Welcome to the Crocs, Inc. Fiscal 2011 third quarter earnings conference call. At this time, all participants are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. Instructions will be provided at that time. I would like to remind everyone that this conference is being recorded. Earlier this afternoon, Crocs announced its third quarter 2011 financial results. A copy of the press release can be found on the company’s website at www.crocs.com. The company would like to remind everyone that some of the information provided in this call will be forward-looking, and accordingly, are subject to the Safe Harbor Provisions of the Federal securities laws. The statement includes but are not limited to statements regarding future revenue and earnings, backlog and future orders, prospects and product pipeline. Crocs cautions you at these statements and are subject to a number of risks and uncertainties described in the risk factors section of the Company’s 2010 annual report on Form 10-K, filed on February 25, 2011 with the Securities and Exchange Commission. Accordingly, actual results could differ materially from those described on this call. Those listening to the call are advised to refer to Crocs’ Annual Report on Form 10-K, as well as other documents filed with the SEC for additional discussion of these risk factors. Crocs intends that all of its forward-looking statements in this call will be protected by the Safe Harbor provisions of the Securities and Exchange Act of 1934. Crocs is not obligated to update its forward-looking statements to reflect the impact of future events. Now at this time I would like to turn the call over to Mr. John McCarvel, Chief Executive Officer of Crocs. Please go ahead, sir.

Thanks for joining us today to discuss our third quarter. With me on the call is Jeff Lasher, Chief Financial Officer who will review the financials in a moment. Let me begin today with details about our operating performance by region and provide more insight on the preliminary results we announced last week. Overall, we are pleased with the top line performance during the third quarter. Revenue increased 28% to $275 million as we continue to experience strong global demand for our spring and summer products with the positive momentum from the second quarter carrying over into early Q3. Revenue growth for the first nine months of 2011 was nearly 31%. We were also pleased with the initial sell-in of our fall line of products. The short-term revenue versus our initial guidance was primarily in our US direct-to-consumer channels and to a lesser extent Europe. Let me take a few minutes and discuss the US direct-to-consumer channel. In retrospect, we feel there were two key decisions taken by management that affected US retail. First, we changed the type of product merchandise in our outlet in kiosks that was not as promotional as previous years or as other retailers. Second, we changed our retail to back-to-school promotion too early in August as warm weather drove consumers to purchase more where known products which we didn’t have available in all occasion. While we experienced specific merchandising challenges in Q3, our outlet in kiosks location, we were happy with the performance of our full priced stores relative to our initial outlook as these channels benefitted from the introduction of new fall-winter products. Therefore, we view the short fall more as an execution issue versus the broad judgment call by consumers about our brand. From a growth perspective, Asia was again our best performing…

Thanks John. Hello everyone and thank you for joining us. Today, I’ll be discussing third quarter 2011 results. Revenue for the quarter increased $59 million as John said or 28% to $275 million. Each of our three geographic regions saw strong revenue growth in Q3. Sales in the Americas increased 18% to $123 million, Asia increased 41% to $111 million and Europe increased 26% to $41 million. In Americas, Q3 revenues continue to grow in all three channels. Retail sales in the Americas region increased 20% while store count was 195 at the end of the quarter, up 14 locations from prior year. At present, we have 72 full-priced stores, 58 full-price kiosks and 65 outlet locations. Sales from our wholesale channel grew 15%, internet grew 24% in Americas and in the USA revenue was up 20% for the quarter and represented about a third of total global sales. The 20% increase in retail sales in the Americas was from a combination of larger locations, product breadths and higher average footwear selling prices. Sales from the Asia segment were strong across all channels. For the third quarter, Asia revenues grew 41% from last year. Results in Japan grew 40% reflecting continued strength as the recovery continues in favorable currency conversion. Growth in the region was board-based as each of our top 10 countries in the quarter generated strong growth. In Asia, retail sales were up 49% during the quarter as we ended with 182 stores up from 151 last year. In Europe, sales grew by 26% versus prior year. During the quarter, results were driven by strong growth in our internet and retail business. Wholesale revenue grew 18% in the quarter as pre-books were delivered for the fall/winter season, but negatively impacted by lower than expected advance orders during the…

Thanks, Jeff. In summary, our Q3 performance did not meet our expectations and management is not satisfied with our performance for Q3. With that said, we do like the overall pace of our business to be at nearly $1 billion in revenue and around $1.22 EPS for 2011. We’re happy with the overall trajectory of the brand. EPS is up 58% year-over-year. We would like to reiterate our overall long-term growth plan for the business based on sustained growth in wholesale, higher product driven ASPs, direct channel development and geographic expansion. With that, we would now like to turn the call over to the operator and take questions.

Thank you. (Operator Instructions). We will take your first question from Jeff Klinefelter with Piper Jaffray.

Thank you. Couple of questions for you, Jeff and John. First of all, John just clarify that top-linked trends are comp trends between the outlet division or outlet kiosks compared to full-line stores. Can you just give a sense for kind of the magnitude between the two and kind of what that tells you about the new fall product reception by consumers versus some of your own strategic decisions in the outlet channel?

Specific to Q3, Jeff or to Q4?

Q3.

You know I think for new products went into the retail channel in that early August – mid-August timeframe, I think the initial indication is little bit hard to read with not many consumers looking for fall-winter products. So what we have seen subsequently as the weather starts to turn as we see little bit better traffic in the stores, and we see an uplift in terms of revenue based on new products and sell-through for lined products and more of our fall-winter selection.

I guess, I was afraid John more to you saw a slowdown, your saw specific issue in the outlook kiosks business in Q3, I mean what kind of a difference in comp trend between full line stores and allied stores, did you experience -- I mean was it a five-point difference between comp, I mean what was the indication that’s all -- do you have more of a strategic issue on the outlook channel versus just a product issue?

Yeah. We don’t really break out percentages between channel in our retail sectors. I think what we have said in both the initial guidance of today is that our outlook stores and Kiosks have had a higher percentage of discounted products in previous years. And I think this year we reduced the percentage on the types of product that we had an outlet in kiosks to be a less percentage of products being sold in those channel, and we put in a larger percentage of more full-lined product which in retrospect may have had an impact on consumer behavior. Consumer in the previous year would have come in and maybe buy two pairs of full priced shoes and one or two pairs of discounted product shoes where we saw them buying full price shoe this year there wasn’t that propensity to add that third or fourth pair to the acquisition, just based on that’s not providing as much as discount product.

Okay. Couple other quick questions. One, as you look forward in terms of unit versus dollar growth, I mean that’s impressive Jeff. I think you said 22% increase in average -- you know retail average selling price year-over-year. That’s driving a meaningful part of your top-line growth. What you kind see is the relationship that you expect to see or are you intending to see going forward, is your top-line growth going to be kind of two-thirds pricing, one third unit velocity?

Thanks, Jeff. You know I think when we look at the results for Q3 obviously we were encouraged by our success of the boot business which had a considerable benefit to our ASP as well as our new sneaker line both of which were up significantly on a year-over-year basis, and actually generated higher percentage of revenue driving down our costs right from the 52 to 48 as I mentioned in the script. You know that’s a major driving reason why our ASP in total was higher by 20% versus last year. So when we look forward into next fall – then we will be looking forward to building on that success in the second half of next year. Obviously our ASPs will trend on a seasonal basis based on the percentage of Spring-Summer as a total of our volume.

Okay. And then just other quick thing, on your backlog you said about $229 million of that $297 million would be first-half geometric Q1, Q2. John, can you give us a sense for how that splits between Q1 and Q2, being Q1 is -- there is more visibility for pre book as a percentage of your total wholesale, if I recall, from the trend this year. I mean, do you have a rough sense for how much of that $229 is Q1 versus Q2?

Well, you know last year, sorry in 2011 speaking towards last two quarters, we saw wholesale activity that was pretty close to the same level of Q1 versus Q2. I think Q2 was like $10 million higher than Q1 for wholesale activity. So, you know that split from three bucks is disproportionally towards the first quarter of 2012, as far as $225 million is associated with 2012 volume coming in. You know, so that would be disproportionally heavy to Q1, but we anticipate that the roll-out of that Q1-Q2 pretty bucks is we are still kind of working through that, and we’ll have a look at more detail of that in 90 days when we go out with our earnings for Q4. Obviously we give you a lot more color on Q1 at that point, but you know last year, sorry, earlier this year the split in wholesale was pretty close to 165, 175 kind of level. So we anticipate that same kind of performance next year.

And your next question comes from Jim Duffy with Stifel Nicolaus.

Thank you. Hello. Couple of questions. The inventory as you would [guide through] can you speak to the compensation of that, how much of that is spring product versus fall product, I guess I’ll start with that?

Thanks, Jim. Right now our inventory levels, as we mentioned, are down versus in the prior quarter we ended the quarter with a $151 million with inventory. So a pretty strong balance sheet perspective. Of that level about 90% is current products and that’s equal split basically kind of a 50:50 split of that 90% spring-summer versus for holidays, you know, it’s still warm weather and much -- in many parts of the world that we have a lot of our revenue coming from both the Singapore and South of the equator of volume as well as South America volume and Florida markets in the US. So, we still have a presence of spring-summer, but we do have half of our present inventories that’s not yielded well, will represent fall. Note this is just the approximation.

Okay. Can you do the same kind of back (inaudible) little approximations for the geographic location of the inventory?

Yeah, sure Jim. Basically our inventory split around the globe, Americas has always traditionally been a little bit heavier than their revenue percentage for their total distribution of inventory, and Asia has always traditionally been lower than their revenue percentage on a distribution inventory and Europe, you know, it’s kind of off between the little bit lower to a little bit higher. Right now, it’s a little bit higher than their percentage of revenue generation. So, you know, on a revenue split -- on an inventory versus revenue split, Americas would be a little bit higher on inventory than their revenue percentage. Europe will be a little bit higher than their percentage of revenue and Asia will be a little bit lower.

Okay. That’s helpful and then, how much incremental fall in inventory likely to take during the fourth quarter, if you have, kind of an inventory balance number at present. If you could guide us, that’ll be helpful. Or maybe you can comment on to the extent of how much incremental product shipping you are taking in relative to your forecasts?

Well, I think we’ve been very pleased with some of our fall products and we are in position to replenish much of those products. I think you are on the mailing list that we sent out some notifications that we replenished a cobbler cog in some of our boot products that we had very strong sell through in Q3. So, as those inventories come in, we are aggressively getting those to market as soon as possible for our direct-to-consumer channels and benefitting from the strong demand of those products.

Okay. And then, John, question for you. It sounds like some of the shortfall for [plan] could be characterized as self inflicted. You mentioned the merchandising the stakes in the outlets, the benefit of the hindsight, what were some of the other places where you feel like the organization made mistakes, what can you do to correct them both now and as you look out to next year?

I think we touched on you know the revenue side of the equation. I think maybe a little bit more aggressive proactive sales management in Europe during what was a pretty rough summer period there could have helped in that market. I think as we talk about SG&A we made some decisions there to write off certain assets to reduce our longer-term operating expenses and I think that in retrospect we thought that market would be stronger based on performance through the second quarter into the third quarter and those decisions we are taking thinking that we would at a higher revenue level. And so in retrospect maybe you know would have been better just to let those assets bleed out, of those constant bleed out over time. I think those would be kind of the bigger takeaway.

John, related to that from an accounting convention standpoint, why wouldn’t you call out some of those one-time major you know typically restructurings that help to decide you know kind of outside of the context of continuing operations?

Yeah, I think in general terms that will be correct. You know at this point for this particular quarter you know those were an unexpected expense for us in the quarter and we did call those out in the script that we didn’t anticipate those coming down in Q3. That was a decision that management made during the course up the third quarter after we had the call in, the primary reason why we had that call out in the paragraph, you know in and of itself there was not a hugely material number and therefore which was not going to be necessarily be included in our script or our Q and that number in and of itself was not material. But when you add it was the other items that we had that impacted our forecast for the quarter associated with SG&A and we thought it was important for the investment community to understand that there was some issues in the quarter that clipped us on the SG&A line that we did not foresee back 90 days ago.

And then last question John for you, we've seen a big correction in the stock, one that appears to be a disconnect from the fundamentals, is there anything that gives you a reason to change your philosophy for managing the business going forward because of what you saw during the third quarter.

I think Jim we had some nice tailwind in the second quarter where we had some pickups, some things that you don't always have visibility to. I think in the third quarter we maybe had a little bit of headwind and had a few things that didn't work as smoothly. If we look at what I said at the end of the call for us to sit here today and say that we are going to be close to a $1 billion, be close to $1.25, $1.22, do I think that this has been a successful year, the answer is yes. Do I think that management still has some overhang from prior years, where the street gets a little bit overly nervous about the company and the performance and what maybe happening inside this organization, the answer is yes. And I think what Jeff and I are working hard to do is to be transparent to dispel those kinds of thoughts and overreaction to what is a pretty fundamentally sound business that has a strong global play, has a strong balance sheet no doubt and an experienced management team is going to continue to do what we have done for the last few years and execute and perform to guidance. Was guidance a little bit overly aggressive at the end of Q2? I mean may be, but I think 30% growth, 31% growth for the first none months of the year speaks to the brand strength and the overall performance of the business. So if you are to continue to see us to be pretty forward and pretty direct as we have been.

Your next question comes from the line of Jim Chartier of Monness, Crespi, Hardt.

Following up on the last conversation, given your confidence in the business, have you given thought to buying back the stock, given the stock is down significantly and was it still a very good quarter?

We left the quarter with $220 million in cash and as you know we’ve had an approval to do repurchases for quite sometime and we are always revealing our strategic alternatives when it relates to that $220 million in cash. That said, we are committed to having a cash reserve to buffer us against any headwinds that come across in the future and we are cognizant of that before we enter into any repurchase programs here of our stock even at the prices at today, we do feel like we would feel more comfortable at the $3 share market John has I mentioned in the past as our near-term target for cash reserves.

Okay, that’s helpful and then can you talk about the performance in Europe of subsidiary versus distributor markets and if there’s any difference between the two?

I think that if you look at distributor markets for Crocs in Europe, you have to remember that the only major markets where we have distributors is the Benelux, Spain, Italy and then really anything that would be kind of considered Eastern Blocks, so from Poland all the way south to the Balkan and we have good distributors in each of those markets and we continue to work closely with them and in some of those markets distributors do build out retail stores. So we do have the retail presence in the Benelux and Spain. We have recently taken back our retail rights in Italy. So we’re looking at options in that market to open up franchise stores or own stores or with partners in that marketplace today. I think those markets had a lot more sun, if you look at how the sun pattern ran during the quarter and we were there probably three times during the quarter Spain, Italy, Mediterranean countries had a lot more sun at the beginning and then at the end of the season, the Nordics and Russia had nicer summers, hence we had good sell through in those markets, good growth in those markets. I think unfortunately in those markets that we do directly control specific to Q3, the UK, France, Germany those markets just, I think, underperformed mainly because what I heard and saw in discussions with retailers in our sales force there was that you know sell-throughs were okay, but there was really a very little lack of appetite to buy additional spring summer product in the July-August timeframe. They just waited for fall winter products to stock. So, I think those are kind of the implications in the short term. I touched on Jim in the script a little bit. You know, we are making progress. Again, having taken back those markets a couple of years ago to rebuild both the independents and key wholesale partnerships in department stores, in sporting goods, in the major markets there, we’re going to see door growth there next year. I think what we’re seeing right now is a little bit of reluctance from European retailers to place orders really outside of the first quarter or their first drops, maybe with today’s news and what’s happening in Europe. Maybe we will start to see a little bit more confidence return on to the retail market but I think time will tell.

Okay and then fourth quarter backlog, I estimate it is up 22%. Is that about right? Holiday product, I guess.

Yeah. I think last year at this point, we were saying that the fourth quarter backlog was like 55 million and this year it’s at like 60, 65. So, yeah, round about that 20%, a little bit more than the 20% growth.

Okay. And then, I know, you guys dropped a catalog this year fall product, can you talk about the performance of that catalog, maybe the timing of it, if it could have been dropped earlier or later?

Sure. I think as we said in our remarks that it’s really our desire to find other ways to engage consumers, to show them a full portfolio of products for the fall winter season. We did do one drop conversion on that drop was about 2%. I think more so than just the conversion on what that initial drop was 1.5 million pieces sent out is getting the brand in a different way, in front of consumers where most of the reactions that we’ve heard is the same thing that we hear a lot. While I didn’t know you had all these different products, while you guys have come a long way, only thought of you as a clog or maybe a line clog for the fall winter season and what we’ve seen is you know a very strong sell-through of some of our new line products and some of the new women’s products which is you know the targeted consumer for the brand. She makes so many of the decision purchases around footwear for kids, for her husband and for herself. We have another catalog drop that will be a larger distribution, that is much more geared around gifting for the holidays and that will come out here in the next two weeks.

(Operator Instructions). Our next question comes from Robert Samuels with WJB Capital.

Can you just talk a little bit about how you are thinking about retail growth for next year and how many new stores perhaps you are planning by geography?

I think this year, Rob we talked a little bit about this in our commentary that our retail business is up about 31% this year, while door growth was only at about 16% Jeff highlighted that in his remarks. I think it’s our belief that we need to continue to build the brand out, not only in the US markets where store growth could run anywhere from 25 to 50 stores next year. I think the same thing would be true in Asia, as we see a continual growth there in the fourth quarter. We expect about 10 additional stores to open in the fourth quarter, 15 in Asia and one in Europe and those are all types of retail opportunities, full line stores, outlet, shop and shop across the board. And we think that's going to continue into next year. I think the harder market for us to project right now and we’ve spent a lot of time on this in 2011, is really the opportunities to build a stronger brand in Europe with both retail stores as well as outlet. And I think it’s a little bit premature for me to tell you at this point in time what I think the door growth would be in Europe, but we will talk about that on the Q4 call and give a little bit more color on where we are at from a retail standpoint there, but its still our belief to continue to invest in key locations for retail.

Great. And then what are you seeing just with regards to input costs right now for next year?

You know having lived in Asia for a long time, having to spend a week with both the head of our product development, who lived in Asia also for a number of years and the head of our supply chain management group. We’re starting to see a little bit of softness occur and we’re starting to see from a supplier standpoint the movement of products into lower cost region in Vietnam, in Indonesia and we will continue to build additional products in Vietnam with one of our partners to continue to offset any cost increases that we see. I think you know groundwork, we continue to be pretty aggressive in how our input cost and how quality improvements can drive cost side of the business and so you know we are still waiting to see what the final indications are going to be from the government that will come in that January timeframe about minimum wage increases. But we are working hard to mitigate any cost increases that we have or you know what we think can be in that 5% again 10% range in the China market. But it’s clearly cooling off; you are clearly seeing more and more footwear manufacturing being moved to other locations to balance their risk from a manufacturing standpoint through those three markets in China, Vietnam and Indonesia.

Okay great. And then just last question, at what point does Asia become a bigger region for you guys than the America I mean is that next year or say how soon do you think that could happen?

I don’t know that we can see into ‘13 yet with the rate of growth I think; you know we’re very happy with the growth of wholesale doors and the quality of relationships that we’re building in the US marketplace when it comes to wholesale we continue to invest in retail at a fairly strong pace and the internet is the strong part of our US business that’s not really part of our Asian business outside of Japan. So I think for ‘12 I think the Americas marketplace will continue to be larger than Asia, if we continue to see the brand strength that we have in Asia in the last couple of years carrying Yen to what pre-books look like for 2012 then, I think it is possible that you could see that change in ‘13.

We’ll take our next question from Reed Anderson with D. A. Davidson.

Thank you. Just a couple of questions. Back to the backlog, can you just, Jeff if you look at that number does the backlog increase or the dollar level when you look at it, I mean what portion or how was the pricing or has pricing influenced that increase?

If we look at our backlog for next year, the pure price increases that we see in our carryover spring-summer product is still going to be modest and we still have some iconic price points for the 39.99 CrocBand, 34.99 for kids. So the pure price opportunities on those is limited. That said, the spring-summer products that we’re bringing in the new products do represent some opportunities to raise our prices. When we look at the Adrina Flat that we’re bringing in and that changes color, the Chameleon and Adrina Flat that we brought in is $5.00 more than the Adrina Flat that doesn’t change colors. So the non-Chameleon product. So there’s a 10% pricing opportunity there on added content from the product side and the product development side. So that will be a slight when did our sales associated with new products 2012 spring/summer. But on the pure pricing side for carryover products will probably be modest, at least in the United States.

Okay. Then also on backlog, I am just curious, in terms of, again you look at kind of the overall growth there. I am and presuming it’s still pretty broad-based, I really want to take the kind of U.S. business numbers, still pretty broad-based across your customers, not so much dominated by a lot of the new customers or new initiatives kind of thing. Can you just speak to kind of the breadth of strengths in that backlog?

Yeah, I think it’s fair to say, Reed, I think you see strength in some of our partners that we’ve worked closely with over the last two or three years, more styles, more doors or all doors. I don’t know that we’re adding many additional major national type of distribution points or partners. We are adding some, but I think that the confidence that our existing wholesale accounts in the U.S. feel about Crocs and see the diversity of the product in the kind of the quality versus price points that we’re at is fueling really the growth in U.S. backlog. I think our U.S. sales force team has done outstanding job of just staying in front of the customer to get them to see the evolution of the brand.

Great. And then just lastly, just on gross margin, Jeff I think in the script you said that the majority of the margin degradation if you will year-over-year was really attributable to the lower margins in the wholesale business. And so I just want to qualify that, is that essentially just the input cost piece or there are some other dynamics there that would account for that?

As you know, the fall holiday product line with higher content, the boots the sneakers much higher labor content and the spring/summer molded line, so we would have anticipated sequential drop aster bated by the increased percentage of boots and sneakers as a total of our overall volumes. So you know we did anticipate a slight decrease in gross margin. On the other hand you know as we look at Q4 our gross margins for Q4, we’re fairly comfortable that they will be in good shape and we’ll be able to hold the sequential drop to a drop of less than what we saw last year. Last year our gross margin drop from I think 55% to 48% or 49% in Q4, we don’t believe that we’ll see that large of a drop from Q3 in the Q4 this year. We have seen some great success with our fall 2011 product line and that’s driving both the revenue and the ASP as we talked about earlier in the call, but it does affect our gross margin a little bit on the margin line percentage wise.

(Operator Instructions) We’ll take our next question from Sam Poser with Sterne Agee.

Good afternoon guys and thanks for taking my question. The non-recurring charges in the quarter, can you walk through exactly what they were?

Yeah, so Sam I think what we said in the script earlier in this call was that we had the cost of the severance for certain salaried employees. As John mentioned, we did some actions in Europe to lower the headcount in Europe and that was associated with some outsourcing and some process improvement and its part of the opportunity there to lead us to take a little bit of a severance hit in Europe. We also had an acceleration of agency marketing expenses for fall holiday asset that were retired in 2011 and that's an impairment for tools that is shown as a call out on the 10-Q also on the income statement today. So you can see that it was a bit of a tooling change in the way we handle our tools. Although together it added up to about $3.5 million more than we originally anticipated.

$3.5 million, well I mean is that – so you can take out $0.5 million for the asset impairment and $3 million for the other two, but you haven't included those anywhere except for in the remarks you just made?

Correct. The remarks associated with that were against our original expectations, our cost for the quarter, so I was trying to do is explain the…

Expected or unexpected, those charges are one-time in nature so we could adjust the EPS by the amount of that as a recurring number, because they aren't going to exist next year in the SG&A?

Well, in that we only have the employee for Europe are on ongoing basis now so and the assets that we have for advertising are normally spread over the revenue generated by those assets. So, you know, that is a fair statement but it’s important to acknowledge that we do have SG&A expenses in all quarters and that we will benefit from the reduction in force associated with that going forward.

I understood, but like when you said that – like in the agency – in the right – in the agency you were trying for the agency, you were paying double for that, you had in-house marketing and you have these agencies. So getting rid of that would recover the some costs that were there that won’t happen again?

As in any quarter you would have some surprises that had -- this quarter we just had those inflated events that came out for the quarter, and we went make sure that people understood this is why our SG&A costs were a little bit higher than we originally anticipated when we gave guidance --

Why not just make an adjustment for that on the income statement?

You know you are free to make that adjustment even with a GAAP growth, so we didn’t want to make that adjustment on a GAAP basis because they are expenses for SG&A.

Fair to say. And then back to what we started here, the US same-stores sales refresh my memory were up what --?

You know as we have discussed some (inaudible), you know we really are not in a position to break out comp metrics by region and by segments and given our…..

I mean -- impressive, John -- you called out in the press release last week as well as today the outlook that the outlets in the kiosks were responsible for a good deal of the short fall in the retail business and which results were the shortfall overall based on the decisions should not have as much promotional product in those stores and so on?

Right.

Fair statement? So then the question really is on a percentage basis, what was the differential between the full price stores that shouldn’t have been affected and the outlets I mean on a comp, on a two expectations did the full price stores was up to your expectation, while the other ones fell short or did they fall a little short as well or are they are a little bit better, I mean give us something here? Numbers will be better.

Okay, well, let me see what I can do. So, as I said, our overall retail business for the quarter was up 31%. Door increase for the quarter was up 16%. So, we can see by definition what’s happening. By segment, our outlets and kiosks performed below our initial expectations than what we had forecast while the growth in our full line stores reflected the continued reception of our fall products, so they performed well.

At or above -- at below or above your expectations?

Slightly above.

And has that – I'm sorry, go ahead.

Okay, two other points and then I’ll let you ask the question. I said we’re working through merchandising changes in our outlet business right now, as we prepare for the holiday season. So we are trying to make those changes, you know, where we clearly identified the mix of products and the discounting structure that we had in those two channels in outlets and kiosks to be back to what we had done in prior years. Plus we think it is in line with the current structure of today’s U.S. retail market. And the last one, I want to give you a little bit of kind of guidance, then a little bit of direction is that our sales by store, by day, our sales by store by day during the quarter were up 8%. So, we look at this on an overall basis, we look at the shifting dynamics of putting a retail store in a mall where we already have a kiosk. We look at the dynamics of how many dollars we’re taking out of a particular mall or in a particular location. We look at the impacts on the business and we believe that the retail business continues to drive the right kind of branding and the right kind of growth for the business.

Okay. And then lastly, in the guidance for the fourth quarter, $200 million to $205 million which is really up low teens, what -- how are you thinking about wholesale there versus the retail and are retail direct growth -- direct businesses and given that the backlog number is higher, can we expect that into this higher wholesale growth and lower retail or direct growth, I mean given that -- given that it looks like the backlog is 18% to 20% up?

So, Sam, as we discussed in the prepared remarks, we said that we expect the wholesale revenue to be up modestly for the quarter. It’s when we look at the fourth quarter, we anticipate to say a modest growth in the wholesale. Yes, our pre-books are up but as you know we’ve shifted much of our volume from at-once to pre-books and that trend has continued for quite some time. So our pre-books are up 20% versus last year, but we did see a shift from at one to two pre-books in our wholesale category. We do anticipate that the majority of our growth on a year-over-year basis will come from the direct channel, both internet in Europe which continues to be strong even in the base of some macroeconomic challenges as well as our retail businesses in Asia and Americas that are well diversified across those geographic locations.

We’ll now move to our final question from Steven Martin with Slater Capital.

Hi, guys. John just preliminary views out to next year, can you talk about your preliminary views on G&A, non-retail G&A and your advertising and marketing spend for ‘12 and also what you might be doing in the southern hemisphere to offset some of the fall winter issues?

Sure. I think if you think about SG&A, we have a large portion of our SG&A cost that still comes through our direct channel and today we are about 50, almost for an annualized basis on what’s SG&A direct, so you are going to continue to see that growth as we continue to grow our direct-to-consumer retail business. I think on the indirect SG&A, we are continuing to try to create leverage in the business. So some of the efficiencies that we are driving in certain areas of business, finance, outsourcing some of our back office, creates additional spend for indirect SG&A and I think we finish our budgeting and planning here in another week’s time. We have a better feel for where that's going to be, but it’s clearly you know our stated objective, both externally and internally is that we want to continue to create leverage in the business. We think we can do things in a fun and innovative way that engages with the consumers that still can drive the proper messaging about the diversification of the portfolio of products that we do have today and about the brand in a way that creates leverage. So I think we will have more color, more new kind of vision on SG&A again, when we do the next call for Q4. But again it’s our stated objective that we are going to continue to manage SG&A in a more judicious and a more efficient manner while still spending the adequate amount of money required to market and to drive the brand. On the southern hemisphere market places I think we were starting to see a little bit again in Australia. We continue to build on our growth that we have had in two, Argentina, Brazil in the southern cone and (inaudible) kind of the North and South American market place and in through Central America continues to be good growth market for us is great tourist destination, anywhere it is a great tourist destination is usually great place for us. So we continue to grow those businesses you know increasingly bullish about what’s happening for us in various portions of the Middle East market where there is stability in Saudi Arabia and a lot of the Gulf states where we are working with partners in opening additional retail locations and wholesale accounts. So I think that you know our strategy to continue to do the geographic outreach and expansion is still a significant piece of our strategy for the upcoming years.

And one follow up, in response to Sam’s question the 8% growth by day per door, were you talking about full line stores, full line in outlet or just outlet?

If we take all stores globally and we look at what the dynamic is within the brand and there is a little bit of concern with investors whether the indication of the brand is losing its appeal and our plan really has been we’re apologetic about the growth that did not occurred in the United States in our retail markets that we had forecast in our prior guidance that there would be continued robust growth that did not sustain itself into the third quarter. But there is still a strong appeal to consumers both existing and new about the brand, about the products that we’re bring into marketplace and I think that’s the best way for us to kind of share that is to kind of give it in that term.

Got you. John one last question, on your direct, your ecommerce and your own stores, what is your stock position been this year versus last year i.e. stock outs and replenishment etcetera?

I think for the first nine months of the year, we’re continuing to focus on the supply chain management stock-out that we’ve done a better job in all markets in terms of managing the higher running products; its always a bit of a challenge when you’re chasing growth like that. So I think that overall organization we’ve done a good job. I think as we go into fall/winter last year by the time we hit Black Friday, Cyber Monday, our sales for October and November were pretty solid and we really sell through a lot of our fall/winter products so this year being cognizant of that you’re going to see our retail stores are much more seasonally decorated and much more gifting additional accessories to go with. You know, a branding world, much more cognizant, focused on making sure that we have good fall/winter product all the way through the selling season.

And that’s all the time we have for questions today. I would like to turn it back over to our presenters for any additional or closing remarks.

Thanks for joining us for the call today and we will talk to you again in three months.

And that does conclude today’s call. Thank you all for your participation.