##### 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, 2006
 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
(State or other jurisdiction of
incorporation or organization)
    
    33-0466919
(I.R.S. Employer
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 o þ
 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, 2006 and
December 31, 2005
    
    
    3Condensed Consolidated Statements of Operations (unaudited) for the
three-months
ended March 31, 2006 and 2005
    
    
    4Condensed Consolidated Statements of Cash Flows (unaudited) for the
three-months ended March 31, 2006 and 2005
    
    
    5Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    6 - 12Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    13 - 23Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23 - 24Item 4. Controls and Procedures
    
    
    24PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25 - 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
  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, 2006
    
    
    December 31, 2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    81,430
    
    
    $
    71,712Accounts receivable  net of allowances of $955 (2006) and $730
(2005)
    
    
    22,860
    
    
    
    21,408Inventories
    
    
    7,674
    
    
    
    10,833Prepaid expenses and other current assets
    
    
    844
    
    
    
    1,366Income taxes receivable
    
    
    
    
    
    
    479Deferred income taxes
    
    
    1,110
    
    
    
    1,110Total current assets
    
    
    113,918
    
    
    
    106,908Property and equipment  net
    
    
    4,375
    
    
    
    3,467Investments in unconsolidated investees
    
    
    298
    
    
    
    298Intangible assets  net
    
    
    362
    
    
    
    451Goodwill
    
    
    158
    
    
    
    158Other assets
    
    
    109
    
    
    
    99Total assets
    
    $
    119,220
    
    
    $
    111,381Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    4,476
    
    
    $
    5,779Accrued expenses and other current liabilities
    
    
    4,299
    
    
    
    2,587Income taxes payable
    
    
    2,321
    
    
    
    Current portion of capital lease obligations
    
    
    74
    
    
    
    72Total current liabilities
    
    
    11,170
    
    
    
    8,438Long-term capital lease obligations
    
    
    164
    
    
    
    183Deferred income taxes
    
    
    80
    
    
    
    80Commitments and contingencies (Note 9)Stockholders equity:Common stock, $.001 par value  60,000,000 shares authorized;
24,241,320 (2006) and 24,214,120 (2005) shares issued and
outstanding
    
    
    24
    
    
    
    24Additional paid-in capital
    
    
    85,112
    
    
    
    84,418Retained earnings
    
    
    22,692
    
    
    
    18,266Accumulated other comprehensive income
    
    
    (22
    )
    
    
    (28
    )Total stockholders equity
    
    
    107,806
    
    
    
    102,680Total liabilities and stockholders equity
    
    $
    119,220
    
    
    $
    111,381
  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 31,2006
    
    
    2005Revenues:Product revenues
    
    $
    40,513
    
    
    $
    30,685Licensing revenues
    
    
    1,083
    
    
    
    1,006Total revenues
    
    
    41,596
    
    
    
    31,691Cost of goods sold
    
    
    20,074
    
    
    
    15,284Gross profit
    
    
    21,522
    
    
    
    16,407Selling, general and administrative expenses
    
    
    14,836
    
    
    
    10,363Operating income
    
    
    6,686
    
    
    
    6,044Other income (expense):Interest income (expense), net
    
    
    737
    
    
    
    (2
    )Foreign currency gain (loss)
    
    
    3
    
    
    
    (23
    )Total other income (expense)
    
    
    740
    
    
    
    (25
    )Income before provision for income taxes
    
    
    7,426
    
    
    
    6,019Provision for income taxes
    
    
    3,000
    
    
    
    88Income before equity in earnings of investee
    
    
    4,426
    
    
    
    5,931Equity in earnings of investee
    
    
    
    
    
    
    331Net income
    
    $
    4,426
    
    
    $
    6,262Net income per share:Basic
    
    $
    0.18
    
    
    $
    0.33Diluted
    
    $
    0.18
    
    
    $
    0.32Weighted average shares outstanding:Basic
    
    
    24,200,256
    
    
    
    19,170,705Diluted
    
    
    24,312,946
    
    
    
    19,535,964Pro forma net income data:Income before provision for income taxes, as reported
    
    
    
    
    
    $
    6,019Pro forma provision for income taxes
    
    
    
    
    
    
    2,588Pro forma income before equity in earnings of investee
    
    
    
    
    
    
    3,431Equity in earnings of investee
    
    
    
    
    
    
    331Pro forma net income
    
    
    
    
    
    $
    3,762Pro forma net income per share:Basic
    
    
    
    
    
    $
    0.20Diluted
    
    
    
    
    
    $
    0.19Pro forma weighted average shares outstanding:Basic
    
    
    
    
    
    
    19,170,705Diluted
    
    
    
    
    
    
    19,535,964
  4




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VOLCOM, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
 Three Months EndedMarch 31,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    4,426
    
    
    $
    6,262Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    310
    
    
    
    117Equity in earnings of investee, net of dividends received
    
    
    
    
    
    
    (331
    )Provision for doubtful accounts
    
    
    42
    
    
    
    60Excess tax benefits related to exercise of stock options
    
    
    (113
    )
    
    
    Loss on disposal of property and equipment
    
    
    8
    
    
    
    Stock-based compensation
    
    
    207
    
    
    
    7Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,493
    )
    
    
    (739
    )Inventories
    
    
    3,161
    
    
    
    (1,365
    )Prepaid expenses and other current assets
    
    
    520
    
    
    
    (208
    )Other assets
    
    
    (10
    )
    
    
    (6
    )Accounts payable
    
    
    (1,304
    )
    
    
    (159
    )Accrued expenses and other current liabilities
    
    
    1,536
    
    
    
    1,411Income taxes receivable/payable
    
    
    2,913
    
    
    
    63Net cash provided by operating activities
    
    
    10,203
    
    
    
    5,112Cash flows from investing activities:Purchase of property and equipment
    
    
    (963
    )
    
    
    (256
    )Net cash used in investing activities
    
    
    (963
    )
    
    
    (256
    )Cash flows from financing activities:Principal payments on capital lease obligations
    
    
    (17
    )
    
    
    (24
    )Proceeds from exercise of stock options
    
    
    374
    
    
    
    Excess tax benefits related to exercise of stock options
    
    
    113
    
    
    
    Distributions to stockholders
    
    
    
    
    
    
    (10,094
    )Net cash provided by (used in) financing activities
    
    
    470
    
    
    
    (10,118
    )Effect of exchange rate changes on cash
    
    
    8
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    9,718
    
    
    
    (5,262
    )Cash and cash equivalents Beginning of period
    
    
    71,712
    
    
    
    10,359Cash and cash equivalents End of period
    
    $
    81,430
    
    
    $
    5,097Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    4
    
    
    $
    6Income taxes
    
    
    29
    
    
    
    25
 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
   Stockholders Equity 
 Note 2  Stock-Based Compensation
 Share-Based Payment Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation Accounting for Stock-Based Compensation  Transition and Disclosure
   6




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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
     Stock Compensation Plans
 Stock Option Awards
 7




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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  Weighted-Average
    
    
    Weighted-AverageNumber of
    
    
    Exercise
    
    
    RemainingOptions
    
    
    Price
    
    
    Contractual TermOutstanding at January 1, 2006
    
    
    576,000
    
    
    $
    19.00Granted
    
    
    
    
    
    
    Exercised
    
    
    (19,700
    )
    
    $
    19.00Canceled or forfeited
    
    
    (10,000
    )
    
    $
    19.00Outstanding at March 31, 2006
    
    
    546,300
    
    
    $
    19.00
    
    
    9.3 yearsExercisable at March 31, 2006
    
    
    190,300
    
    
    $
    19.00
    
    
    9.3 years
   Weighted-AverageNumber of
    
    
    Grant-DateOptions
    
    
    Fair ValueUnvested at January 1, 2006
    
    
    366,000
    
    
    $
    9.14Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Canceled or forfeited
    
    
    (10,000
    )
    
    $
    9.14Unvested at March 31, 2006
    
    
    356,000
    
    
    $
    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
    
    
    546,300
    
    
    
    9.3
    
    
    $
    19.00
    
    
    
    190,300
    
    
    $
    19.00
 Restricted Stock Awards
   8




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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
   Weighted-AverageShares of
    
    
    Grant-DateRestricted Stock
    
    
    Fair ValueOutstanding restricted stock at January 1, 2006
    
    
    20,000
    
    
    $
    33.01Granted
    
    
    7,500
    
    
    
    34.65Vested
    
    
    
    
    
    
    Canceled or forfeited
    
    
    
    
    
    
    Outstanding restricted stock at March 31, 2006
    
    
    27,500
    
    
    $
    33.46
  Note 3  New Accounting Pronouncements
 Inventory-Costs, an Amendment of ARB No. 43, Chapter 4.
 Accounting Changes and Error Corrections Accounting Changes Reporting Accounting Changes in
Interim Financial Statements
 Note 4  Inventories
  March 31, 2006
    
    
    December 31, 2005(In thousands)Finished goods
    
    $
    7,327
    
    
    $
    10,188Work-in-process
    
    
    75
    
    
    
    312Raw materials
    
    
    272
    
    
    
    333$
    7,674
    
    
    $
    10,833
 9




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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
 Note 5  Property and Equipment
  March 31, 2006
    
    
    December 31, 2005(In thousands)Furniture and fixtures
    
    $
    1,161
    
    
    $
    600Office equipment
    
    
    1,151
    
    
    
    1,062Computer equipment
    
    
    1,540
    
    
    
    1,141Leasehold improvements
    
    
    199
    
    
    
    128Land and building
    
    
    2,004
    
    
    
    2,0046,055
    
    
    
    4,935Less accumulated depreciation
    
    
    (1,680
    )
    
    
    (1,468
    )Property and equipment  net
    
    $
    4,375
    
    
    $
    3,467
 Note 6  Investments in Unconsolidated Investees
   Note 7
Intangible Assets
  As of March 31, 2006
    
    
    As of December 31, 2005Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization(In thousands)Customer relationships
    
    $
    310
    
    
    $
    13
    
    
    $
    310
    
    
    $
    5Backlog
    
    
    160
    
    
    
    133
    
    
    
    160
    
    
    
    53Non-compete agreements
    
    
    40
    
    
    
    2
    
    
    
    40
    
    
    
    1$
    510
    
    
    $
    148
    
    
    $
    510
    
    
    $
    59
  10




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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
 Note 8  Accrued Expenses and Other Current Liabilities
  March 31, 2006
    
    
    December 31, 2005(In thousands)Payroll and related accruals
    
    $
    2,192
    
    
    $
    1,079Other
    
    
    2,107
    
    
    
    1,508$
    4,299
    
    
    $
    2,587
 Note 9  Commitments and Contingencies
 Litigation
 Indemnities and Guarantees
 Note 10  Earnings Per Share
 Earnings Per
Share
 Three Months EndedMarch 31,2006
    
    
    2005(In thousands, except share data)Numerator  Net income
    
    $
    4,426
    
    
    $
    6,262Denominator:Weighted average common stock outstanding for basic earnings per share
    
    
    24,200,256
    
    
    
    19,170,705Effect of dilutive securities:Stock options and restricted stock
    
    
    112,690
    
    
    
    365,259Adjusted weighted average common stock and assumed conversions for
diluted earnings per share
    
    
    24,312,946
    
    
    
    19,535,964
 Note 11  Income Taxes
  11




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VOLCOM, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
   Note 12  Segment Information
   Three Months EndedMarch 31,2006
    
    
    2005(In thousands)Mens
    
    $
    24,771
    
    
    $
    17,832Girls
    
    
    13,057
    
    
    
    11,363Snow
    
    
    
    
    
    
    Boys
    
    
    2,275
    
    
    
    1,185Other
    
    
    410
    
    
    
    305Subtotal product categories
    
    
    40,513
    
    
    
    30,685Licensing revenues
    
    
    1,083
    
    
    
    1,006Total revenues
    
    $
    41,596
    
    
    $
    31,691
   Three Months EndedMarch 31,2006
    
    
    2005(In thousands)United States
    
    $
    30,507
    
    
    $
    24,121Canada
    
    
    5,950
    
    
    
    4,014Asia Pacific
    
    
    1,417
    
    
    
    1,535Other
    
    
    2,639
    
    
    
    1,015$
    40,513
    
    
    $
    30,685
  Note 13  Subsequent Events
  12




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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 factor. The section entitled Risk Factors set forth in Item 1A of our Annual Report on
Form 10-K for the year ended December 31, 2005, 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, 2005.
 Overview
     13




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Share-Based Payment
 14




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Critical Accounting Policies
  Revenue Recognition
   Accounts Receivable
  Inventories
  
    
    unanticipated changes in consumer preferences;
    
    weakening economic conditions;
    
    terrorist acts or threats;
    
    reduced consumer confidence in the retail market; and
    
    unseasonable weather.
  15




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Goodwill and Intangible Assets
 Goodwill and
Intangible Assets
 Long-Lived Assets
  Investments in Unconsolidated Investees
    Athlete Sponsorships
  16




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Income Taxes
   Stock-Based Compensation
  Foreign Currency Translation
   General
  17




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Results of Operations
  Three MonthsEnded March 31,2006
    
    
    2005Revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    48.3
    
    
    
    48.2Gross profit
    
    
    51.7
    
    
    
    51.8Selling, general and administrative expenses
    
    
    35.6
    
    
    
    32.7Operating income
    
    
    16.1
    
    
    
    19.1Other income (expense)
    
    
    1.8
    
    
    
    (0.1
    )Income before provision for income taxes
    
    
    17.9
    
    
    
    19.0Provision for income taxes
    
    
    7.3
    
    
    
    0.3Income before equity in earnings of investee
    
    
    10.6
    
    
    
    18.7Equity in earnings of investee
    
    
    0.0
    
    
    
    1.0Net income
    
    
    10.6
    
    
    
    19.8
 Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005
 Revenues
   18




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Gross Profit
  Selling, General and Administrative Expenses
  Operating Income
  Other Income (Expense)
  Provision for Income Taxes
  19




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Net Income
  Liquidity and Capital Resources
   Three MonthsEnded March 31,2006
    
    
    2005(In thousands)Cash and cash equivalents at beginning of period
    
    $
    71,712
    
    
    $
    10,359Cash flow from operating activities
    
    
    10,203
    
    
    
    5,112Cash flow from investing activities
    
    
    (963
    )
    
    
    (256
    )Cash flow from financing activities
    
    
    470
    
    
    
    (10,118
    )Effect of exchange rate on cash
    
    
    8
    
    
    
    Cash and cash equivalents at end of period
    
    $
    81,430
    
    
    $
    5,097
    20




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Credit Facilities
  Contractual Obligations and Commitments
  Payments Due by Period(in thousands)Apr. 1 -Total
    
    
    Dec. 31, 2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    ThereafterOperating lease obligations
    
    $
    3,196
    
    
    $
    742
    
    
    $
    923
    
    
    $
    934
    
    
    $
    521
    
    
    $
    76
    
    
    $
    Capital lease obligations
    
    
    261
    
    
    
    65
    
    
    
    87
    
    
    
    75
    
    
    
    34
    
    
    
    
    
    
    
    Professional athlete sponsorships
    
    
    6,163
    
    
    
    2,580
    
    
    
    2,874
    
    
    
    709
    
    
    
    
    
    
    
    
    
    
    
    Contractual letters of credit
    
    
    235
    
    
    
    235
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    9,855
    
    
    $
    3,622
    
    
    $
    3,884
    
    
    $
    1,718
    
    
    $
    555
    
    
    $
    76
    
    
    $
    
    21




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Seasonality
   Backlog
  Inflation
  22




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Vulnerability Due to Concentrations
   Recent Accounting Pronouncements
 Inventory-Costs, an Amendment of ARB No. 43, Chapter 4.
 Accounting Changes and Error Corrections Accounting Changes Reporting Accounting Changes in
Interim Financial Statements
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.
 Foreign Currency Risk
    23




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Interest Rate Risk
  
 Item 4. Controls and Procedures.
    24




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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 below and elsewhere in this Quarterly
Report on Form 10-Q . 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, 2005.
 We may be adversely affected by the discontinuance of our licensing relationship in Europe.
  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.
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If the United States continues to impose tariffs and import quota restrictions on products
manufactured in China and we are unable to obtain sufficient product from countries other than
China or from domestic sources, or if the products we obtain from these other countries or domestic
sources are of insufficient quality, it could materially affect our gross margin and financial
performance.
  If we are required to establish new manufacturing relationships due to the termination of current
key manufacturing relationships with large contractors such as Ningbo Jehson Textiles and China
Ningbo CIXI (Dragon Crowd), we would likely experience increased costs, disruptions in the
manufacture and shipment of our products and a loss of revenue.
  If the ownership of our common stock continues to be highly concentrated, it may prevent you and
other stockholders from influencing significant corporate decisions and may result in conflicts of
interest that could cause our stock price to decline.
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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 Required Under Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended31.2
    
    Certification of Principal Financial Officer Required Under Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended32
    
    Certification of Principal Executive Officer and Principal Financial
Officer Required Under Rule 13a-14(b) of the Securities Exchange Act
of 1934, as amended, and 18 U.S.C. Section 1350
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SIGNATURE
  Volcom, Inc.Date: May 12, 2006
    
    /s/ Douglas P. CollierDouglas P. CollierChief Financial Officer, Secretary and Treasurer(Principal Financial Officer and AuthorizedSignatory)
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INDEX TO EXHIBITS
 Exhibit No.
    
    Description31.1
    
    Certification of Principal Executive Officer Required
Under Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended31.2
    
    Certification of Principal Financial Officer Required
Under Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended32
    
    Certification of Principal Executive Officer and Principal
Financial Officer Required Under Rule 13a-14(b) of the
Securities Exchange Act of 1934, as amended, and 18 U.S.C.
Section 1350
 29