Teresa J. Dery - SVP and General Counsel Keith R. Stewart - CEO William J. McGrath - EVP and CFO G. Robert Ayd - President Carol Steinberg - COO

Neely Tamminga - Piper Jaffray Alex Fuhrman - Craig-Hallum Capital Mark Smith - Feltl & Company Gregory McKinley - Dougherty & Company Justin Ruiss - Sidoti & Company

Good afternoon, and welcome to the ValueVision Media's Fiscal 2014 First Quarter Conference Call. Following today's presentation, there will be a formal question-and-answer session. Today's call is being recorded for instant replay. I would now like to turn the call over to Teresa Dery, Senior Vice President and General Counsel at ValueVision. You may begin. Teresa J. Dery: Thank you, operator, and good afternoon. I'm joined today by Keith Stewart, CEO; Bill McGrath, EVP and CFO; Bob Ayd, President; Carol Steinberg, COO; and other members of the senior management team. Comments on today's conference call 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 or similar expressions. Listeners are cautioned that these forward-looking statements may involve risks and uncertainties that could significantly affect actual results from those expressed in any such statements. More detailed information about these risks and uncertainties and related cautionary statements is contained in ValueVision's SEC filings. Comments on today's call may refer to adjusted EBITDA and adjusted net income or loss, which are both non-GAAP financial measures. For reconciliation of each of these measures to our GAAP results and for a description of why we use them, please refer to our first quarter 2014 news release, available on the Investor Relations section of our Web-site. As you may have seen, on May 9, we filed our definitive proxy statement and a WHITE proxy card for our Annual Meeting of Shareholders to be held on June 18 at our corporate headquarters. We urge investors to read carefully our proxy statement and any other relevant documents filed by us with the SEC when they become available because they will contain important information about our Annual Meeting including information regarding the participants in our Board's solicitation. A definitive proxy statement has also been filed by an activist shareholder. We are not responsible for the accuracy of any information contained in the proxy statement or any other proxy solicitation materials used by the activist shareholder or any other statements that they may make. With that said, we are here today to talk about the business and ValueVision's first quarter results. We do not intend to take any questions regarding the proxy statement or proposals by the activist shareholder. We thank you for your cooperation in that regard. All information in this conference call is as of today and the Company undertakes no obligation to update these statements. I will now turn the call over to Keith. Keith R. Stewart: Thanks, Teresa, and thank you all for joining us on call today. Our team delivered strong operating results in Q1. Net sales were $160 million, an increase of 6% over Q1 last year. Adjusted EBITDA was $6 million. Compared to last year, net shipped units increased 28% to 1.9 million, and our average price point as expected decreased 18%. Bill will provide more detail on our financial performance later on. It's an energizing time to be at ShopHQ. Q1 marks our eighth consecutive quarter of sales growth and positive adjusted EBITDA. At the end of Q1, we have over 0.25 million more customers than we had at this time last year. Our customers and stakeholders have embraced our new brand, ShopHQ. Our customer base is growing at a greater rate than any time in our Company's recent history and our team members are focused and aligned on our vision of building and inspiring communities through shopping. As to the progress we're making on our four-point strategy to drive growth, we feel confident about our positive momentum and it's coming through in our operating results. With respect to the first key strategy, our efforts to broaden, expand and diversify our product mix continue to attract and retain customers in Q1. Customers liked our expanded product offerings as they bought more merchandise in the quarter compared to last year. Specifically, purchase frequency increased 9% in Q1, new customers increased 19%, and the total customer file increased 19% in Q1, both over the same quarter last year. Investments made to further develop our growing customer base should continue to benefit future quarterly results. By broadening the product offerings, we continued to strategically lower average price points to $76 in Q1 and that compares to $93 in last year's Q1. These more accessible price points on a wider assortment of products are broadening ShopHQ's appeal to a much larger audience. Lower price points also tend to draw greater numbers of new customers. When they return to shop again, our customers have a variety of trusted brands from which to choose across a broader online extended assortment, brands like Apple, Samsung, Gucci, Versace and Ferragamo. Optimizing our TV distribution footprint to attract more shoppers is our second critical strategy. Over the last six years, we've worked diligently to right-size the cost per home, reducing the annualized rate from $1.72 in 2008 to $1.12 in Q1 2014. At the same time, we made significant improvements in quality of our distribution platform to improve channel positioning. We're pleased with the positive sales results being achieved so far in the systems where we invested. Our third key strategy is, of course, be where the customer wants us to be. This is our shop and watch anytime, anywhere experience. Consumer shopping behavior continues to rapidly evolve. We're creating more content, more platforms than ever before. Our digital strategy enables our customers to conveniently watch our broadcast, browse and buy product as well as interact, provide feedback on our products, presentations and service. We believe the customer experience further helps us realize our vision to build and inspire communities through shopping. Our fourth key strategy centers on increasing customer growth metrics. We're growing our customer base at an unprecedented rate and have amassed a record 1.4 million customer file. We expect to continue to grow our customer base, entice them to buy more of our high-quality products, and in turn earn their loyalty. Everything we do starts and ends with the customer. We're serving them better than ever before and we are well-positioned for consistent, scalable, long-term growth. With the positive momentum we achieved in Q1, we feel confident about the direction of our business. Over the next two quarters, the average price point is expected to decrease at a lesser rate than the 18% reduction in Q1. In Q2 last year, our average price point was $83 and Q3 was $80, much closer to our current run rate. Looking ahead over the next 18 to 24 months, we plan to make investments to support the growing needs of our business. We are significantly upgrading our distribution center in Bowling Green, Kentucky which will roughly double its current size. We strategically decided to utilize one larger facility as opposed to multiple smaller distribution centers. This approach helps position us to provide unique customer service levels in a competitive retailing climate. Today, when a consumer purchases more than one product online at a retailer, they often receive multiple packages at different times, sometimes even days apart. Our new distribution center will give us the option to package more than one item in one box from a variety of product categories. At ShopHQ, whenever practical, it will be our goal for the customer to receive one package on time and meet or exceed their expectations. The new complex will also be outfitted with the latest warehouse management system. In addition, we plan to expand our call center capacity and equip it with a leading-edge CRM system. Carol will provide more detail about these investments shortly. In closing, as these initiatives are fully implemented, we expect them to reduce operating expenses and improve operating leverage of our multi-channel retailing model. I'll now turn the call over to Bill. William J. McGrath: Thanks Keith. First quarter sales of $160 million were up 6% over prior year. Sales growth was driven by performance in the fashion & accessories, jewelry & watches, and beauty, health & fitness categories. Gross profit dollars increased 5% to $60 million in Q1 from $57 million last year. Gross margin remained strong at 37.6% compared to 37.7% in Q1 of last year. First quarter operating expenses increased 7% to $59 million from $55 million in Q1 last year, including $1 million of activist shareholder response cost. Excluding the activist shareholder response cost, operating expenses as a percentage of sales were 36% versus 37% in Q1 last year. Operating expenses were affected by increased variable cost as a percentage of sales to 8.4% this quarter from 7.5% last year, reflecting the impact of a 28% increase in net shipped units over the prior year first quarter. We anticipate that variable expense as a percentage of sales over the remainder of 2014 will be at a similar range as we experienced in Q1. Cable and satellite expenses increased $1.6 million in the quarter versus prior year, reflecting a 2% increase in home count as well as investments associated with improved channel position that began in the second half of 2013. Our annualized cost per home in the first quarter was $1.12 compared to $1.06 in prior year Q1. We'll continue to look for opportunities to improve the quality of our distribution footprint. Investments related to these potential improvements could increase our annualized cost per home to around $1.15 by the end of fiscal 2014. Depreciation and amortization decreased $1 million versus last year due to the discontinuation of the NBC license fee. The total of all other operating expenses was in line with prior year. Adjusted EBITDA in the first quarter was $6 million, roughly flat to last year, with sales growth offset by the increased cost associated with the 28% increase in higher shipping volume as well as investments in improved channel position. During the first quarter, the Company incurred $1 million in advisory fees and other costs related to the ongoing activist shareholder matter. Since the inception of the activist shareholder matter in the third quarter of 2013, the Company has incurred aggregate cost of around $3 million. We expect to incur additional cost associated with this issue in subsequent quarters. The Company is working to manage these expenses prudently while ensuring that all shareholder interests are represented. Adjusted net income for Q1 was $2 million or $0.03 a share versus $1 million or $0.02 a share last year. Our balance sheet condition remained strong. Cash including restricted cash totaled $27 million compared to $31 million at the end of Q4 2013. The net use of cash includes $5 million in working capital investment, $3 million in capital expenditures and $1 million in costs associated with the ongoing activist shareholder issue, partially offset by positive adjusted EBITDA in the period. In regards to capital expenditures, the estimated project cost of the Bowling Green expansion is $25 million, the majority of which will be incurred during fiscal 2014. This spending will be funded through the expanded PNC credit facility, while other capital expenditures during this fiscal year will be around $10 million, primarily related to the systems initiative that Keith discussed. I'll now turn the call over to Bob. G. Robert Ayd: Thank you, Bill. Q1 was a solid quarter for ShopHQ. We achieved positive results in every category, except for some softness in consumer electronics. Overall, our broader product offerings, lower average price point and improved channel positioning combined to attract more new customers in Q1 while increasing the purchase frequency of existing customers. In the first quarter, we continued to allocate assets and expand our product assortment in the emerging categories of fashion, beauty and home in order to drive customer acquisition. At the same time, we continued to add a number of new luxury, proprietary and national brands. Notable brand introductions in Q1 included Timepieces from Gucci and Versus by Versace. In jewelry, we added WOLF jewelry boxes and premiered a new AAA jewelry line called Dine Spirit which is created by native American artisans. In fashion, we launched Labrado Leather handbags in Paraguay, and we continue to expand our proprietary brands offering our customers relevant and exciting fashion. Beauty enjoyed success on multiple fronts in Q1. We launched an innovative color line from U.K. called New CID and we launched JUARA bath and body from Indonesia. Moreover, in the beauty category, we continue to expand our high-end anti-aging skin care line, Rodial, as well as expanded the international skin care and color brand, Borghese. In home, we debuted our first gardening show featuring Spring Hill Gardens and we expanded our food business with Penn Street Bakery. In total, we added over 7,000 new styles and approximately 80 new suppliers in the first quarter. Regarding our online-only product assortment, I'm pleased with the progress we made in expanding our Web exclusive merchandise in the quarter. Sales of our online-only merchandise rose approximately 70% versus last year in the same period. And as Keith mentioned, expanding and diversifying our product mix is essential to our ongoing success and remains our first key strategy. To this point, we plan to continue steadily reducing our concentration in jewelry & watches and allocate our resources in the emerging product categories of fashion, beauty and home, which tend to attract, to attain and increase the purchase frequency of new and active customers. Looking ahead, a few new concepts that we're excited about launching include the iconic footwear brand, Hush Puppies, upscale textiles from [Coraggio] (ph) and a health and fitness line from Chris Freytag, a national trainer and fitness expert. We also look forward to launching a fashion line from New York designer, Marc Bouwer, and hair care products from renowned European stylist Philip Kingsley. And finally, we're working with Mark Cuban from Shark Tank on a new programming concept and are planning to have him appear on ShopHQ this summer. This concludes my remarks. Carol?

Thanks Bob. Our solid first quarter performance was driven by a number of key initiatives that improved operating metrics, increased customer accounts and enhanced our digital storefront. Continued progress was the result of our focus on providing the customer an inspired and convenient shop anytime, anywhere experience which is part of our third key strategy that Keith addressed earlier. Operationally, we successfully managed a 28% increase in shipped units at our distribution center and temporary off-site storage while keeping transaction costs flat at $2.51 per unit in Q1 compared to the year ago quarter. We improved the customer experience by continuing to provide faster order delivery times to the customer, and through improved internal processes we reduced inbound customer service inquiries. We're excited to announce we broke ground last week on the expansion of our Bowling Green, Kentucky fulfillment and customer service facility. This expansion is needed to meet the demands of our growing customer base and higher shipped unit volume. We expect phase one of our 337,000 foot expansion will be completed by late fall of this year, which will enable us to use the shell of the new facility for storage, therefore minimizing our expense and reliance on off-site storage during the 2014 holiday season. The balance of the expansion is scheduled to be completed in Q1 2015. In addition to expanding our capacity in Bowling Green, this year we will start the planning and implementation of a new material handling system and a new warehouse management system, Manhattan, one of the most sophisticated warehouse management systems available today. These enhancements should further optimize our operations and allow us to minimize transaction costs while maximizing speed from order to ship time. Other noteworthy operational initiatives we started in Q1 include the launch of the implementation of our sales force CRM system. Concurrent with this implementation is the initiative to enhance our automated phone ordering system and call center system with the industry-leading Genesys Echopass software. Both initiatives are expected to increase customer satisfaction, yield increased purchase frequency and streamline operations. Turning to ShopHQ's online platform, in Q1 we experienced solid growth in sales transacted on mobile devices and smartphones as a percentage of total Internet revenue. Overall, we continued to deliver strong Internet sales penetration of 45% in Q1. Our mobile sales penetration increased to 32% of Internet orders in Q1, an 870 basis point increase over last year's quarter, while Q1 mobile revenue yielded a 41% sales increase over the same quarter last year to $23 million. Enhancements made in previous quarters to our iPad shopping app, both Android and iOS versions, are proving successful. With a strong track record, we continue to optimize other elements of our online platform, making ShopHQ accessible on any device, anytime, anywhere. Lastly, on the mobile front, which is certainly a major focus for us, continued enhancements are planned in subsequent quarters for our tablet app as well as for our smartphone users on our 'm.' site and iOS and Android apps. These are all designed to drive increased customer engagement and purchase frequency. Overall, we are pleased with the positive results of our first quarter operating and digital performance, especially with our customer growth and mobile results being at record levels. We will remain focused on the digital strategy that enables our customers to conveniently watch the broadcast, browse, purchase and share products. We believe this experience inspires shopping, builds community and drives increased customer engagement. Operator, please open the line for questions.

(Operator Instructions) Your first question comes from the line of Neely Tamminga from Piper Jaffray. Please proceed. Neely Tamminga - Piper Jaffray: Congratulations on the progress you guys continue to make. I just have three quick questions, one for Bob, Bill and Carol. So, Bob, if you could give us a little bit more sense of what was behind the nice big jump in units shipped in terms of the content and how we should think about that on a go forward basis, was there something kind of anomalous to Q1 or do you think that that's a pretty good trend for us to watch for? If I may, Bill, could you talk a little bit about the flex pay activity this year versus last year in Q1? I'm just looking to see how many more percentage of the sales were done with flex pay this year versus last year. And then, Carol, on the warehouse management system, if you wouldn't mind talking through a little bit of more specifically what it is you guys will be able to do with the new WMS versus what you had in the past, that would be helpful? G. Robert Ayd: Neely, it's Bob, thank you for the question. First, the average selling price decreased down to $76, and what we're stating is, we think the ASP is probably going to settle in the very low 70s, although there will be fluctuations from quarter to quarter. That coupled with strong growth and a lower average selling price caused the units shipped to increase. Now, the ASP will stabilize, again we think probably in the very, very low 70s, but obviously that's up to the customer. Keith R. Stewart: And what we saw, I'll just add to that, we saw extraordinary strength, Neely, in the fashion & accessories business within the quarter. The health, beauty & fitness business also drove the units that you referenced. And early on in Q2 we're seeing continued growth in customer accounts in the double-digit range. We're also seeing units per customer growing. Another thing that may be interesting is that the sales per customer are flattening as we moderate our average selling price and we believe we'll begin to grow this, this year, as that ASP levels off. And on a side note, we are very pleased, Saturday we had a record Company fashion day and we have lots of exciting products, proprietary and national brands, we were very successful in driving tremendous customer accounts and our best sales and margins ever for a fashion event. So we like what we're seeing so far. William J. McGrath: Regarding your question on ValuePay, we had about 500 basis point reduction in the percentage of our sales on ValuePay as compared to the prior year Q1. Bob had mentioned that we had a very, very strong mix of fashion within the quarter. Fashion tends to be lower price point, and so less support via ValuePay in that category. And as we have mentioned before, ValuePay, to us it's a highly cost-effective vehicle of promotion. If we look at the levers of promotion between the use of credit via ValuePay versus alternatives, the free shipping or a reduction in pricing, ValuePay credit sales continue to run about 2% bad debt experience. So it becomes a very, very cost-effective means for us.

And the third question, Neely, has to do with the warehouse expansion. So first let me speak a little bit about the expansion. It's going to more than double our space, it's going to increase our storage capacity four times and our shipping capacity should double. So basically, all of those accounts to minimizing order delays when our volume spikes occur in getting packages to the customers faster. So to enable all of this, this Manhattan system is really being put in to give us a highly automated pick, pack and a put away system. We're going to have things like wire guided trucks, auto boxers, high-speed sorters, and all of those to really help streamline and speed the outbound parcels to our customers. And Keith mentioned about having one larger facility versus the multiple distribution centers, and all of this in one facility will really allow us to provide great customer service and it's also expected to reduce customer service calls regarding any order delivery. So, this is a great thing for the customer and it's all about customer satisfaction and delivering to them exactly what they want.

Your next question comes from the line of Alex Fuhrman from Craig-Hallum. Please proceed. Alex Fuhrman - Craig-Hallum Capital: I was wondering if you could talk a little bit about how your business progressed as the quarter moved on? I mean I get the sense from talking to some of the other companies in your trade area that January and February were a little bit weaker and we kind of didn't really see that in your numbers given how strong your December business was in Q4, but I would imagine that February was probably one of your weaker months of the quarter here, I mean has that business picked up sequentially and what should we be thinking about for this quarter in terms of a more current run rate? Keith R. Stewart: Our quarter is different than some of our competitors. It starts with February, March and April. So I don't think that we can have an apples-to-apples comparison. Alex Fuhrman - Craig-Hallum Capital: That's exactly what I'm saying, right. Keith R. Stewart: Yes, and we really never attribute either slowness or softness in our business nor do we attribute any success or acceleration in our business to weather. So we saw a relatively consistent quarter. I would say the biggest challenge we had within the quarter was the steep ASP decline that we had to overcome, and we signalled that in the last earnings call and I think that Bob and team did a real good job of offering the right product mix across the entire quarter to drive the results that we saw. Alex Fuhrman - Craig-Hallum Capital: Okay. And then as we think about the new distribution center with the first phase of that to be completed this year, should variable expenses, I mean should the growth there start to moderate in Q4 as you're able to wean off that outsourced distribution space? William J. McGrath: Alex, this is Bill. No, you won't see an effect in Q4, or if you do, it will be nominal. Really we expect the full impact to begin to occur in 2015. It's first quarter of 2015 that the site will be fully operational. As Carol mentioned, we're implementing the Manhattan warehouse management system, and so our perspective on that is that having everything under one roof is going to provide sizable operating expense benefits in the future, largely because of the capability of shipping packages within a single box. And then our transaction processing cost within the four walls of the warehouse will improve by the improved layout and material handling in the facility and also the systems improvements that will come by way of the Manhattan system. But I'll say you'll start to see that probably second quarter and second quarter may in fact be a transitional period for us, so I'd say it's really the second half of next year rather that we'll see that yield. Alex Fuhrman - Craig-Hallum Capital: Okay, thanks. That's helpful. Looking forward to seeing all the new products this summer.

Your next question comes from the line of Mark Smith from Feltl & Company. Please proceed. Mark Smith - Feltl & Company: Just a handful of questions. First, just looking at Internet or digital sales mix, down a little bit, anything that we should read into that?

Nothing that you should read into. The positives are that our customers are still responding to our digital offers, and more and more what we're seeing is a shift to tablet devices, which is great because this means the customer can take us with them and enjoy that watch and shop experience whenever they are. So we're really focused on providing the very best environment we can across all of our online channels, but really focusing on mobile because our customers are basically telling us that those are the type of devices that they're using. Mark Smith - Feltl & Company: Then gross profit margin, down just a little bit here year-over-year. Can you talk about anything that moved there or was that primarily sales mix, or anything we should look at on that? William J. McGrath: No, I said that sales mix was basically a neutral factor for us in the period. You have a little bit more I'll say operating cost or perhaps a backend cost associated with liquidation of inventory that sometimes comes out of the apparel business and that had a slight increase, a slight impact on our margins in the period, but overall we're basically in line with last year's strong levels. Mark Smith - Feltl & Company: That said, how do you feel about your inventory levels today? William J. McGrath: We feel actually very good about the inventory levels. We ended the quarter at about $51 million in inventory, a comparable amount to where we were at the end of the fiscal year, and we think it puts us in a good position for the second quarter, and we're also very, very comfortable with the quality of the inventory. Mark Smith - Feltl & Company: And then G&A, just looking at kind of the run rate there, if we exclude costs associated with activist investor, could you give us any idea on kind of run rate continued going forward, again excluding kind of the one-time stuff? William J. McGrath: I'd say, Mark, that if you look at – actually I'd say a comparable run rate for the remaining three quarters, again exclusive of the activist investor component that we saw within the first quarter. It should put us somewhere about 3% to 4% overall run rate of last year. Mark Smith - Feltl & Company: And just to confirm, all of that cost, that $1 million or whatever, did that all fall in G&A? William J. McGrath: Yes, it did. Mark Smith - Feltl & Company: And then any guidance you can give us or update on kind of expectations here for the next quarter on that cost? William J. McGrath: No, I can't. We do have the Annual Shareholder Meeting which will be on June 18. So obviously there's activity that's occurring within this quarter, and I wouldn't want to project out beyond that. Mark Smith - Feltl & Company: Okay. And then lastly, maybe for Keith and Bob, can you just give us kind of as you look at the consumer today, how you feel about the consumer, where they are, how their spending levels are, just any insight into what you're seeing today? G. Robert Ayd: It's Bob. Thank you for the question. I look at the consumer and I see the consumer reacting very positively when we give them the right product. So I don't know nationally if they are spending more or less and I haven't concerned myself with that, but we've had a very good response to the existing product and the new styles we've put out.

Your next question comes from the line of Greg McKinley from Dougherty. Please proceed. Gregory McKinley - Dougherty & Company: I guess I'd like to talk a little bit about that equation that you guys have put out in front of investors and we balance purchase frequency, average selling price and customer account growth as the drivers for revenue growth, so we're obviously getting to a period here where average selling price begins to flatten out year-over-year, and I'm wondering, so if we take that element out of the equation, you did deliver some strong purchase frequency growth. I don't know off the top of my head what your sort of comparisons are like on that metric heading into the next three quarters, but maybe even if you look at seasonally adjusted the run rate of purchase frequency you experienced this quarter ahead of the next couple, how does that position you to deliver revenue growth I guess in a range of different customer growth rates? And so, do we need to see customer growth remain in the double-digits or could it moderate and the purchase frequency trends you're exhibiting still allow you to deliver maybe similar or even stronger top line growth rates based on what you're seeing from a frequency standpoint? I know it is long-winded but I don't know if you could touch on those. Keith R. Stewart: Great question, Greg, thank you. The purchase frequency last year was very much the same in the first three quarters and it shouldn't vary in a run rate from our existing performance from Q1 largely in the next two quarters. As it pertains to customer accounts, we still have an awful lot of work to do in broadening the product mix, and as we mentioned, we still have a little work to do, not much, as it pertains to reducing the average selling price. But we're very confident that we'll continue with double-digit increases in customer accounts because of the breadth and the mix of the products in the categories in which we offer and it makes us much stronger and surely more stable company for that. So really, in the equation that you're referencing for the larger audience, which is customer accounts times average price point times average purchase frequency, which would equal total revenues, the pressing effect on ShopHQ has been average selling price in the past and that is not quite the hurdle that it has been in the past. So, we do expect total customer account and average purchase frequency to continue to improve throughout the year. Perhaps spoken more plainly, Greg, is that we've had eight consecutive quarters of top line growth and certainly positive adjusted EBITDA and we expect to continue to grow the top line and the bottom line this year, and certainly when some of the initiatives, specifically the investments that Carol spoke to in detail earlier, over that period of time, we'll start to see a reduction in operating expenses and even higher leverage in the operating line. Gregory McKinley - Dougherty & Company: Okay, that's helpful. And in terms of the investments on systems initiatives and distribution capabilities, obviously you talked about capital investments, $25 million plus $10 million, so $35 million, are there incremental variable expenses associated with those programs that we should be cognizant of the next few quarters or do you see that part of your P&L remaining largely unchanged, that's more just a capital investment? William J. McGrath: Yes, there is some non-capitalized costs, Greg, that are incurred relative to some upfront consulting fees and other elements. I would consider that part of the total pool of dollars we referenced to Mark's earlier question as go-forward. There's some amount in there but not having a material effect on the P&L in the period. Gregory McKinley - Dougherty & Company: Okay, thanks. And then, did anything surprise you around the rate of customer additions relative to the product you brought in the quarter positively or negatively, or would you say that – I know you're always going to have variances from plan, but anything surprising about customer response to product offering and how that resulted in building your customer book during the quarter? Keith R. Stewart: No, Greg, we really didn't from a product category perspective see any surprises. And you're right, there's certainly variability in any particular line or certainly product. So there weren't any ad hocs. We're very pleased that the actual mix that we're continuing to approve continues to bring the positive customer growth and purchase frequency that we expected in the business plan. Gregory McKinley - Dougherty & Company: Okay. And then I guess the last question, so I think do we trough out at I don't know was it $1.08 annualized per home per year during a particular quarter last year for cable fees, we've invested to access more desirable channel position, so at this point I think we're at $1.12, you said on a run rate basis you maybe exit this year on $1.15. What color can you give us around how you've measured the response to some of those improved channel investments? Is the traction what you expected it would be? If not, why not, I guess either positively or negatively, if there has been a variance? William J. McGrath: Sure, Greg. The largest tranche of the moves that we made occurred in the fourth quarter of last year, and within that fourth quarter, we were about $1.11 per household, and in the first quarter is I'll say the full impact of that, so we're at about $1.12, and as you mentioned, if additional moves are made, that we are considering, by the end of the year that run rate annualized on a forward basis would be around $1.15. And we're actually pleased overall with the response in the systems that had moved. We had strong double-digit growth, not only in the top line but also in new customers acquired within those systems, which are equally important variables for us. In terms of the run rate, and ultimately as we've talked about before, we measure this on the contribution margin that's generated out of that aggregate investment, and we're seeing very, very strong results in some markets, it varies by markets, it tends to be a much better jumpstart and accelerant in markets in which we're already doing well, and then other markets take a little bit longer to mature, but on an overall basis it's moving in a direction that we like. We are comfortable with that trajectory. Operator, we have time for one more question.

Your next question comes from the line of Justin Ruiss from Sidoti. Please proceed. Justin Ruiss - Sidoti & Company: I'll try to keep it short. I don't know if you actually touched on this or not, but just the initial investment that's going on from last year about channel placement, not sure if this question was asked, I kind of hopped on a little late, but if you can kind of flesh that out a little bit and talk about it, that would be great, how well it's going. William J. McGrath: Sure. This is Bill. Yes, we did – I had mentioned in the previous question that our run rate for the full year last year was about $1.07 per home, but within the fourth quarter when we had made channel moves, that move was about, or that rate was about $1.11, and we may make some additional moves over the course of the year that could bring that run rate up to $1.15 by the end of the year, forward basis run rate. And actually we're pleased with the results that we're seeing so far. We've got some variation by market, which we always expect, but in aggregate, substantial double-digit increases in both the top line revenue performance and also the acquisition of new customers into the base, and they are equally important variables for us. So, yes, we feel very, very good about the results that we're seeing so far. Justin Ruiss - Sidoti & Company: Okay, perfect. Thank you, guys. Keith R. Stewart: Thank you all for joining us on the call today. We look forward to speaking with you soon. And with that, operator, we'll conclude the call.