##### 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, 2007
 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
 
 o þ 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, 2007 and December 31, 2006
    
    
    3Condensed Consolidated Statements of Operations (unaudited) for the three-months ended March 31, 2007 and 2006
    
    
    4Condensed Consolidated Statements of Cash Flows (unaudited) for the three-months ended March 31, 2007 and 2006
    
    
    5Notes
to Condensed Consolidated Financial Statements (unaudited)
    
    
    6 - 13Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14 - 24Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25 - 26PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26 - 27Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3. Defaults Upon Senior Securities
    
    
    27Item 4. Submission of Matters to a Vote of Security Holders
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    27SIGNATURES
    
    
    28EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
  2




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 VOLCOM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (unaudited)
 (in thousands, except share data)
 March 31, 2007
    
    
    December 31, 2006AssetsCurrent assets:Cash and cash equivalents
    
    $
    88,968
    
    
    $
    85,414Accounts receivable  net of allowances of
$1,946 (2007) and $1,323 (2006)
    
    
    33,366
    
    
    
    34,175Inventories
    
    
    11,160
    
    
    
    13,185Prepaid expenses and other current assets
    
    
    2,376
    
    
    
    1,383Deferred income taxes
    
    
    2,416
    
    
    
    2,353Total current assets
    
    
    138,286
    
    
    
    136,510Property and equipment  net
    
    
    17,618
    
    
    
    11,527Investments in unconsolidated investees
    
    
    298
    
    
    
    298Deferred income taxes
    
    
    667
    
    
    
    660Intangible assets  net
    
    
    375
    
    
    
    386Goodwill
    
    
    158
    
    
    
    158Other assets
    
    
    275
    
    
    
    209Total assets
    
    $
    157,677
    
    
    $
    149,748Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    6,008
    
    
    $
    8,764Accrued expenses and other current liabilities
    
    
    7,675
    
    
    
    6,175Income taxes payable
    
    
    3,243
    
    
    
    424Current portion of capital lease obligations
    
    
    79
    
    
    
    78Total current liabilities
    
    
    17,005
    
    
    
    15,441Long-term capital lease obligations
    
    
    85
    
    
    
    106Other long-term liabilities
    
    
    203
    
    
    
    204Income taxes payable  noncurrent
    
    
    126
    
    
    
    Commitments and contingencies (Note 9)Stockholders equity:Common stock, $.001 par value  60,000,000
shares authorized; 24,319,920 (2007) and
24,295,420 (2006) shares issued and
outstanding
    
    
    24
    
    
    
    24Additional paid-in capital
    
    
    87,624
    
    
    
    86,773Retained earnings
    
    
    52,373
    
    
    
    47,019Accumulated other comprehensive income
    
    
    237
    
    
    
    181Total stockholders equity
    
    
    140,258
    
    
    
    133,997Total liabilities and stockholders equity
    
    $
    157,677
    
    
    $
    149,748
  3




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VOLCOM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except share and per share data)
 Three Months EndedMarch 31,2007
    
    
    2006Revenues:Product revenues
    
    $
    49,425
    
    
    $
    40,513Licensing revenues
    
    
    1,393
    
    
    
    1,083Total revenues
    
    
    50,818
    
    
    
    41,596Cost of goods sold
    
    
    24,411
    
    
    
    20,074Gross profit
    
    
    26,407
    
    
    
    21,522Selling, general and administrative expenses
    
    
    18,345
    
    
    
    14,836Operating income
    
    
    8,062
    
    
    
    6,686Other income:Interest income, net
    
    
    1,081
    
    
    
    737Foreign currency gain
    
    
    39
    
    
    
    3Total other income
    
    
    1,120
    
    
    
    740Income before provision for income taxes
    
    
    9,182
    
    
    
    7,426Provision for income taxes
    
    
    3,700
    
    
    
    3,000Net income
    
    $
    5,482
    
    
    $
    4,426Net income per share:Basic
    
    $
    0.23
    
    
    $
    0.18Diluted
    
    $
    0.22
    
    
    $
    0.18Weighted average shares outstanding:Basic
    
    
    24,273,178
    
    
    
    24,200,256Diluted
    
    
    24,374,647
    
    
    
    24,312,946
  4




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VOLCOM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
 Three Months EndedMarch 31,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    5,482
    
    
    $
    4,426Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    533
    
    
    
    310Provision for doubtful accounts
    
    
    146
    
    
    
    42Excess tax benefits related to exercise of stock options
    
    
    (173
    )
    
    
    (113
    )Loss on disposal of property and equipment
    
    
    15
    
    
    
    8Stock-based compensation
    
    
    210
    
    
    
    207Deferred income taxes
    
    
    (63
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    684
    
    
    
    (1,493
    )Inventories
    
    
    2,032
    
    
    
    3,161Prepaid expenses and other current assets
    
    
    (986
    )
    
    
    520Income taxes receivable/payable
    
    
    2,993
    
    
    
    2,913Other assets
    
    
    (66
    )
    
    
    (10
    )Accounts payable
    
    
    (2,760
    )
    
    
    (1,304
    )Accrued expenses and other current liabilities
    
    
    1,272
    
    
    
    1,536Other long-term liabilities
    
    
    (4
    )
    
    
    Net cash provided by operating activities
    
    
    9,315
    
    
    
    10,203Cash flows from investing activities:Purchase of property and equipment
    
    
    (6,458
    )
    
    
    (963
    )Proceeds from sale of property and equipment
    
    
    15
    
    
    
    Net cash used in investing activities
    
    
    (6,443
    )
    
    
    (963
    )Cash flows from financing activities:Principal payments on capital lease obligations
    
    
    (20
    )
    
    
    (17
    )Proceeds from exercise of stock options
    
    
    465
    
    
    
    374Excess tax benefits related to exercise of stock options
    
    
    173
    
    
    
    113Net cash provided by financing activities
    
    
    618
    
    
    
    470Effect of exchange rate changes on cash
    
    
    64
    
    
    
    8Net increase in cash and cash equivalents
    
    
    3,554
    
    
    
    9,718Cash and cash equivalents Beginning of period
    
    
    85,414
    
    
    
    71,712Cash and cash equivalents End of period
    
    $
    88,968
    
    
    $
    81,430Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    7
    
    
    $
    4Income taxes
    
    $
    770
    
    
    $
    29
 Supplemental disclosures of noncash investing and financing activities:
   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 Transition Election Related to Accounting for the Tax Effects of
Share-Based Payment Awards
    Stock
Compensation Plans
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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)  (continued)
  Stock Option Awards
  Weighted-Average
    
    
    Weighted-AverageNumber of
    
    
    Exercise
    
    
    RemainingOptions
    
    
    Price
    
    
    Contractual TermOutstanding at January 1, 2007
    
    
    487,700
    
    
    $
    19.00Granted
    
    
    
    
    
    
    Exercised
    
    
    (24,500
    )
    
    $
    19.00Canceled or forfeited
    
    
    
    
    
    
    Outstanding at March 31, 2007
    
    
    463,200
    
    
    $
    19.00
    
    
    8.3 yearsExercisable at March 31, 2007
    
    
    190,400
    
    
    $
    19.00
    
    
    8.3 years
   Weighted-AverageNumber of
    
    
    Grant-DateOptions
    
    
    Fair ValueUnvested at January 1, 2007
    
    
    272,800
    
    
    $
    9.14Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Canceled or forfeited
    
    
    
    
    
    
    Unvested at March 31, 2007
    
    
    272,800
    
    
    $
    9.14
  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
    
    
    463,200
    
    
    
    8.3
    
    
    $
    19.00
    
    
    
    190,400
    
    
    $
    19.00
 7




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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)  (continued)
  Restricted Stock Awards
    Weighted-AverageShares of
    
    
    Grant-DateRestricted Stock
    
    
    Fair ValueOutstanding restricted stock at January 1, 2007
    
    
    31,000
    
    
    $
    30.09Granted
    
    
    
    
    
    
    Vested
    
    
    (1,500
    )
    
    $
    34.65Canceled or forfeited
    
    
    
    
    
    
    Outstanding restricted stock at March 31, 2007
    
    
    29,500
    
    
    $
    29.86
  Nonemployee Share-Based Compensation
 Note 3  New Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109.
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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)  (continued)
  Fair Value Measurements.
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of SFAS No. 115
 Note 4  Inventories
  March 31, 2007
    
    
    December 31, 2006(In thousands)Finished goods
    
    $
    10,798
    
    
    $
    12,959Work-in-process
    
    
    187
    
    
    
    41Raw materials
    
    
    175
    
    
    
    185$
    11,160
    
    
    $
    13,185
 Note 5  Property and Equipment
  March 31, 2007
    
    
    December 31, 2006(In thousands)Furniture and fixtures
    
    $
    2,205
    
    
    $
    1,869Office equipment
    
    
    1,357
    
    
    
    1,180Computer equipment
    
    
    2,621
    
    
    
    2,173Leasehold improvements
    
    
    1,287
    
    
    
    1,241Building
    
    
    7,559
    
    
    
    254Land
    
    
    4,723
    
    
    
    1,750Construction in progress
    
    
    1,031
    
    
    
    5,70920,783
    
    
    
    14,176Less accumulated depreciation
    
    
    (3,165
    )
    
    
    (2,649
    )Property and equipment  net
    
    $
    17,618
    
    
    $
    11,527
   9




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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)  (continued)
   Note 6  Investments in Unconsolidated Investees
  Note 7 Intangible Assets
  As of March 31, 2007
    
    
    As of December 31, 2006Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization(In thousands)Customer relationships
    
    $
    310
    
    
    $
    44
    
    
    $
    310
    
    
    $
    36Backlog
    
    
    160
    
    
    
    160
    
    
    
    160
    
    
    
    160Non-compete agreements
    
    
    40
    
    
    
    6
    
    
    
    40
    
    
    
    5Reacquired license rights
    
    
    84
    
    
    
    9
    
    
    
    84
    
    
    
    7$
    594
    
    
    $
    219
    
    
    $
    594
    
    
    $
    208
  Note 8  Accrued Expenses and Other Current Liabilities
  March 31, 2007
    
    
    December 31, 2006(In thousands)Payroll and related accruals
    
    $
    4,143
    
    
    $
    3,785Other
    
    
    3,532
    
    
    
    2,390$
    7,675
    
    
    $
    6,175
 10




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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)  (continued)
 Note 9  Commitments and Contingencies
 Litigation
 Indemnities and Guarantees
 Note 10  Earnings Per Share
 Earnings Per
Share
 Three Months EndedMarch 31,2007
    
    
    2006(In thousands, except share data)Numerator  Net income
    
    $
    5,482
    
    
    $
    4,426Denominator:Weighted average common stock outstanding for basic earnings per share
    
    
    24,273,178
    
    
    
    24,200,256Effect of dilutive securities:Stock options and restricted stock
    
    
    101,469
    
    
    
    112,690Adjusted weighted average common stock and assumed conversions for
diluted earnings per share
    
    
    24,374,647
    
    
    
    24,312,946
 Note 11  Income Taxes
    11




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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)  (continued)
   Note 12  Segment Information
   Three Months EndedMarch 31,2007
    
    
    2006(In thousands)Total revenues:United States
    
    $
    49,214
    
    
    $
    40,645Europe
    
    
    1,604
    
    
    
    951Consolidated
    
    $
    50,818
    
    
    $
    41,596Gross profit:United States
    
    $
    25,678
    
    
    $
    21,198Europe
    
    
    729
    
    
    
    324Consolidated
    
    $
    26,407
    
    
    $
    21,522Operating income (loss):United States
    
    $
    9,839
    
    
    $
    6,761Europe
    
    
    (1,777
    )
    
    
    (75
    )Consolidated
    
    $
    8,062
    
    
    $
    6,686Identifiable assets:United States
    
    $
    145,154
    
    
    $
    117,861Europe
    
    
    12,523
    
    
    
    1,359Consolidated
    
    $
    157,677
    
    
    $
    119,220
 12




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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)  (continued)
  Three Months EndedMarch 31,2007
    
    
    2006(In thousands)Mens
    
    $
    24,672
    
    
    $
    24,771Girls
    
    
    17,078
    
    
    
    13,057Snow
    
    
    
    
    
    
    Boys
    
    
    3,334
    
    
    
    2,275Footwear
    
    
    2,114
    
    
    
    Girls swim
    
    
    1,720
    
    
    
    Other
    
    
    507
    
    
    
    410Subtotal product categories
    
    
    49,425
    
    
    
    40,513Licensing revenues
    
    
    1,393
    
    
    
    1,083Total revenues
    
    $
    50,818
    
    
    $
    41,596
   Three Months EndedMarch 31,2007
    
    
    2006(In thousands)United States
    
    $
    35,638
    
    
    $
    30,507Canada
    
    
    8,109
    
    
    
    5,950Asia Pacific
    
    
    1,546
    
    
    
    1,413Europe
    
    
    1,604
    
    
    
    951Other
    
    
    2,528
    
    
    
    1,692$
    49,425
    
    
    $
    40,513
 13




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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, 2006, 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, 2006.
 Overview
     14




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15




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Critical Accounting Policies
  Revenue Recognition
   Accounts Receivable
  16




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Inventories
  
    
    changes in consumer preferences;
    
    unseasonable weather; and
    
    weakened economic conditions.
  Goodwill and Intangible Assets
 Goodwill and
Intangible Assets
 Long-Lived Assets
  Investments in Unconsolidated Investees
  17




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Athlete Sponsorships
  Income Taxes
 Accounting for Uncertainty in Income Taxes
  Stock-Based Compensation
 Share-Based Payment
 18




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Foreign Currency Translation
   General
    Results of Operations
  Three MonthsEnded March 31,2007
    
    
    2006Revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    48.0
    
    
    
    48.3Gross profit
    
    
    52.0
    
    
    
    51.7Selling, general and administrative expenses
    
    
    36.1
    
    
    
    35.6Operating income
    
    
    15.9
    
    
    
    16.1Other income (expense)
    
    
    2.2
    
    
    
    1.8Income before provision for income taxes
    
    
    18.1
    
    
    
    17.9Provision for income taxes
    
    
    7.3
    
    
    
    7.3Net income
    
    
    10.8
    
    
    
    10.6
 19




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Three Months Ended March 31, 2007 Compared to Three Months Ended March 31, 2006
 Revenues
     Gross Profit
  20




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Selling, General and Administrative Expenses
  Operating Income
  Other Income
  Provision for Income Taxes
   Net Income
  Liquidity and Capital Resources
  21




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Three MonthsEnded March 31,2007
    
    
    2006(In thousands)Cash and cash equivalents at beginning of period
    
    $
    85,414
    
    
    $
    71,712Cash flow from operating activities
    
    
    9,315
    
    
    
    10,203Cash flow from investing activities
    
    
    (6,443
    )
    
    
    (963
    )Cash flow from financing activities
    
    
    618
    
    
    
    470Effect of exchange rate on cash
    
    
    64
    
    
    
    8Cash and cash equivalents at end of period
    
    $
    88,968
    
    
    $
    81,430
  (In thousands)
    
    
    Attributable to$
    (1,724
    )
    
    Decrease in cash flows from accounts payable, accrued expenses and other long-term liabilities
due to timing of payments and increased payroll accruals and other liabilities.(1,506
    )
    
    Decrease in cash flows due to an increase in prepaid expenses and other assets.(1,129
    )
    
    Decrease in cash flows due to a slower rate of decrease in our inventory levels between periods.2,177
    
    
    Increase in cash flows from accounts receivable due to the timing of sales and collections.1,056
    
    
    Increase in net income.330
    
    
    Increase in non-cash depreciation, provision for doubtful accounts and stock-based compensation.(92
    )
    
    Net decrease in cash flows from all other operating activities.$
    (888
    )
    
    Total
    Credit Facilities
  22




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Contractual Obligations and Commitments
  Payments Due by Period(in thousands)Apr. 1 -Total
    
    
    Dec. 31, 2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    ThereafterOperating lease obligations
    
    $
    12,289
    
    
    $
    1,488
    
    
    $
    2,666
    
    
    $
    2,262
    
    
    $
    1,968
    
    
    $
    1,777
    
    
    $
    2,128Capital lease obligations
    
    
    175
    
    
    
    65
    
    
    
    76
    
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    Professional athlete sponsorships
    
    
    5,295
    
    
    
    3,072
    
    
    
    1,839
    
    
    
    384
    
    
    
    
    
    
    
    
    
    
    
    Contractual letters of credit
    
    
    1,150
    
    
    
    1,150
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    18,909
    
    
    $
    5,775
    
    
    $
    4,581
    
    
    $
    2,680
    
    
    $
    1,968
    
    
    $
    1,777
    
    
    $
    2,128
     Seasonality
   23




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##### Table of Contents



Inflation
  Vulnerability Due to Concentrations
    Recent Accounting Pronouncements
 .
 Fair Value Measurements.
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of SFAS No. 115
 24




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk.
 Foreign Currency Risk
     Interest Rate Risk
  
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  25




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##### Table of Contents



Changes in Internal Control Over Financial Reporting
  
 PART II.
 OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
 Certain statements contained in or incorporated by reference into this Quarterly Report on
Form 10-Q, or which are otherwise made by us or on our behalf, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements that are predictive in nature, which depend upon or refer to future
events or conditions, which include words such as believes, plans, anticipates, estimates,
expects or similar expressions. In addition, any statements concerning future financial
performance, ongoing business strategies or prospects, and possible future actions are also
forward-looking statements. Forward-looking statements are based on current expectations and
projections about future events and are subject to risks, uncertainties, and assumptions about our
company, economic and market factors and the industry in which we do business, among other things.
These statements are not guaranties of future performance and we undertake no obligation to
publicly update any forward-looking statements, whether as a result of new information, future
events or otherwise. Actual events and results may differ materially from those expressed or
forecasted in forward-looking statements due to a number of factors. Factors that could cause our
actual performance and future events and actions to differ materially from such forward-looking
statements, 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, 2006. The following are the material changes and
updates from the risk factors previously disclosed in Part I, Item 1A in our Annual Report on Form
10-K for the year ended December 31, 2006.
 26




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##### Table of Contents



If we are unable to successfully implement our new distribution center and warehouse management
system, our financial condition could be materially affected.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
   
 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
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##### Table of Contents



SIGNATURE
  Volcom, Inc.Date: May 9, 2007
    /s/ Douglas P. CollierDouglas P. CollierChief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Authorized
Signatory) 28




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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
 29