##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-51382
 Volcom, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    33-0466919(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 Volcom, Inc.
1740 Monrovia Avenue
Costa Mesa, CA 92627
(Address of principal executive offices, including zip code)
 (949) 646-2175
(Registrants telephone number, including area code)
 þ o
  Large accelerated filer
þ
    
    Accelerated filer
o
    
    Non-accelerated filer  
o
(Do not check if a smaller reporting company)
    
    Smaller reporting company
o
 o þ




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##### 



VOLCOM, INC.
 FORM 10-Q
INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets (unaudited) as of March 31, 2008 and December 31,
2007
    
    
    3Condensed Consolidated Statements of Operations (unaudited) for the three months ended
March 31, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended
March 31, 2008 and 2007
    
    
    5Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    6  14Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15  26Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4. Controls and Procedures
    
    
    28Item 4T. Controls and Procedures
    
    
    28PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    29Item 1A. Risk Factors
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3. Defaults Upon Senior Securities
    
    
    30Item 4. Submission of Matters to a Vote of Security Holders
    
    
    30Item 5. Other Information
    
    
    30Item 6. Exhibits
    
    
    30SIGNATURES
    
    
    31EXHIBIT 31.1EXHIBIT 31.2Exhibit 32
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 VOLCOM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
 March 31, 2008
    
    
    December 31, 2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    72,031
    
    
    $
    92,962Short-term investments
    
    
    302
    
    
    
    Accounts receivable  net of allowances of
$3,836 (2008) and $2,783 (2007)
    
    
    66,919
    
    
    
    58,270Inventories
    
    
    18,958
    
    
    
    20,440Prepaid expenses and other current assets
    
    
    2,402
    
    
    
    1,720Income taxes receivable
    
    
    
    
    
    
    326Deferred income taxes
    
    
    3,164
    
    
    
    2,956Total current assets
    
    
    163,776
    
    
    
    176,674Property and equipment  net
    
    
    26,164
    
    
    
    24,427Investments in unconsolidated investees
    
    
    330
    
    
    
    298Deferred income taxes
    
    
    
    
    
    
    268Intangible assets  net
    
    
    23,840
    
    
    
    363Goodwill
    
    
    2,557
    
    
    
    Other assets
    
    
    415
    
    
    
    464Total assets
    
    $
    217,082
    
    
    $
    202,494Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    11,175
    
    
    $
    18,694Accrued expenses and other current liabilities
    
    
    13,407
    
    
    
    10,561Income taxes payable
    
    
    4,429
    
    
    
    Current portion of capital lease obligations
    
    
    100
    
    
    
    72Total current liabilities
    
    
    29,111
    
    
    
    29,327Long-term capital lease obligations
    
    
    92
    
    
    
    33Other long-term liabilities
    
    
    574
    
    
    
    190Income taxes payable  noncurrent
    
    
    91
    
    
    
    89Deferred income taxes
    
    
    1,249
    
    
    
    Commitments and contingencies (Note 10)Stockholders equity:Common stock, $.001 par value  60,000,000
shares authorized; 24,349,520 (2008 and 2007)
shares issued and outstanding
    
    
    24
    
    
    
    24Additional paid-in capital
    
    
    89,422
    
    
    
    89,185Retained earnings
    
    
    89,566
    
    
    
    80,226Accumulated other comprehensive income
    
    
    6,953
    
    
    
    3,420Total stockholders equity
    
    
    185,965
    
    
    
    172,855Total liabilities and stockholders equity
    
    $
    217,082
    
    
    $
    202,494
  3




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##### Table of Contents



VOLCOM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except share and per share data)
 Three Months EndedMarch 31,2008
    
    
    2007Revenues:Product revenues
    
    $
    79,987
    
    
    $
    49,425Licensing revenues
    
    
    567
    
    
    
    1,393Total revenues
    
    
    80,554
    
    
    
    50,818Cost of goods sold
    
    
    38,379
    
    
    
    24,411Gross profit
    
    
    42,175
    
    
    
    26,407Selling, general and administrative expenses
    
    
    27,777
    
    
    
    18,345Operating income
    
    
    14,398
    
    
    
    8,062Other income:Interest income, net
    
    
    469
    
    
    
    1,081Foreign currency (loss) gain
    
    
    (156
    )
    
    
    39Total other income
    
    
    313
    
    
    
    1,120Income before provision for income taxes
    
    
    14,711
    
    
    
    9,182Provision for income taxes
    
    
    5,371
    
    
    
    3,700Net income
    
    $
    9,340
    
    
    $
    5,482Net income per share:Basic
    
    $
    0.38
    
    
    $
    0.23Diluted
    
    $
    0.38
    
    
    $
    0.22Weighted average shares outstanding:Basic
    
    
    24,326,015
    
    
    
    24,273,178Diluted
    
    
    24,330,994
    
    
    
    24,374,647
  4




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##### Table of Contents



VOLCOM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (unaudited)
 (in thousands)
 Three Months EndedMarch 31,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    9,340
    
    
    $
    5,482Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    1,743
    
    
    
    533Provision for doubtful accounts
    
    
    163
    
    
    
    146Excess tax benefits related to exercise of stock options
    
    
    
    
    
    
    (173
    )Loss on disposal of property and equipment
    
    
    16
    
    
    
    15Stock-based compensation
    
    
    247
    
    
    
    210Deferred income taxes
    
    
    (79
    )
    
    
    (63
    )Changes in operating assets and liabilities, net of effects of acquisition:Accounts receivable
    
    
    (3,138
    )
    
    
    684Inventories
    
    
    5,801
    
    
    
    2,032Prepaid expenses and other current assets
    
    
    (473
    )
    
    
    (986
    )Income taxes receivable/payable
    
    
    4,632
    
    
    
    2,993Other assets
    
    
    77
    
    
    
    (66
    )Accounts payable
    
    
    (12,810
    )
    
    
    (2,760
    )Accrued expenses and other current liabilities
    
    
    221
    
    
    
    1,272Other long-term liabilities
    
    
    (112
    )
    
    
    (4
    )Net cash provided by operating activities
    
    
    5,628
    
    
    
    9,315Cash flows from investing activities:Purchase of property and equipment
    
    
    (1,026
    )
    
    
    (6,458
    )Business acquisition, net of cash acquired
    
    
    (26,856
    )
    
    
    Purchase of intangible assets
    
    
    (300
    )
    
    
    Purchase of short-term investments
    
    
    (281
    )
    
    
    Purchase of additional shares in cost method investee
    
    
    (32
    )
    
    
    Proceeds from sale of property and equipment
    
    
    
    
    
    
    15Net cash used in investing activities
    
    
    (28,495
    )
    
    
    (6,443
    )Cash flows from financing activities:Principal payments on capital lease obligations
    
    
    (46
    )
    
    
    (20
    )Cash received from government grants
    
    
    463
    
    
    
    Proceeds from exercise of stock options
    
    
    
    
    
    
    465Excess tax benefits related to exercise of stock options
    
    
    
    
    
    
    173Net cash provided by financing activities
    
    
    417
    
    
    
    618Effect of exchange rate changes on cash
    
    
    1,519
    
    
    
    64Net (decrease)/increase in cash and cash equivalents
    
    
    (20,931
    )
    
    
    3,554Cash and cash equivalents Beginning of period
    
    
    92,962
    
    
    
    85,414Cash and cash equivalents End of period
    
    $
    72,031
    
    
    $
    88,968Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    19
    
    
    $
    7Income taxes
    
    $
    827
    
    
    $
    770
 Supplemental disclosures of noncash investing and financing activities:
  Accounting for
Uncertainty in Income Taxes
  5




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VOLCOM, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
 Note 1 Basis of Presentation
   Note 2 Stock-Based Compensation
 Share-Based Payment
  Stock Compensation Plans
 6




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##### Table of Contents



Stock Option Awards
   Weighted-Average
    
    
    Weighted-AverageNumber of
    
    
    Exercise
    
    
    RemainingOptions
    
    
    Price
    
    
    Contractual TermOutstanding at January 1, 2008
    
    
    442,400
    
    
    $
    19.52Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Canceled or forfeited
    
    
    
    
    
    
    Outstanding at March 31, 2008
    
    
    442,400
    
    
    $
    19.52
    
    
    7.3 yearsExercisable at March 31, 2008
    
    
    228,700
    
    
    $
    19.00
    
    
    7.3 years
   Options Outstanding
    
    Options ExercisableWeighted-
    
    Weighted-
    
    
    
    
    
    Weighted-Average
    
    Average
    
    
    
    
    
    AverageNumber of
    
    Remaining
    
    Exercise
    
    Number of
    
    ExerciseRange of exercise price
    
    Options
    
    Life (yrs)
    
    Price
    
    Options
    
    Price$19.00
    
    
    432,400
    
    
    
    7.3
    
    
    $
    19.00
    
    
    
    228,700
    
    
    $
    19.00$42.07
    
    
    10,000
    
    
    
    9.1
    
    
    $
    42.07
    
    
    
    
    
    
    
    
  Restricted Stock Awards
 7




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##### Table of Contents



Weighted-AverageShares of
    
    
    Grant-DateRestricted Stock
    
    
    Fair ValueUnvested restricted stock at January 1, 2008
    
    
    24,000
    
    
    $
    30.00Granted
    
    
    
    
    
    
    Vested
    
    
    (1,500
    )
    
    $
    34.65Canceled or forfeited
    
    
    
    
    
    
    Unvested restricted stock at March 31, 2008
    
    
    22,500
    
    
    $
    30.72
  Note 3 New Accounting Pronouncements
 Fair Value Measurements
  The Fair Value Option for Financial Assets and
Financial Liabilities Including an Amendment of SFAS No. 115
 Business Combinations
 8




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Noncontrolling Interest in Consolidated
Financial Statements an amendment of ARB No. 51
 Disclosures about Derivative Instruments and
Hedging Activities  an amendment of FASB Statement No. 133
 Determination of the Useful Lives of
Intangible Assets Goodwill and Other Intangible Assets
 Note 4 Acquisitions
  9




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(In thousands)Current assets
    
    $
    10,453Property and equipment
    
    
    1,110Other assets
    
    
    19Amortizing intangible assets
    
    
    13,260Non-amortizing trademarks
    
    
    10,500Goodwill
    
    
    2,557Total assets acquired
    
    
    37,899Liabilities assumed
    
    
    (9,477
    )Net assets acquired
    
    $
    28,422
  Note 5 Inventories
  March 31, 2008
    
    
    December 31, 2007(In thousands)Finished goods
    
    $
    18,116
    
    
    $
    19,849Work-in-process
    
    
    422
    
    
    
    214Raw materials
    
    
    420
    
    
    
    377$
    18,958
    
    
    $
    20,440
 Note 6 Property and Equipment
  March 31, 2008
    
    
    December 31, 2007(In thousands)Furniture and fixtures
    
    $
    4,690
    
    
    $
    3,547Office equipment
    
    
    2,744
    
    
    
    1,724Computer equipment
    
    
    5,405
    
    
    
    4,959Leasehold improvements
    
    
    7,707
    
    
    
    7,379Building
    
    
    7,925
    
    
    
    7,489Land
    
    
    4,723
    
    
    
    4,723Construction in progress
    
    
    355
    
    
    
    3033,549
    
    
    
    29,851Less accumulated depreciation
    
    
    (7,385
    )
    
    
    (5,424
    )Property and equipment  net
    
    $
    26,164
    
    
    $
    24,427
   10




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Note 7 Investments in Unconsolidated Investees
  Note 8 Intangible Assets and Goodwill
  As of March 31, 2008
    
    
    As of December 31, 2007Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization(In thousands)Amortizing intangible assets
    
    $
    13,773
    
    
    $
    749
    
    
    $
    463
    
    
    $
    100Non-amortizing trademarks
    
    
    10,500
    
    
    
    
    
    
    
    
    
    
    
    Other non-amortizing intangible assets
    
    
    316
    
    
    
    
    
    
    
    
    
    
    
    $
    24,589
    
    
    $
    749
    
    
    $
    463
    
    
    $
    100
   Note 9 Accrued Expenses and Other Current Liabilities
  March 31, 2008
    
    
    December 31, 2007(In thousands)Payroll and related accruals
    
    $
    4,968
    
    
    $
    4,000Other
    
    
    8,439
    
    
    
    6,561$
    13,407
    
    
    $
    10,561
 Note 10 Commitments and Contingencies
 Litigation
 11




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Indemnities and Guarantees 
 Note 11 Earnings Per Share
 Earnings Per
Share
 Three Months EndedMarch 31,2008
    
    
    2007(In thousands, except share data)Numerator  Net income
    
    $
    9,340
    
    
    $
    5,482Denominator: Weighted average common
stock outstanding for basic earnings
per share
    
    
    24,326,015
    
    
    
    24,273,178Effect of dilutive securities:Stock options and restricted stock
    
    
    4,979
    
    
    
    101,469Adjusted weighted average common
stock and assumed conversions for
diluted earnings per share
    
    
    24,330,994
    
    
    
    24,374,647
  Note 12 Segment Information
  12




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Three Months EndedMarch,2008
    
    
    2007(In thousands)Total revenues:United States
    
    $
    49,225
    
    
    $
    49,214Europe
    
    
    25,154
    
    
    
    1,604Electric
    
    
    6,175
    
    
    
    Consolidated
    
    $
    80,554
    
    
    $
    50,818Gross profit:United States
    
    $
    23,907
    
    
    $
    25,678Europe
    
    
    14,669
    
    
    
    729Electric
    
    
    3,599
    
    
    
    Consolidated
    
    $
    42,175
    
    
    $
    26,407Operating income (loss):United States
    
    $
    4,979
    
    
    $
    9,839Europe
    
    
    9,038
    
    
    
    (1,777
    )Electric
    
    
    381
    
    
    
    Consolidated
    
    $
    14,398
    
    
    $
    8,062Identifiable assets:United States
    
    $
    120,898
    
    
    $
    145,154Europe
    
    
    57,129
    
    
    
    12,523Electric
    
    
    39,055
    
    
    
    Consolidated
    
    $
    217,082
    
    
    $
    157,677
  Three Months EndedMarch 31,2008
    
    
    2007(In thousands)Mens
    
    $
    40,817
    
    
    $
    24,672Girls
    
    
    19,867
    
    
    
    17,078Snow
    
    
    308
    
    
    
    Boys
    
    
    4,739
    
    
    
    3,334Footwear
    
    
    3,358
    
    
    
    2,114Girls swim
    
    
    4,058
    
    
    
    1,720Electric
    
    
    6,175
    
    
    
    Other
    
    
    665
    
    
    
    507Subtotal product categories
    
    
    79,987
    
    
    
    49,425Licensing revenues
    
    
    567
    
    
    
    1,393Total revenues
    
    $
    80,554
    
    
    $
    50,818
  13




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Three Months EndedMarch 31,2008
    
    
    2007(In thousands)United States
    
    $
    39,323
    
    
    $
    35,638Canada
    
    
    8,492
    
    
    
    8,109Asia Pacific
    
    
    2,270
    
    
    
    1,546Europe
    
    
    26,871
    
    
    
    1,604Other
    
    
    3,031
    
    
    
    2,528$
    79,987
    
    
    $
    49,425
 14




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The following discussion of our financial condition and results of operations should be read in
conjunction with our condensed consolidated financial statements and related notes included
elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results may differ materially from
those anticipated in these forward-looking statements due to known and unknown risks, uncertainties
and other factors. The section entitled Risk Factors set forth in Item 1A of our Annual Report on
Form 10-K for the year ended December 31, 2007, and similar discussions in our other Securities and
Exchange Commission, or SEC, filings, discuss some of the important risk factors that may affect
our business, results of operations and financial condition. You should carefully consider those
risks, in addition to the information in this report and in our other filings with the SEC, before
deciding to purchase, hold or sell our securities. We do not have any intention or obligation to
update forward-looking statements included in this Quarterly Report on Form 10-Q after the date of
this Quarterly Report on Form 10-Q, except as required by law. In addition, the following
discussion should be read in conjunction with the information presented in our audited consolidated
financial statements and related notes contained in our Annual Report on Form 10-K for our fiscal
year ended December 31, 2007.
 Overview
     15




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16




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Critical Accounting Policies
  Revenue Recognition
   Accounts Receivable
  17




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Inventories
  
    
    changes in consumer preferences;
    
    buying patterns of our retailers;
    
    unseasonable weather; and
    
    weakened economic conditions.
  Goodwill and Intangible Assets
 Goodwill and
Intangible Assets,
 Long-Lived Assets
  Investments in Unconsolidated Investees
  18




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Athlete Sponsorships
  Income Taxes
 Accounting for Uncertainty in
Income Taxes
  Stock-Based Compensation
 Share-Based Payment,
 19




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Foreign Currency Translation
   General
    Results of Operations
  Three MonthsEnded March 31,2008
    
    2007Revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    47.6
    
    
    
    48.0Gross profit
    
    
    52.4
    
    
    
    52.0Selling, general and administrative expenses
    
    
    34.5
    
    
    
    36.1Operating income
    
    
    17.9
    
    
    
    15.9Other income
    
    
    0.4
    
    
    
    2.2Income before provision for income taxes
    
    
    18.3
    
    
    
    18.1Provision for income taxes
    
    
    6.7
    
    
    
    7.3Net income
    
    
    11.6
    %
    
    
    10.8
    %
 20




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Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
 Revenues
     21




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Gross Profit
  Selling, General and Administrative Expenses
  Operating Income
  Other Income
  Provision for Income Taxes
  22




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Net Income
  Liquidity and Capital Resources
   Three MonthsEnded March 31,2008
    
    
    2007(In thousands)Cash and cash equivalents at beginning of period
    
    $
    92,962
    
    
    $
    85,414Cash flow from operating activities
    
    
    5,628
    
    
    
    9,315Cash flow from investing activities
    
    
    (28,495
    )
    
    
    (6,443
    )Cash flow from financing activities
    
    
    417
    
    
    
    618Effect of exchange rate on cash
    
    
    1,519
    
    
    
    64Cash and cash equivalents at end of period
    
    $
    72,031
    
    
    $
    88,968
  (In thousands)
    
    
    Attributable to$
    (11,101
    )
    
    Decrease in cash flows from accounts payable and accrued expenses due to
timing of payments, increased payroll accruals and other liabilities(3,822
    )
    
    Decrease in cash flows from accounts receivable due to the timing of sales
and collections and increased sales volumes and corresponding accounts
receivable balances as a result of the direct distribution of product in
Europe3,858
    
    
    Increase in net income3,769
    
    
    Increase in cash flows from inventory due to a quicker inventory turnover
thereby reducing our inventory levels1,812
    
    
    Increase in cash flows due to fluctuations in the income tax
receivable/payable balance and tax benefits related to stock option
exercises between periods1,264
    
    
    Increase in non-cash depreciation and amortization, provision for doubtful
accounts and stock-based compensation533
    
    
    Net increase in cash flows from all other operating activities$
    (3,687
    )
    
    Total
  23




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Credit Facilities
  Contractual Obligations and Commitments
  Payments Due by Period(in thousands)Apr. 1 -Total
    
    
    Dec. 31, 2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    ThereafterOperating lease obligations
    
    $
    26,791
    
    
    $
    3,042
    
    
    $
    3,388
    
    
    $
    3,128
    
    
    $
    2,958
    
    
    $
    2,256
    
    
    $
    12,019Capital lease obligations
    
    
    197
    
    
    
    87
    
    
    
    83
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    Professional athlete sponsorships
    
    
    17,432
    
    
    
    4,498
    
    
    
    4,433
    
    
    
    3,044
    
    
    
    1,345
    
    
    
    1,340
    
    
    
    2,772Contractual letters of credit
    
    
    750
    
    
    
    750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    45,170
    
    
    $
    8,377
    
    
    $
    7,904
    
    
    $
    6,199
    
    
    $
    4,303
    
    
    $
    3,596
    
    
    $
    14,791
    24




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##### Table of Contents



Seasonality
   Inflation
  Vulnerability Due to Concentrations
    25




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##### Table of Contents



Recent Accounting Pronouncements
 Fair Value Measurements
  The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of SFAS No. 115,
 Business Combinations,
 Noncontrolling Interest in Consolidated
Financial Statements an amendment of ARB No. 51
 Disclosures about Derivative Instruments and
Hedging Activities  an amendment of FASB Statement No. 133
 Determination of the Useful Lives of
Intangible Assets Goodwill and Other Intangible Assets
 26




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk.
 Foreign Currency Risk
      Interest Rate Risk
  27




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##### Table of Contents



Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
    Changes in Internal Control Over Financial Reporting
  
 Item 4T. Controls and Procedures.
 Not applicable.
 28




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##### Table of Contents



PART II.
 OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
 Before deciding to purchase, hold or sell our common stock, you should carefully consider the
risks described below in addition to the other cautionary statements and risks described elsewhere,
and the other information contained, in this Report and in our other filings with the SEC,
including our Annual Report on Form 10-K for the year ended December 31, 2007 and subsequent
reports on Forms 8-K. Risks that could affect our actual performance include, but are not limited
to those discussed in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December
31, 2007. The following are the material changes and updates from the risk factors previously
disclosed in Part I, Item 1A of our Annual Report on Form 10-K .
 One retail customer represents a material amount of our revenues, and the loss of this retail
customer or reduced purchases from this retail customer may have a material adverse effect on our
operating results.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
   29




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##### Table of Contents



Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits.
 31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 200231.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232
    
    Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 30




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##### Table of Contents



SIGNATURE
  Volcom, Inc.Date: May 12, 2008
    /s/ Douglas P. CollierDouglas P. CollierChief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Authorized Signatory) 31




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit No.
    
    Description31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232
    
    Certification of Principal Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 32