext,
Newgistics)
Tim Peterman
CFO & Head of
Operations, CPA
25 years experience:
• J. Peterman
• E.W. Scripps
• IAC
• Sinclair Broadcast
• Tribune Company
• KPMG
Nicole Ostoya
Chief Marketing
Officer & Head of
Broadcasting
20 years experience:
• Co-Founder of The
Cocktail Lab,
Boldface, Gold
Grenade
• Studio USA
• LVMH Brands
• Nordstrom
Damon Schramm
SVP General Counsel &
Corporate Secretary
25 years experience:
• Lakes Entertainment,
Inc.
• Gray Plant Mooty
• Boards (Make-A-Wish
Foundation, Animal
Humane Society)
Michael Henry
Chief Merchandising
Officer
35 years experience:
• Eastern Home
Shopping
• QVC Italia
• HSN
• Lancôme, L'Oréal
• YSL Beauty
Sunil Verma
Chief Digital Officer
20 years experience:
• Macy’s
• The Children’s Place
• Ideeli.com
• Vineyard Vines
4
Evine Leadership Team

5.  Evine is part of a 3 member oligopoly generating $9.5B in annual U.S. revenues*
 Strategic focus on contribution margin and profit delivery beginning to yield results
 Emerging Brands gaining traction and acceptance from customers
 Established Brands provide stable cash flows and financial impact
 Improved distribution through Bowling Green Fulfillment Center with new WMS
system
 Utilizing new technologies in mobile and logistics to drive better connectivity between
internet, TV, and mobile platforms
 Future Expansion of TV Properties to improve customer penetration
 New Management Team is complete with the additions of Chief Executive, Chief
Marketing, Chief Merchandising, and Chief Digital Officers
*$9.5 billion in US revenue for QVCUS, HSN (excluding Cornerstone), and Evine.
5
Investment Highlights

6. *Includes QVC domestic sales, HSN (excl. Cornerstone) and Evine
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
$6.0
$7.0
$8.0
$9.0
$10.0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Sales(Billions)
10-Year Industry CAGR = 3%
10-Year GDP CAGR = 1.4%
6
Industry Sales Growth and Resilience

7. Drive Long-Term
Sustainable Growth
and Profitability
Strengthen Internal Culture
Drive Innovation &
Efficiency
Grow Customer Base
Improve Quality of
Merchandise
Drive Profitability
7
2016 Strategic Plan –
Focused on Profitable Growth

8. +52%Bob
Rosenblatt
named
Permanent
CEO
Improvement in
Adjusted
EBITDA
Improvement
in Earnings
per Share
+40%
*Percentage changes represent Q2 2016 as compared to Q2 2015.
-2%
Net Sales
GrowthGross Profit
Margin
+160bps
Increase in
Total Cash
+150%
8
Second Quarter 2016 Highlights

9. Net Sales
%
-2
Gross Profit
Dollars
%
+2
-2%
Net Sales
GrowthGross Profit
Margin
+160bps
*Percentage changes represent Q2 2016 as compared to Q2 2015. 9
Focus on Driving Improved Contribution Margin

10. 10
Our Brands = Our Competitive Advantage

11. During fiscal 2014, Evine began an initiative to consolidate its distribution
operations and to upgrade technology in an effort to support increased
levels of shipments and units
New sortation and warehouse management systems were phased into
production during the first half of 2016
The strategic initiative included adding:
• ~350,000 (for a total of 600,000) sq. ft. to its existing fulfillment
center, which was completed in fiscal 2015
• New high-speed parcel shipping and item sortation system
coupled with a new warehouse management system
Fulfillment Center: Bowling Green, KY
11
Improving Distribution

12. -160bps
Return RatePurchase
Frequency
4.51%
Increase Net
Shipped Units
*Percentage changes represent Q2 2016 as compared to Q2 2015. 12
Improving Customer Experience

13. 13
Well-Positioned for Dynamic Retail Landscape
The Merchant’s Ideal Relationship is “Directly With The Customer”
Merchant
Traditional Media is
Declining
Brick & Mortar
is Transforming
Consumer
“Direct to Consumer”
is Growing
Traditional
Media
Traditional
Retail

14. 1950s 1960 1970 1980 1990 2000 2010 2020s
TV Stations Dominated Video Distribution
MSO/Cable Dominated Video Distribution
ISPs, On-Demand and OTT Distribution Expected to Dominate Video Distribution in the Future
“We will build our Distribution Footprint on the Best Technology of the day”
14
Content Distribution Opportunities

15. It is not just how many homes – It is also how many channels in each home.
Invest In Higher Quality HD Distribution Rollout
Key 2015 Metrics QVC* HSN* Evine
Total U.S. Net Revenue $6.257 million $2.542 million $0.693 million
Number of TV households1 107 million 94 million 88 million
Revenue per Home $58/HH $27/HH $8/HH
Cable Fees and
Rate Structure*
5% of TV rev
(Est. ~ $2.50/HH)
Blended
(Est.~ $2.30/HH)
Fixed fee
(Avg. $1.15/HH)
HD Presence2 56 million 55 million 15 million
Second Network
QVC Plus
54 million
HSN 2
50 million
Evine Too
2.2 million
Total Estimated Channel
Count3 217 million 200 million 105 million
Cable Channel Positioning4 87% 83% 32%
*Updated as of January 2016
1 Home counts and cable fees are from annual report/investor decks/analyst reports/assumptions
2 HD presence includes cable, satellite and telecom homes per investor presentations or SNL Kagan reporting
3 Estimated channel count is total homes, or primary channel feeds, plus HD and secondary channels
4 Percentage of cable TV HHs on channels 2 to 50 per SNL Kagan reporting
15
Competitive Landscape

16. 16
Financials

17. $4.8
$0.2
$7.0
$4.9
$1.6
$3.4
$2.5
$3.8
$0
$2
$4
$6
$8
F14
Q3
F15
Q3
F14
Q4
F15
Q4
F15
Q1
F16
Q1
F15
Q2
F16
Q2
Adjusted EBITDA ($ Millions)
-$0.8
-$5.2
$3.3
$0.7
-$4.7 -$4.9
-$3.0
-$2.0
-$6
-$4
-$2
$0
$2
$4
F14
Q3
F15
Q3
F14
Q4
F15
Q4
F15
Q1
F16
Q1
F15
Q2
F16
Q2
Net Income (Loss)
*Percentage changes represent Q2 2016 as compared to Q2 2015. 17
Second Quarter 2016 Financial Performance

18. Liquidity, Debt & NOLs
I. Liquidity:
As of July 30, 2016 (000’s)
PNC 5.0% Revolving Line of Credit Current Capacity: $72,000 *
($90M Total Revolver Capacity – subject to Borrowing Base)
Current Borrowings (60,900)
Credit Line Availability (at 7/30/16) 11,100
Cash, including restricted cash 40,100
Total Potential Liquidity 51,200
Less: PNC Required Minimum Liquidity (10,000)
Net Available Liquidity $41,200
II. Total Debt Outstanding (7/30/16):
PNC 5.0% Revolver $59,900
PNC 6.5% Term Loan 11,709
GACP 12% Term Loan 16,717
Total Debt $88,326
*Does not include an additional $25M accordion in the current PNC Credit Facility,
available only at PNC’s discretion.
Net Operating Losses – NOLs
NOL Balances:
$312M Federal
$200M State
18
Financial Stats

19. 19
Appendices

20. (In thousands, except per share data) F12 FY* F13 FY F14 FY F15 Q1 F15 Q2 F15 Q3 F15 Q4 F15 FY F16 Q1 F16 Q2
2/2/2013 2/1/2014 1/31/2015 5/2/2015 8/1/2015 10/31/2015 1/30/2016 1/30/2016 4/30/2016 7/30/2016
Net Sales 586,820$ 640,489$ 674,618$ 158,451$ 161,061$ 162,258$ 211,542$ 693,312$ 166,920$ 157,139$
Cost of Sales 374,448 410,465 429,570 101,146 102,205 106,348 145,133 454,832 105,472 97,311
Gross Profit 212,372 230,024 245,048 57,305 58,856 55,910 66,409 238,480 61,448 59,828
Gross Profit % 36.2% 35.9% 36.3% 36.2% 36.5% 34.5% 31.4% 34.4% 36.8% 38.1%
Operating Expenses:
Distribution and selling 193,037 191,695 202,579 50,799 51,357 51,038 56,134 209,328 53,425 51,605
General and administrative 18,297 23,799 23,983 5,712 6,391 5,975 6,442 24,520 5,769 5,878
Depreciation and amortization 13,224 12,320 8,445 2,131 2,107 2,131 2,105 8,474 2,107 1,977
Executive & Mgmt transition costs - - 5,520 2,590 205 754 - 3,549 3,601 242
FCC License Impairment 11,111 - - - - - - - - -
Activist Shareholder Response Cost - 2,133 3,518 - - - - - - -
Distribution facility consolidation and technology upgrade costs - - - - 972 294 81 1,347 80 300
Total operating expense 235,669 229,947 244,045 61,232 61,032 60,192 64,762 247,218 64,982 60,002
Operating income/(loss) (23,297) 77 1,003 (3,927) (2,176) (4,282) 1,647 (8,738) (3,534) (174)
Other income (expense):
Interest income/(expense) (3,959) (1,419) (1,562) (596) (667) (688) (761) (2,712) (1,203) (1,604)
Gain/(Loss) on sale of investments or assets 100 - - - - - - - - -
Debt extinguishment (500) - - - - - - - - -
Total other income/(expense) (4,359) (1,419) (1,562) (596) (667) (688) (761) (2,712) (1,203) (1,604)
Income tax provision/(benefit) (20) (1,173) (819) (205) (205) (205) (219) (834) (205) (205)
Total Net Income/(Loss) (27,676)$ (2,515)$ (1,378)$ (4,728)$ (3,048)$ (5,175)$ 667$ (12,284)$ (4,942)$ (1,983)$
EBITDA, as adjusted 4,494$ 18,012$ 22,773$ 1,579$ 2,532$ 169$ 4,926$ 9,206$ 3,425$ 3,836$
Weighted average number of common shares outstanding (000's) 48,875 49,505 53,459 56,641 57,093 57,125 57,158 57,004 57,181 57,259
Net income/(loss) per common share (0.57)$ (0.05)$ (0.03)$ (0.08)$ (0.05)$ (0.09)$ 0.01$ (0.22)$ (0.09)$ (0.03)$
*Includes 53rd week
20
Summary P&L

21. (In thousands)
F12 F13 F14 F15 F16 Q1 F16 Q2
Current assets: 02/02/13 02/01/14 01/31/15 01/30/16 04/30/16 07/30/16
Cash & restricted cash and investments 28,577$ 31,277$ 21,928$ 12,347$ 33,173$ 40,094$
Accounts receivable, net 98,360 107,386 112,275 114,949 99,472 93,246
Inventories 37,155 51,162 61,456 65,840 63,623 58,789
Prepaid expenses and other 6,620 6,032 5,284 5,913 5,812 6,047
Total current assets 170,712 195,857 200,943 199,049 202,080 198,176
Property and equipment, net 24,665 24,952 42,759 52,629 51,431 50,506
FCC broadcasting license 12,000 12,000 12,000 12,000 12,000 12,000
Other assets 725 896 1,989 2,085 1,697 1,661
212,099$ 233,705$ 257,691$ 265,763$ 267,208$ 262,343$
Current liabilities:
Accounts payable 65,719$ 77,296$ 81,457$ 77,779$ 70,341$ 64,423$
Accrued liabilities and other 30,681 38,620 38,504 37,570 37,092 40,220
Total current liabilities 96,400 115,916 119,961 115,349 107,433 104,643
Capital lease liability - 88 36 - - -
Deferred revenue 420 335 249 164 142 121
Deferred tax liability - 1,158 1,946 2,734 2,931 3,129
Long term debt 38,000 38,000 50,971 70,537 84,432 83,766
Total liabilities 134,820 155,497 173,163 188,784 194,938 191,659
Common stock, preferred stock and warrants 1,024 1,031 564 571 572 573
Additional paid-in capital 407,244 410,681 418,846 423,574 423,806 424,202
Accumulated deficit (330,989) (333,504) (334,882) (347,166) (352,108) (354,091)
Total shareholders' equity 77,279 78,208 84,528 76,979 72,270 70,684
212,099$ 233,705$ 257,691$ 265,763$ 267,208$ 262,343$
21
Summary Balance Sheet

22. (In thousands)
F13 F14
FY* FY FY Q1 Q2 Q3 Q4 FY Q1 Q2
EBITDA, as adjusted 4,494$ 18,012$ 22,773$ 1,579$ 2,532$ 169$ 4,926$ 9,206$ 3,425$ 3,836$
Less:
Executive and management transition costs -$ -$ (5,035)$ (2,590)$ (205)$ (754)$ -$ (3,549)$ (3,601)$ (242)$
Distribution facility consolidation and technology upgrade costs - - - - (972) (294) (81) (1,347) (80) (300)
Activist Shareholder Response Costs - (2,133) (4,003) - - - - - - -
Shareholder Rights Plan costs - - - - (364) (82) - (446) - -
FCC license impairment (11,111) - - - - - - - - -
Gain on sale of investments or asset 100 - - - - - - - - -
Debt extinguishment (500) - - - - - - - - -
Non-cash share-based compensation (3,257) (3,218) (3,860) (609) (768) (762) (135) (2,274) (237) (398)
EBITDA (as defined) (10,274) 12,662 9,875 (1,620) 223 (1,723) 4,710 1,590 (493) 2,896
A reconciliation of EBITDA to net income (loss) is as follows:
EBITDA, as defined (10,274) 12,662 9,875 (1,620) 223 (1,723) 4,710 1,590 (493) 2,896
Adjustments:
Depreciation and amortization (13,423) (12,585) (8,872) (2,307) (2,399) (2,559) (3,063) (10,328) (3,041) (3,070)
Interest income 11 18 10 2 2 2 2 8 2 2
Interest expense (3,970) (1,437) (1,572) (598) (669) (690) (763) (2,720) (1,205) (1,606)
Income taxes (21) (1,173) (819) (205) (205) (205) (219) (834) (205) (205)
Net income (loss) (27,676)$ (2,515)$ (1,378)$ (4,728)$ (3,048)$ (5,175)$ 667$ (12,284)$ (4,942)$ (1,983)$
*Includes 53rd week
F12 F15 F16
22
Adjusted EBITDA Reconciliation

23. (In thousands) Year Ending Year Ending Year Ending Year Ending Year Ending Year-to-Date
January 28, February 2 February 1 January 31, January 30, July 30,
2012 2013 2014 2015 2016 2016
OPERATING ACTIVITIES:
Net loss (48,064)$ (27,676)$ (2,515)$ (1,378)$ (12,284)$ (6,925)$
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities-
Depreciation and amortization 12,827 13,424 12,585 8,872 10,327 6,111
Share-based payment compensation 5,007 3,257 3,217 3,860 2,275 635
Asset impairments and write-offs - 11,111 - - - -
Amortization of deferred revenue (1,061) (87) (85) (86) (85) (43)
Amortization of debt discount & deferred financing costs 1,184 249 178 231 271 262
Write-off of deferred financing costs - 2,306 - - - -
Debt extinguishment 25,679 500 - - - -
Deferred Income Taxes - - 1,158 788 788 395
Gain on sale of property and investments or assets (416) (102) - - - -
Changes in operating assets and liabilities:
Accounts receivable, net 9,909 (18,086) (9,026) (4,889) (2,674) 21,703
Inventories, net (3,676) 6,321 (14,007) (10,294) (4,384) 7,051
Prepaid expenses and other 40 (2,066) 649 815 (565) (134)
Accounts payable and accrued liabilities (15,447) 2,367 21,799 766 (3,080) (11,597)
Net cash provided by (used for) operating activities (12,949) (8,482) 13,953 (1,315) (9,411) 17,458
INVESTING ACTIVITIES:
Property and equipment additions, net or proceeds from sale of (10,680) (6,157) (8,247) (25,119) (22,014) (3,892)
Purchase of NBC trademark license - (4,000) (2,830) - - -
Purchase of EVINE trademark - - - (59) - -
Proceeds from sale of investments or assets - 102 - - - -
Change in restricted cash 2,861 - - - 1,650 -
Net cash used for investing activities (7,819) (10,055) (11,077) (25,178) (20,364) (3,892)
FINANCING ACTIVITIES:
1 Payments for deferred financing costs (306) (552) (390) (307) (537) (1,432)
2 Payments on capital lease - - (13) (50) (52) (27)
3 Proceeds from issuance of revolving loan - 38,215 - 2,700 19,200 -
4 Proceeds from issuance of term loan - - - 12,152 2,849 17,000
5 Payments on long term debt - (25,715) - (145) (2,076) (1,355)
6 Proceeds from exercise of stock options 1,828 109 227 2,794 2,460 -
7 Proceeds from issuance of common stock, net 55,500 - - - - (5)
Net cash provided by (used for) financing activities 7,254 12,057 (176) 17,144 21,844 14,181
Net increase (decrease) in cash (13,514) (6,480) 2,700 (9,349) (7,931) 27,747
BEGINNING CASH 46,471 32,957 26,477 29,177 19,828 11,897
ENDING CASH 32,957 26,477 29,177 19,828 11,897 39,644
23
Cash Flow

24. F12 FY* F13 FY F14 FY F15 Q1 F15 Q2 F15 Q3 F15 Q4 F15 FY F16 Q1 F16 Q2
Homes (Average 000s) 82,761 86,120 87,481 88,303 88,334 88,248 87,719 88,105 87,851 87,417
Net Shipped Units (000s) 5,620 7,152 9,055 2,230 2,434 2,282 2,907 9,853 2,417 2,461
Average Selling Price 96$ 81$ 67$ 65$ 60$ 65$ 66$ 64$ 62$ 57$
Return Rate % 22.1% 22.3% 21.5% 20.3% 21.4% 18.9% 18.9% 19.8% 19.2% 19.8%
Internet Sales % 45.7% 45.2% 44.6% 45.2% 45.9% 46.0% 49.7% 46.9% 48.8% 47.9%
Transaction Costs per Unit 2.60$ 2.48$ 2.52$ 2.78$ 2.92$ 3.00$ 2.69$ 2.84$ 2.82$ 2.63$
Total Variable Costs % of Net Sales 7.3% 8.0% 8.7% 9.7% 9.5% 9.1% 8.7% 9.2% 10.0% 9.6%
Mobile % of Internet Sales 16.9% 25.2% 33.5% 39.6% 42.4% 41.8% 44.5% 42.3% 45.6% 45.2%
Distribution cost per home - annualized 1.33$ 1.07$ 1.13$ 1.13$ 1.13$ 1.14$ 1.15$ 1.15$ 1.16$ 1.18$
Interactive Voice Response % 27% 25% 29% 30% 29% 26% 24% 27% 26% 25%
Total Customers (000s)** 1,132 1,357 1,446 592 593 610 749 1,436 619 611
Average Purchase Frequency - Items 5.4 5.8 7.0 4.1 4.5 4.1 4.3 7.5 4.3 4.5
% of Net Sales by Category:
Jewelry & Watches 52% 43% 42% 45% 42% 36% 35% 39% 43% 41%
Home & Consumer Electronics 27% 35% 30% 26% 22% 33% 39% 31% 24% 21%
Beauty 13% 11% 12% 13% 15% 13% 13% 14% 15% 16%
Fashion & Accessories 8% 11% 16% 16% 21% 18% 13% 16% 18% 22%
100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
*Includes 53rd week
**Customers can be active within one to four quarters per year and therefore quarterly active customer counts are not additive.
***Certain fiscal 2013, 2014 & 2015 product category percentages in the above table have been reclassified to conform to our fiscal 2016 product group hierarchy.
24
Key Operating Metrics

25. 25

26. 26

29. 29

33. 33