<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

(Mark One)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the quarterly period ended August 28, 1999 or

[ ] 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 0-19402

                                   VANS, INC.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                      33-0272893
    (State or Other Jurisdiction                         (I.R.S. Employer
  of Incorporation or Organization)                     Identification No.)

                             15700 Shoemaker Avenue
                     Santa Fe Springs, California 90670-5515
               (Address of Principal Executive Offices) (Zip Code)

                                 (562) 565-8267
              (Registrant's Telephone Number, Including Area Code)

                                 Not applicable
              (Former Name, Former Address and Formal Fiscal Year,
                          if Changed Since Last Report)

        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]

        Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
13,525,457 shares of Common Stock, $.001 par value, as of October 12, 1999.



<PAGE>   2

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                                   VANS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        AUGUST 28, 1999 AND MAY 31, 1999

<TABLE>
<CAPTION>
                                                                     AUGUST 28,        MAY 31,
                                                                       1999             1999
                                                                   ------------     ------------
<S>                                                                <C>              <C>
                           ASSETS
Current assets:
Cash and cash equivalents                                          $ 12,397,150     $  7,777,192
Accounts receivable, net of allowance for doubtful accounts of
$1,598,400 and $1,432,214 at August 28, 1999, and May 31, 1999,
respectively                                                         49,452,837       30,056,150
Inventories                                                          46,090,816       37,024,553
Deferred tax assets                                                   1,378,456        1,378,456
Prepaid expenses                                                      6,863,532        7,823,767
                                                                   ------------     ------------
                 Total current assets                               116,182,791       84,060,118
Property, plant and equipment, net                                   19,560,618       15,809,950
Property held for lease                                               4,586,790        4,601,326
Excess of cost over the fair value of net assets
acquired, net of accumulated amortization of $36,007,524
and $35,695,857 at August 28, 1999,
and May 31, 1999, respectively                                       23,059,324       23,126,700
Other assets                                                          2,824,247        2,939,623
                                                                   ------------     ------------
                  Total Assets                                     $166,213,770     $130,537,717
                                                                   ============     ============

           LABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Short-term borrowings                                              $ 29,379,082     $  9,184,836
Accounts payable                                                     14,338,936       10,600,870
Accrued payroll and related expenses                                  3,733,388        2,132,446
Accrued interest                                                        652,149          479,210
Restructure costs                                                       730,141          730,141
Income taxes payable                                                  3,176,055          343,698
                                                                   ------------     ------------
              Total current liabilities                              52,009,751       23,471,201
                                                                   ------------     ------------
Deferred tax liabilities                                              2,178,897        2,090,536
Capital lease obligation                                                 37,034           90,893
Long term debt                                                       10,005,602        8,712,129
                                                                   ------------     ------------
                Total Liabilities                                    64,231,284       34,364,759
                                                                   ------------     ------------
Minority interest                                                     1,332,967        1,021,754
Stockholders' equity:

Preferred stock, $.001 par value, 5,000,000 shares
authorized (1,500,000 shares designated as Series A
Participating Preferred Stock), none issued and outstanding                  --               --

Common stock, $.001 par value, 20,000,000 shares
authorized, 13,498,253 and 13,238,567 shares issued and
outstanding at August 28, 1999,
and May 31, 1999, respectively                                           13,471           13,235
Accumulated other comprehensive income                                  (10,748)         (37,774)
Additional paid-in capital                                          102,021,022      102,092,026
Accumulated deficit                                                  (1,374,226)      (6,916,283)
                                                                   ------------     ------------
           Total Shareholders' Equity                               100,649,519       95,151,204
                                                                   ------------     ------------
Total Liabilities and Shareholders' Equity                         $166,213,770     $130,537,717
                                                                   ============     ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>   3

                                   VANS, INC.
     CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
            THIRTEEN WEEKS ENDED AUGUST 28, 1999 AND AUGUST 29, 1998

<TABLE>
<CAPTION>
                                                    THIRTEEN WEEKS ENDED
                                                 AUGUST 28,      AUGUST 29,
                                                    1999            1998
                                                -----------     -----------
<S>                                             <C>             <C>
Net sales                                       $82,150,779     $65,503,519
Cost of sales                                    47,587,099      37,398,646
                                                -----------     -----------
      Gross profit                               34,563,681      28,104,872
Operating expenses:
    Selling and distribution                     14,893,782      10,631,144
    Marketing, advertising and promotion          7,534,102       7,195,001
    General and administrative                    2,991,357       2,876,869
    Provision for doubtful accounts                 153,002         163,845
    Amortization of intangibles                     333,715         265,151
                                                -----------     -----------
      Total operating expenses                   25,905,958      21,132,010
                                                -----------     -----------
      Earnings from operations                    8,657,723       6,972,863
Interest income                                      33,362          80,159
Interest and debt expense                          (422,876)       (157,918)
Other income                                      1,181,134         743,771
                                                -----------     -----------
      Earnings before taxes                       9,449,342       7,638,875
Income tax expense                                3,212,777       2,749,995
Minority share of income                            301,213         150,686
                                                -----------     -----------
Net earnings                                      5,935,352       4,738,194
Other comprehensive income, net of tax
     Foreign currency translation adjustment         17,838          59,812
                                                -----------     -----------
Comprehensive net earnings                      $ 5,953,190     $ 4,798,005
                                                ===========     ===========
Earnings per share information:
Basic:
     Net earnings per share                     $      0.44     $      0.36
                                                ===========     ===========
    Weighted average common and common
        equivalent shares (Note 3)               13,485,685      13,301,635
Diluted:
    Net earnings per share                      $      0.42     $      0.35
                                                ===========     ===========
    Weighted average common and common
      equivalent shares (Note 3)                 14,210,716      13,644,874
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>   4

                                   VANS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            THIRTEEN WEEKS ENDED AUGUST 28, 1999 AND AUGUST 29, 1998

<TABLE>
<CAPTION>
                                                                                   AUGUST 28,       AUGUST 29,
                                                                                      1999             1998
                                                                                  ------------     ------------
<S>                                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings                                                                      $  5,935,532     $  4,738,194
Adjustments to reconcile net earnings to net cash
used in operating activities:
    Depreciation and amortization                                                    1,553,886        1,091,760
    Minority Share  of Income                                                          301,213          150,686
    Provision for losses on accounts receivable and sales returns                      157,501          163,845
    Changes in assets and liabilities, net of effects of business acquisition:
           Accounts receivable                                                     (19,554,188)     (17,656,996)
           Inventories                                                              (9,054,494)      (6,140,657)
           Deferred income taxes                                                        88,361          265,407
           Prepaid expenses                                                          1,173,864        1,187,998
           Other assets                                                                (98,611)        (481,586)
           Accounts payable                                                          3,545,385        1,008,548
           Accrued payroll and related expenses                                        632,671         (386,436)
           Restructuring costs                                                              --       (1,591,055)
           Income taxes payable                                                      2,832,357        2,134,433
                                                                                  ------------     ------------
               Net cash used in operating activities                               (12,486,523)     (15,515,859)
                                                                                  ------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment                                          (3,470,500)      (1,393,542)
Net cash proceeds (payments) from investments  in other companies                       37,885         (248,516)
Cash received through business acquisition                                                  --           91,231
Proceeds from sale of property, plant and equipment                                         --          761,733
                                                                                  ------------     ------------
               Net cash used in investing activities                                (3,432,615)        (789,094)
                                                                                  ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term borrowings                                                 19,724,967        7,275,607
Payments on capital lease obligations                                                  (53,859)         (40,712)
Proceeds from long term debt                                                           831,144        1,257,819
Proceeds from issuance of common stock                                                      --          109,426
Payment for repurchase of common stock                                                      --       (2,494,265)
                                                                                  ------------     ------------
               Net cash provided by financing activities                            20,502,252        6,107,875
               Effect of exchange rate changes                                          36,844           93,457
                                                                                  ------------     ------------
               Net increase (decrease) in cash and cash equivalents                  4,619,958      (10,103,621)
Cash and cash equivalents, beginning of period                                       7,777,192       16,779,528
                                                                                  ------------     ------------
Cash and cash equivalents, end of period                                          $ 12,397,150     $  6,675,907
                                                                                  ============     ============
SUPPLEMENTAL CASH FLOW INFORMATION - AMOUNTS PAID FOR:
    Interest                                                                      $    115,664     $     64,310
    Income taxes                                                                  $         --     $    640,000
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Business acquisition
   Common stock issued for business acquisition                                   $         --     $  1,999,380
   Note payable issued for business acquisition                                   $         --     $  1,483,479
   Fair value of net liabilities assumed, excluding cash received                 $         --     $    988,665
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>   5

                                   VANS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The condensed consolidated financial statements included herein are unaudited
   and reflect all adjustments which are, in the opinion of management,
   necessary for a fair presentation of the results of the interim periods
   presented. The results of operations for the current interim periods are not
   necessarily indicative of results to be expected for the current year.

   Certain amounts in the prior period financial statements have been
   reclassified to conform to the current period presentation.

2. Inventories are comprised of the following:

<TABLE>
<CAPTION>
                                      AUGUST 28,        MAY 31,
                                         1999            1999
                                     -----------      -----------
<S>                                  <C>              <C>
        Work-in-process              $   446,014      $   138,004
        Finished goods                46,523,557       37,568,147
        Less: valuation allowance       (878,755)        (681,598)
                                     -----------      -----------
                                     $46,090,816      $37,024,553
                                     ===========      ===========
</TABLE>

3. Basic earnings per share represents net earnings divided by the
   weighted-average number of common shares outstanding for the period. Diluted
   earnings per share represents net earnings divided by the weighted-average
   number of shares outstanding, inclusive of the dilutive impact of common
   stock equivalents. During the thirteen-week periods ended August 28, 1999,
   and August 29, 1998, the difference between the weighted average number of
   shares used in the basic computation compared to that used in the diluted
   computation was due to the dilutive impact of options to purchase common
   stock.

   The reconciliations of basic to diluted weighted average shares are as
   follows:

<TABLE>
<CAPTION>
                                               THIRTEEN WEEKS ENDED
                                            AUGUST 28,     AUGUST 29,
                                               1999           1998
                                           -----------    -----------
        <S>                                <C>            <C>
        Net earnings                       $ 5,935,352    $ 4,738,194
                                           ===========    ===========
        Weighted average shares
          used in basic computation         13,485,685     13,301,635

        Dilutive stock options                 725,031        343,239
                                           -----------    -----------
        Weighted average shares
          used for dilutive computation     14,210,716     13,644,874
                                           ===========    ===========
</TABLE>

4. Income taxes for the interim periods were computed using the effective tax
   rate estimated to be applicable for the full fiscal year, which is subject to
   ongoing review and evaluation by management.

5. During the fourth quarter of Fiscal 1998 ("Q4 Fiscal 1998"), the Company
   restructured its U.S. operations and announced the closure of its last U.S.
   manufacturing facility, located in Vista, California (the "Vista Facility").
   The closure of the Vista Facility was primarily due to a significant
   reduction in orders for footwear produced at such Facility. Additionally,
   during Q4 Fiscal 1998, the Company commenced the restructuring of its
   European operations by terminating certain distributor relationships and
   replacing them with sales agents and a European-based operational structure
   designed to directly support such agents.

   The closure of the Vista Facility will result in the following benefits to
   the Company: (i) decreased cost of goods for product produced at the Vista
   Facility versus foreign-sourced product; (ii) the elimination of variances in
   the manufacturing cost-per-unit which resulted from increases and decreases
   in production levels at the Vista Facility; and (ii) increased management
   focus on marketing and distribution rather than Facility management and cost
   accounting. The replacement of distributors with sales agents will enable the
   Company to recognize the sales and income previously recognized by the
   distributors, and the establishment of a Company-owned European operational
   structure should enable the Company to more efficiently coordinate its sales
   and marketing efforts and control its distribution.

   In Q4 Fiscal 1998, the Company provided $8,212,238 for restructuring related
   to the closure of the Vista Facility and the restructuring of its European
   operations. The estimated provision includes approximately $2,949,000 for
   terminated international agreements and related costs, $2,184,000 for
   estimated loss on sale of plant equipment, $1,433,000 in terminated raw
   material contracts, $893,000 for involuntary termination benefits for
   approximately 300 employees, and $753,000 for costs to close the plant


                                       5
<PAGE>   6

   and prepare the site for a new tenant.

   The following table outlines the beginning balance of, and expenditures and
   adjustments to, the restructuring accrual during the first quarter of Fiscal
   2000 ("Q1 Fiscal 2000"):

<TABLE>
<CAPTION>
                                  June 1, 1999                          August 28, 1999
                                    Balance        Cash      Non-Cash       Balance
                                  ------------     ----      --------   ---------------
<S>                                 <C>             <C>        <C>        <C>
European Restructing:
Termination of international        $730,000        $--        $--        $730,000
distributors
U.S. Restructuring:

  Plant closure costs                     --         --         --              --
                                    --------        ---        ---        --------
Total Restructuring Cost            $730,000        $--        $--        $730,000
                                    ========        ===        ===        ========
</TABLE>

   During Q1 Fiscal 2000, the Company did not incur any cash expenditures
   related to the termination of two of the Company's international distributors
   in Europe or the closure of the Vista Facility. The remaining restructuring
   cost reserve will be incurred by the end of December 1999 in the form of cash
   payments for one of the terminated international distributors. Such
   expenditures will be funded out of operations.

6. The Company's accounting policies of the segments below are the same as those
   described in its summary of accounting policies. The Company evaluates
   performance based on segment revenues and consolidated operating income. The
   Company's reportable segments have distinct sales channels. Each business
   segment is summarized as follows:

<TABLE>
<CAPTION>
                                        August 28,      August 29,
                                           1999            1998
                                       -----------     -----------
            <S>                        <C>             <C>
            Retail                     $19,721,000     $16,438,000
            Wholesale                   35,126,000      34,048,000
            International               27,304,000      15,018,000
                                       -----------     -----------
                                       $82,151,000     $65,504,000
                                       ============    ============
</TABLE>

        The Company does not have any individual customers representing more
than 10% of sales.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

        The following discussion contains forward-looking statements about the
Company's revenues, earnings, spending, margins, orders, products, plans,
strategies and objectives that involve risk and uncertainties. Forward-looking
statements include any statement that may predict, forecast or imply future
results, and may contain words like "believe," "anticipate," "expect,"
"estimate," "project," or words similar to those. The Company's actual results
could differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in footnotes accompanying certain forward-looking statements, as well as those
discussed under the caption "Certain Considerations" on page 9 of the Company's
Annual Report on Form 10-K for the year ended May 31, 1999, as amended.

        The Company is a leading lifestyle, retail and entertainment-based
company which targets 10-24 year-old consumers through the sponsorship of Core
Sports,(TM) which consist of alternative and enthusiast sports such as
skateboarding, snowboarding, surfing and wakeboarding, and through major
entertainment events and venues, such as the VANS Triple Crown(TM) Series, the
VANS Warped Tour,(TM) the VANS World Amateur Skateboarding Championships, and
the world's largest skate parks. The Company was founded in 1966 in Southern
California as a domestic manufacturer of vulcanized canvas shoes. The Company is
incorporated in Delaware.

        On November 20, 1996, the Company acquired 51% of the outstanding shares
of Global Accessories Limited, the Company's exclusive distributor for the
United Kingdom ("Global"), in a stock-for-stock transaction. During Fiscal 1998
and 1999, the Company acquired another 19% of the Global common shares in
exchange for Common Stock of the Company. The remaining 30% of the Global common
shares will be acquired by the Company in 1999, 2000 and 2001. The results of
Global are consolidated in the Company's financial statements.

        On July 21, 1998, the Company acquired all of the outstanding capital
stock of Switch Manufacturing, a California corporation ("Switch"), through a
merger (the "Switch Merger") with and into a wholly-owned subsidiary of the
Company. The Switch Merger was accounted for under the purchase method of
accounting and, accordingly, the purchase price was allocated to the net assets


                                       6
<PAGE>   7

acquired based on their fair values. Switch is the manufacturer of the
Autolock(R) step-in boot binding system (the "Switch Autolock System"), one of
the leading snowboard boot binding systems in the world. The Switch Merger
consideration paid by the Company consisted of: (i) 133,292 shares of the
Company's Common Stock; (ii) $2,000,000 principal amount of unsecured,
non-interest bearing promissory notes due and payable on July 20, 2001; and
(iii) $12,000,000 principal amount of unsecured, non-interest bearing promissory
notes which are subject to potential downward adjustment based on the financial
performance of Switch during the fiscal year ending May 31, 2001, and are also
due and payable on July 20, 2001. The operating results of Switch were
consolidated in the Company's financial statements from the date of acquisition.

        On July 29, 1999, the Company acquired all of the outstanding capital
stock of High Cascade Snowboard Camp, Inc., an Oregon corporation ("High
Cascade"), and its sister company, Snozone Boarding and Video, Inc., an Oregon
corporation, through mergers of the two companies with and into a wholly-owned
subsidiary of the Company. High Cascade, located at the base of Mount Hood in
Oregon, is the leading summer snowboarding camp in the world. The consideration
exchanged by the Company primarily consisted of the issuance of 236,066 shares
of the Company's Common Stock. The results of the two companies are consolidated
in the Company's financial statements starting with the period beginning June 1,
1999.

        The Company has also established a subsidiary in Mexico, Vans
Latinoamericana (Mexico), S.A. de C.V. ("Vans Latinoamericana"), a subsidiary in
Argentina, Vans Argentina S.A. ("Vans Argentina"), a subsidiary in Brazil, Vans
Brazil S.A., ("Vans Brazil"), a subsidiary in Uruguay, Vans Uruguay, S.A. ("Vans
Uruguay"), a subsidiary in Hong Kong, Vans Far East Limited ("VFEL"), and two
joint venture subsidiaries, Van Pac LLC and VASH, LLC. The results of these
subsidiaries are also consolidated in the Company's financial statements.

RECENT RESTRUCTURINGS

        During the fourth quarter of Fiscal 1998 ("Q4 Fiscal 1998"), the Company
restructured its U.S. operations and announced the closure of its last U.S.
manufacturing facility, located in Vista, California (the "Vista Facility"). The
closure of the Vista Facility was primarily due to a significant reduction in
orders for footwear produced at such Facility. Additionally, during Q4 Fiscal
1998, the Company commenced the restructuring of its European operations by
terminating certain distributor relationships and replacing them with sales
agents and a European-based operational structure designed to directly support
such agents (the "European Conversion").

        The closure of the Vista Facility has resulted in the following benefits
to the Company: (i) decreased cost of goods for product produced at the Vista
Facility versus foreign-sourced product; (ii) the elimination of variances in
the manufacturing cost-per-unit which resulted from increases and decreases in
production levels at the Vista Facility; and (iii) increased management focus on
marketing and distribution rather than Facility management and cost accounting.
The European Conversion will enable the Company to recognize the sales and
income previously recognized by the distributors, and the establishment of a
Company-owned European operational structure should enable the Company to more
efficiently coordinate its sales and marketing efforts and control its
distribution. The Company has experienced increased operating expenses in
connection with the European Conversion, as discussed below.

        The Company incurred an infrequent restructuring charge of $8.2 million
(the "Restructuring Costs") and a write-down of domestic inventory of $9.4
million (the "Inventory Write-Down") in connection with these matters in Q4
Fiscal 1998. The majority of the costs for these restructurings were incurred in
Fiscal 1999, with the exception of final cash payments for one of the terminated
distributors which are payable in December 1999. Such cash expenditures will be
funded out of operations. See Note 5 to Notes to the Company's Condensed
Consolidated Financial Statements. The Vista Facility was closed on August 6,
1998.

RESULTS OF OPERATIONS

QUARTERLY PERIOD ENDED AUGUST 28, 1999 ("Q1 FISCAL 2000") AS COMPARED TO
QUARTERLY PERIOD ENDED AUGUST 29, 1998 ("Q1 FISCAL 1999")

Net Sales

        Net sales for Q1 Fiscal 2000 increased 25.4% to $82,151,000 from
$65,504,000 for Q1 Fiscal 1999. The sales increase was driven by increased sales
through each of the Company's sales channels, as discussed below.


                                       7
<PAGE>   8

        Total U.S. sales, including sales through the Company's U.S. retail
stores, increased 8.6% to $54,847,000 for Q1 Fiscal 2000 from $50,486,000 for Q1
Fiscal 1999. Total international sales increased 81.8% to $27,304,000 for Q1
Fiscal 2000, as compared to $15,018,000 for Q1 Fiscal 1999.

        The increase in total U.S. sales resulted from (i) a 20.0% increase in
sales through the Company's U.S. retail stores, and (ii) a 3.2% increase in
domestic wholesale sales which included approximately $1.8 million in revenue
from the Company's acquisition of High Cascade. The increase in U.S. retail
store sales was driven by sales from a net nine new stores versus a year ago,
and a 5.6% increase in comparable store sales. The increase in international
sales through VFEL was primarily due to a $7.0 million increase in sales in
Europe in connection with the European Conversion, a $3.5 million increase in
sales to Japan, and continued worldwide strengthening of the VANS brand.

Gross Profit

        Gross profit increased 23.0% to $34,564,000 in Q1 Fiscal 2000 from
$28,105,000 in Q1 Fiscal 1999. As a percentage of net sales, gross profit
decreased slightly to 42.1% for Q1 Fiscal 2000 from 42.9% for Q1 Fiscal 1999.
The decrease in Q1 Fiscal 2000 gross profit was primarily due to higher air
freight costs associated with meeting increased product demand during the
quarter.

Earnings from Operations

        Earnings from operations increased 24.2% to $8,658,000 in Q1 Fiscal 2000
versus $6,973,000 in Q1 Fiscal 1999. Operating expenses in Q1 Fiscal 2000
increased 22.6% to $25,906,000 from $21,132,000 in Q1 Fiscal 1999, primarily due
to the increase in selling and distribution expenses discussed below. As a
percentage of sales, operating expenses decreased from 32.3% to 31.5% on a
year-to-year basis.

        Selling and distribution. Selling and distribution expenses increased
40.1% to $14,894,000 in Q1 Fiscal 2000 from $10,631,000 in Q1 Fiscal 1999,
primarily due to: (i) operating costs related to the European Conversion which
did not exist in Q1 Fiscal 1999 because such Conversion was not yet fully
implemented; and (ii) increased personnel costs, rent expense and other
operating costs associated with the expansion of the Company's retail division
by the net addition of 14 new stores.

        Marketing, advertising and promotion. Marketing, advertising and
promotion expenses increased 4.7% to $7,534,000 in Q1 Fiscal 2000 from
$7,195,000 in Q1 Fiscal 1999, primarily due to: (i) increased direct advertising
and promotional expense in Europe resulting from the European Conversion; (ii)
higher print advertising expenditures related to the back-to-school selling
season; and (iii) increased costs associated with new events included in the
VANS Triple Crown(TM) Series.

        General and administrative. General and administrative expenses
increased 4.0% to $2,991,000 in Q1 Fiscal 2000 from $2,877,000 in Q1 Fiscal
1999, primarily due to: (i) operating costs related to the European Conversion
which did not exist in Q1 Fiscal 1999 because such Conversion was not yet fully
implemented; (ii) increased labor, recruiting and other employee-related
expenses to support the Company's sales growth; (iii) the inclusion of operating
costs related to High Cascade which were not included in the Q1 Fiscal 1999
Condensed Consolidated Financial Statements because it was not yet owned by the
Company; and (iv) increased legal expenses related to the Company's ongoing
worldwide efforts to protect and preserve its intellectual property rights.

        Provision for doubtful accounts. The amount that was provided for bad
debt expense in Q1 Fiscal 2000 decreased to $153,000 from $164,000 in Q1 Fiscal
1999 due to improvements in the management of past due accounts.

        Amortization of intangibles. Amortization of intangibles increased 25.9%
to $334,000 in Q1 Fiscal 2000 from $265,000 in Q1 Fiscal 1999, primarily due to
the increase in goodwill associated with the Switch Merger. See "--General."

Interest Income

        Interest income decreased to $33,000 in Q1 Fiscal 2000 versus $80,000 in
Q1 Fiscal 1999 because the Company utilized a portion of interest-bearing
investments to fund sales growth. As a result, the Company's investment accounts
decreased to zero at August 28, 1999.


                                       8
<PAGE>   9

Interest and Debt Expense

        Interest and debt expense increased to $423,000 for Q1 Fiscal 2000 from
$158,000 in Q1 Fiscal 1999, primarily due to increased borrowings to support
sales growth. See "--Liquidity and Capital Resources, Borrowings."

Other Income

        Other income primarily consists of royalty payments from the licensing
of the Company's trademarks to its distributor for Japan. Other income increased
to $1,181,000 for Q1 Fiscal 2000 from $744,000 for Q1 Fiscal 1999, primarily due
to increases in royalties received from Japan.

Income Tax Expense

        Income tax expense increased to $3,213,000 in Q1 Fiscal 2000 from
$2,750,000 in Q1 Fiscal 1999 as a result of the increase in earnings discussed
above.

Minority Share of Income

        Minority share of income increased to $301,000 for Q1 Fiscal 2000 from
$151,000 for Q1 Fiscal 1999, primarily due to the increased earnings of Global
and Vans Latinoamericana. This increase was partially offset by the decrease in
the minority ownership of Global. See "--General."

LIQUIDITY AND CAPITAL RESOURCES

        Cash Flows

        The Company finances its operations with a combination of cash flows
from operations and borrowings under a credit facility. See "--Borrowings"
below.

        The Company experienced an outflow of cash from operating activities of
$12,487,000 during Q1 Fiscal 2000, compared to an outflow of $15,516,000 for Q1
Fiscal 1999. Cash used by operations for Q1 Fiscal 2000 resulted primarily from:
(i) an increase in net accounts receivable to $49,453,000 at August 28, 1999,
from $30,056,000 at May 31, 1999, as described below; and (ii) an increase in
net inventory to $46,091,000 at August 28, 1999, from $37,025,000 at May 31,
1999, as described below. Cash outflows from operations for Q1 Fiscal 2000 were
partially offset by the Company's earnings, the add-back for depreciation and
amortization, the increase in accounts payable, and the increase in income taxes
payable. Cash outflows from operations in Q1 Fiscal 1999 resulted primarily from
increases in accounts receivable and inventories and a decrease in the
Restructuring Costs accrual.

        The Company had a net cash outflow from investing activities of
$3,433,000 in Q1 Fiscal 2000, compared to a net cash outflow of $789,000 in Q1
Fiscal 1999. The Q1 Fiscal 2000 outflows were primarily due to capital
expenditures related to new retail store openings. Cash used in investing
activities for Q1 Fiscal 1999 was primarily related to new retail store
openings, tenant improvements at the Santa Fe Springs Facility, and investments
in other companies, offset by proceeds from the sale of assets in connection
with the closing of the Vista Facility.

        The Company incurred a net cash inflow from financing activities of
$20,502,000 for Q1 Fiscal 2000, compared to a net cash inflow of $6,108,000 for
Q1 Fiscal 1999, primarily due to short-term borrowings under the Company's new
credit facility and long-term debt incurred by the Company's Latin America
subsidiaries. See "--Borrowings" below. Cash provided by financing activities in
Q1 Fiscal 1999 was related to proceeds from short-term borrowings under the
Company's former bank revolving line of credit, and proceeds from long-term debt
incurred by Vans Latinoamericana, partially offset by the repurchase of
$2,494,000 of Common Stock pursuant to the Company's stock repurchase program.

        Accounts receivable, net of allowance for doubtful accounts, increased
from $30,056,000 at May 31, 1999, to $49,453,000 at August 28, 1999, primarily
due to: (i) the inclusion of accounts receivable for sales in Europe due to the
European Conversion which did not exist in Q1 Fiscal 1999 because such
Conversion was not yet fully implemented; and (ii) increased accounts receivable
for the Company's South American subsidiaries due to increased sales and the
timing of such sales. Inventories increased to $46,091,000 at August 28, 1999,
from $37,025,000 at May 31, 1999, primarily due to: (i) increased inventory held
at the Company's distribution


                                       9
<PAGE>   10

center in Holland (established in connection with the European Conversion); and
(ii) an increased number of finished goods held for sale at the Company's retail
stores to support the net addition of 14 new stores and increased sales.

        Borrowings

        In July 1999, the Company obtained a $63.5 million credit facility (the
"New Credit Facility") pursuant to a credit agreement (the "Credit Agreement")
with several lenders (the "Lenders"). The New Credit Facility replaced the
Company's former $30.0 million revolving line of credit with Bank of the West
(the "Bank of the West Facility"). The New Credit Facility permits the Company
to utilize the funds thereof for general corporate purposes, capital
expenditures, acquisitions and stock repurchases.

        Of the $63.5 million amount of the New Credit Facility, $53.0 million is
in the form of an unsecured revolving line of credit (the "Revolver"), and $10.5
million is in the form of an unsecured term loan (the "Term Loan"). The Revolver
expires on October 31, 2002. The Company has the option to pay interest on
Revolver advances at a rate equal to either (i) LIBOR, or (ii) a base rate plus
a margin which will be based on the Company's ratio of "Funded Debt" to
"EBITDA," each as defined in the Credit Agreement.

        Of the $10.5 million Term Loan, approximately $5.0 million was disbursed
at the closing of the New Credit Facility to replace a portion of the Bank of
the West Facility used for the Company's stock repurchase program, and the
remaining portion must be disbursed on or before January 31, 2001, or it will
expire. The Term Loan expires May 31, 2004, and the principal thereof is payable
in 14 quarterly installments beginning February 28, 2001, and ending May 31,
2004. The Company has the option to pay interest on the Term Loan at LIBOR for
advances of one, two, three or six months, or a base rate for U.S. dollar
advances.

        Under the Credit Agreement, the Company must maintain certain financial
covenants and is prohibited from engaging in certain transactions or taking
certain corporate actions, such as the payment of dividends, without the consent
of the Lenders. At August 28, 1999, the Company had drawn down $28,034,000 under
the New Credit Facility.

        Vans Latinoamericana and Vans Argentina maintain notes payable to
Tavistock Holdings A.G., a 49.99% owner of such companies ("Tavistock"). The
loan by Tavistock was made pursuant to a shareholders' agreement requiring
Tavistock to provide operating capital, on an as-needed basis, in the form of
loans to Vans Latinoamericana and Vans Argentina. At August 28, 1999, the
aggregate outstanding balance under the notes was $3,213,000.

        Current Cash Position

        The Company's cash position was $12,397,000 as of August 28, 1999,
compared to $7,777,000 at May 31, 1999. The Company believes that cash generated
from operations, coupled with the New Credit Facility, should be sufficient to
meet its cash requirements for the next 12 months.*

        Capital Resources

        As of August 28, 1999, the Company's material commitments for capital
expenditures were primarily related to the opening of new retail stores and
skateparks. In the remainder of Fiscal 2000, the Company plans to open
approximately five new factory outlet retail stores, five full-price stores, and
three to five VANS Triple Crown(TM) stores. The Company estimates the aggregate
cost of all of these new stores to be between $3,000,000 and $3,500,000.

        The Company currently intends to open up to three additional skateparks
in Fiscal 2000 and estimates the aggregate cost of its portion of these projects
to be approximately $750,000.

        The Company intends to utilize cash generated from operations and funds
drawn down under the New Credit Facility to fulfill its capital expenditure
requirements for Fiscal 2000.

----------------------------
* Note: This is a forward-looking statement. The Company's actual cash
requirements could differ materially. Important factors that could cause the
Company's need for additional capital to change include: (i) the Company's rate
of growth; (ii) the number of new VANS Triple Crown(TM) stores the Company
decides to open; (iii) the number of new skateparks the Company decides to open
which must be financed in whole, or in part, by the Company; (iv) the Company's
product mix between footwear and snowboard boots; (v) the Company's ability to
effectively manage its inventory levels; (vi) timing differences in payment for
the Company's foreign-sourced product; (vii) the increased utilization of
letters of credit for purchases of foreign-sourced product; and (viii) timing
differences in payment for product which is sourced from countries which have
longer shipping lead times, such as China.


                                       10
<PAGE>   11

        Recent Accounting Pronouncements

        In June 1998, the FASB issued FAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." FAS No. 133 modifies the accounting for
derivative and hedging activities and is effective for fiscal years beginning
after June 15, 2000. Since the Company and its subsidiaries do not presently
engage in significant hedging activities or invest in other derivatives, FAS No.
133 does not currently impact the Company's financial position or results of
operations.

        In April 1998, The American Institute of Certified Professional
Accountants issued Statement of Position 98-5 ("SOP 98-5"), "Reporting on the
Costs of Start-Up Activities." SOP 98-5 provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred. Based on
information currently available, the Company does not expect the adoption of SOP
98-5 to have a significant impact on its financial position or results of
operations. The Company will adopt SOP 98-5 effective June 1, 2000.

        In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." The Company adopted
SOP 98-1 effective June 1, 1999. The adoption of SOP 98-1 required the Company
to modify its method of accounting for software, however, it did not have a
significant impact on the Company's financial position or results of operations.

        Seasonality

        The Company's business is seasonal, with the largest percentage of net
income, U.S. sales, and all revenues generated from the High Cascade Snowboard
Camp(TM) realized in the first Fiscal quarter (June through August), the "back
to school" selling months. As the Company increases sales to Europe due to the
European Conversion, the Company may recognize more of such sales in the first
Fiscal quarter due to seasonal demand for product in Europe. In addition,
because snowboarding is a winter sport, sales of the Company's snowboard boots,
and the Switch Autolock(R) System, have historically been strongest in the first
and second Fiscal quarters. Such sales are now being recognized earlier in the
first Fiscal quarter since industry retailers are demanding earlier shipments of
product.

        In addition to seasonal fluctuations, the Company's operating results
fluctuate quarter-to-quarter as a result of the timing of holidays, weather,
timing of shipments, product mix, cost of materials and the mix between
wholesale and retail channels. Because of such fluctuations, the results of
operations of any quarter are not necessarily indicative of the results that may
be achieved for a full Fiscal year or any future quarter. In addition, there can
be no assurance that the Company's future results will be consistent with past
results or the projections of securities analysts.

        Year 2000 Compliance

        General. The Company is dependent upon complex information technology
("IT") systems for many phases of its operations, including production, sales,
distribution and delivery. Many existing IT programs use only two digits to
identify a year in the date field. These programs were designed and developed
without considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous results by
or at the Year 2000 (i.e., read the year 2000 as "1900") (the "Year 2000
Issue"). The Company has commenced a program intended to timely identify,
mitigate and/or prevent the adverse effects of the Year 2000 Issue through an
analysis of its own IT systems and non-IT systems, and pursue Year 2000
compliance by its vendors, customers, creditors and financial service
organizations.

        State of Readiness. The Company has completed the analysis of its
internal IT systems and has received certifications of Year 2000 compliance from
its IT systems vendors. The Company is in the process of testing such systems to
ensure compliance and expects such testing to be completed by the end of October
1999. * The Company has experienced no material problems in such testing to
date.

---------------------------------------
* Note: These are forward-looking statements regarding the completion dates of
  the various phases of the Company's Year 2000 compliance program. The actual
  date of completion may be different depending on a number of important
  factors, including but not limited to (i) the complexity of the analyses
  needed to determine Year 2000 compliance for non-IT systems embedded in items
  such as machinery and equipment, and (ii) the level of cooperation the Company
  receives from third parties with respect to its compliance inquiries.


                                       11
<PAGE>   12

        The Company is still analyzing its non-IT systems for Year 2000
compliance and also expects to complete substantially all of such analyses by
the end of October 1999.* With respect to third party vendors, customers,
creditors and financial services organizations, the Company has identified over
200 such third parties who the Company believes are material to its business.
The Company has inquired as to the Year 2000 readiness of each of such parties
and has sought certifications of Year 2000 compliance from them. To date, the
Company has received responses from approximately 80% of such third parties
which indicate either Year 2000 compliance or that they have instituted programs
to assure such compliance. The Company is pursuing answers from all third
parties who have, to date, failed to respond to the Company's inquiries. The
Company hopes to receive substantially all of such answers by November 1999, and
has updated its list of such third parties to reflect any required additions
thereto.*

        Costs; Contingency Plans. Since the Company has not completed the
analysis and data gathering phase of its Year 2000 compliance program, it cannot
yet quantify the aggregate costs that may be required to fix the Year 2000 Issue
or any losses to the Company which might result therefrom. The Company
determined that its Human Resources and Payroll systems were not Year 2000
compliant. The Company spent approximately $32,500 to fix those systems and they
are now Year 2000 compliant. The Company has not incurred any other material
costs to date in fixing Year 2000 Issues.

        In the event the Company discovers that either internal IT or non-IT
systems or the systems of key third party vendors, customers, creditors or
financial service organizations will not be Year 2000 compliant, the Company
will either obtain alternative IT systems that are Year 2000 compliant or
systems that do not rely on computers, and, in the case of third party vendors,
switch to other vendors which have Year 2000 compliant systems. The Company
intends to develop a more specific contingency plan by the end of October 1999.*

        Risks. The Company presently does not anticipate that a material
business disruption will occur as a result of the Year 2000 Issue. However, to
the extent the Company is unable to resolve the Year 2000 Issue, the Company's
business, financial position and results of operations could be materially
adversely affected.

        The Company believes that the greatest potential risk is the failure of
its external business partners or federal, state or local governments to achieve
Year 2000 compliance in a timely manner. Among other things, the Company's
footwear manufacturers could be unable to manufacture or deliver materials and
products in a timely manner, transportation carriers may be unable to deliver
raw materials or product in a timely or cost-efficient manner, and customers may
lose the capability to order products via electronic data interchange ("EDI").
The Company will develop the contingency plan discussed above, but there can be
no assurance that any such contingency plan will be sufficient to mitigate the
impact of noncompliance by third parties, and some material adverse effect to
the Company may result from one or more third parties regardless of defensive
contingency plans.

        The Company's Year 2000 compliance efforts are subject to additional
risks, including, among others: unexpected problems identified in testing
results; delays in system conversion or implementation; the Company's failure to
identify fully all Year 2000 dependencies in its machinery, equipment, systems
and in the systems of its external business partners; and the failure of parts
of the global infrastructure, including national banking systems, power,
transportation facilities, communications and governmental activities, to be
fully functional after 1999.

        As the Company's testing and implementation of its business systems and
assessment of its technical systems and departmental applications are underway,
and as responses from many of its external business partners are pending, the
Company cannot fully and accurately quantify the impact of its most reasonably
likely worst case Year 2000 scenario at the present time.

---------------------------------------
* Note: These are forward-looking statements regarding the completion dates of
the various phases of the Company's Year 2000 compliance program. The actual
date of completion may be different depending on a number of important factors,
including but not limited to (i) the complexity of the analyses needed to
determine Year 2000 compliance for non-IT systems embedded in items such as
machinery and equipment, and (ii) the level of cooperation the Company receives
from third parties with respect to its compliance inquiries.


                                       12
<PAGE>   13

        The above Section is a Year 2000 Readiness Disclosure, as defined under
the Year 2000 Information and Readiness Disclosure Act of 1998.

        Euro Conversion

        On January 1, 1999, 11 of the 15 member countries of the European Union
established a fixed conversion rate between their existing sovereign currencies
and the Euro, and adopted the Euro as their common legal currency on that date
(the "Euro Conversion"). Existing currencies are scheduled to remain legal
tender in the participating countries until January 1, 2002. During the
transition period, parties may pay for goods and services using either the Euro
or the existing currency, but retailers are not required to accept the Euro as
payment. Since the Company primarily does business in U.S. dollars, it is
currently not anticipated that the Euro Conversion will have a material adverse
impact on its business or financial condition.* The Company is aware that the
information systems for its five European stores are not currently able to
recognize the Euro Conversion, however, since three of the Company's European
stores are located in the United Kingdom, which is not currently participating
in the Euro Conversion, and the Spain and Austria stores may continue to accept
local currencies until 2002, the Company does not expect its current overall
European store operations to be materially adversely impacted by the Euro
Conversion in the near future. The Company has confirmed that the information
systems utilized by its European sales agents will recognize the Euro
Conversion, but the Company is still analyzing whether the information systems
of its European distributors will do the same.




-----------------------------------------
* Note: This is a forward-looking statement regarding the currencies in which
the Company does business. The Company's actual results regarding the Euro
Conversion could differ materially if the Company begins to accept currencies
other than the U.S. dollar.


                                       13
<PAGE>   14

                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        During Q1 Fiscal 2000, the Company issued 236,066 shares (the "Shares")
of Common Stock to shareholders of High Cascade Snowboard Camp, Inc. and Snozone
Boarding and Video, Inc. in exchange for their shares of those two companies.
See "Part I - Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations - General." The Shares were issued without
registration under the Securities Act of 1933, as amended, pursuant to the
exemption therefrom provided by Rule 506 of Regulation D thereunder. Each
shareholder furnished the Company with representations that they were accredited
investors, as defined under Regulation D, and the aggregate number of purchasers
in this transaction was less than 35, excluding accredited investors. No
underwriters were involved in this transaction.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
   (a)    Exhibits
<S>       <C>
   10.1   Employment Agreement of Neal R. Lyons, dated as of April 1, 1999

   10.2   Employment Agreement of Chris D. Strain, dated as of August 9, 1999

   27     Financial Data Schedule

   (b)    Reports on 8-K.
</TABLE>

        The Company did not file any reports on Form 8-K during the quarterly
period ended August 28, 1999.


                                       14
<PAGE>   15

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          VANS, INC.
                                          (Registrant)

Date: October 12, 1999                    By: /s/ Gary H. Schoenfeld
                                             -----------------------------------
                                              GARY H. SCHOENFELD
                                              President and Chief
                                              Executive Officer

Date: October 12, 1999                    By: /s/ Kyle B. Wescoat
                                             -----------------------------------
                                              KYLE B. WESCOAT
                                              Vice President and
                                              Chief Financial Officer (Principal
                                              Financial and Accounting Officer)


                                       15
<PAGE>   16

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibits
<S>      <C>
 10.1    Employment Agreement of Neal R. Lyons, dated as of April 1, 1999.

 10.2    Employment Agreement of Chris D. Strain, dated as of August 9, 1999.

 27      Financial Data Schedule

</TABLE>

                                       16