##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 001-15755
(Commission File Number)
 (VIASYSTEMS GROUP, INC. LOGO)
 Viasystems Group, Inc.
  Delaware
 75-2668620
 101 South Hanley Road
St. Louis, MO 63105
(314) 727-2087
 þ o
 o o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ
    
    Smaller Reporting Company o
 o þ




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##### 



VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2011
 PAGEPART I  FINANCIAL INFORMATIONItem 1. Financial StatementsViasystems Group, Inc. and SubsidiariesCondensed Consolidated Balance Sheets as of March 31, 2011 (Unaudited)
and December 31, 2010
    
    
    2Unaudited Condensed Consolidated Statements of Operations for the three months ended
March 31, 2011 and 2010
    
    
    3Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2011 and 2010
    
    
    4Notes to the Unaudited Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 6. Exhibits
    
    
    25SIGNATURES
    
    
    26EXHIBIT INDEX
    
    
    27Exhibit 10.3Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   1




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VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
 
 
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (dollars in thousands, except per share amounts)
 March, 31
    
    
    December 31,2011
    
    
    2010(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    80,414
    
    
    $
    103,599Accounts receivable, net
    
    
    173,210
    
    
    
    169,247Inventories
    
    
    104,227
    
    
    
    94,877Prepaid expenses and other
    
    
    27,564
    
    
    
    22,940Total current assets
    
    
    385,415
    
    
    
    390,663Property, plant and equipment, net
    
    
    281,197
    
    
    
    273,113Goodwill
    
    
    97,589
    
    
    
    97,589Intangible assets, net
    
    
    8,662
    
    
    
    9,094Deferred financing costs, net
    
    
    7,103
    
    
    
    7,607Other assets
    
    
    1,478
    
    
    
    2,507Total assets
    
    $
    781,444
    
    
    $
    780,573LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    10,182
    
    
    $
    10,258Accounts payable
    
    
    180,873
    
    
    
    162,322Accrued and other liabilities
    
    
    64,294
    
    
    
    83,798Total current liabilities
    
    
    255,349
    
    
    
    256,378Long-term debt, less current maturities
    
    
    215,545
    
    
    
    215,139Other non-current liabilities
    
    
    47,422
    
    
    
    51,951Total liabilities
    
    
    518,316
    
    
    
    523,468Stockholders equity:Common stock, $0.01 per share par value,
100,000,000 shares authorized; 20,392,604
and
20,238,085 shares issued and outstanding
    
    
    204
    
    
    
    202Paid-in capital
    
    
    2,377,760
    
    
    
    2,376,197Accumulated deficit
    
    
    (2,127,789
    )
    
    
    (2,131,255
    )Accumulated other comprehensive income
    
    
    8,447
    
    
    
    7,696Total Viasystems stockholders equity
    
    
    258,622
    
    
    
    252,840Noncontrolling interest
    
    
    4,506
    
    
    
    4,265Total stockholders equity
    
    
    263,128
    
    
    
    257,105Total liabilities and stockholders equity
    
    $
    781,444
    
    
    $
    780,573
   2




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VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (dollars in thousands, except per share amounts)
 (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Net sales
    
    $
    238,710
    
    
    $
    186,640Operating expenses:Cost of goods sold, exclusive of items shown separately
    
    
    193,188
    
    
    
    146,139Selling, general and administrative
    
    
    18,170
    
    
    
    18,695Depreciation
    
    
    15,860
    
    
    
    12,630Amortization
    
    
    436
    
    
    
    370Restructuring and impairment
    
    
    (134
    )
    
    
    6,309Operating income
    
    
    11,190
    
    
    
    2,497Other expense:Interest expense, net
    
    
    7,208
    
    
    
    8,902Amortization of deferred financing costs
    
    
    504
    
    
    
    466Loss on early extinguishment of debt
    
    
    
    
    
    
    706Other, net
    
    
    289
    
    
    
    515Income (loss) before income taxes
    
    
    3,189
    
    
    
    (8,092
    )Income taxes
    
    
    (589
    )
    
    
    3,851Net income (loss)
    
    $
    3,778
    
    
    $
    (11,943
    )Less:Net income attributable to noncontrolling interest
    
    $
    312
    
    
    $
    137Accretion of Redeemable Class B Senior Convertible preferred stock
    
    
    
    
    
    
    1,053Conversion of Mandatory Redeemable Class A Junior preferred stock
    
    
    
    
    
    
    29,717Conversion of Redeemable Class B Senior Convertible preferred stock
    
    
    
    
    
    
    105,021Net income (loss) attributable to common stockholders
    
    $
    3,466
    
    
    $
    (147,871
    )Basic earnings (loss) per share
    
    $
    0.17
    
    
    $
    (12.57
    )Diluted earnings (loss) per share
    
    $
    0.17
    
    
    $
    (12.57
    )Basic weighted average shares outstanding
    
    
    19,980,153
    
    
    
    11,762,329Diluted weighted average shares outstanding
    
    
    20,100,961
    
    
    
    11,762,329
   3




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VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (dollars in thousands)
 (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Cash flows from operating activities:Net income (loss)
    
    $
    3,778
    
    
    $
    (11,943
    )Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    16,296
    
    
    
    13,000Non-cash stock compensation expense
    
    
    1,565
    
    
    
    130Amortization of deferred financing costs
    
    
    504
    
    
    
    466Deferred income taxes
    
    
    457
    
    
    
    2,954Amortization of original issue discount on 2015 Notes
    
    
    399
    
    
    
    399Non-cash impact of exchange rate changes
    
    
    126
    
    
    
    (60
    )Loss on disposition of assets, net
    
    
    41
    
    
    
    89Accretion of Class A Junior preferred stock dividends
    
    
    
    
    
    
    871Amortization of preferred stock discount
    
    
    
    
    
    
    444Loss on early extinguishment of debt
    
    
    
    
    
    
    706Change in assets and liabilities:Accounts receivable
    
    
    (3,963
    )
    
    
    (15,332
    )Inventories
    
    
    (9,350
    )
    
    
    (1,653
    )Prepaid expenses and other
    
    
    (3,283
    )
    
    
    (1,429
    )Accounts payable
    
    
    18,551
    
    
    
    10,052Accrued and other liabilities
    
    
    (24,174
    )
    
    
    (3,078
    )Net cash provided by (used in) operating activities
    
    
    947
    
    
    
    (4,384
    )Cash flows from investing activities:Capital expenditures
    
    
    (24,028
    )
    
    
    (9,521
    )Proceeds from disposals of property
    
    
    43
    
    
    
    Acquisition of Merix
    
    
    
    
    
    
    (35,326
    )Cash acquired in acquisition of Merix
    
    
    
    
    
    
    13,667Net cash used in investing activities
    
    
    (23,985
    )
    
    
    (31,180
    )Cash flows from financing activities:Repayment of capital lease obligation
    
    
    (76
    )
    
    
    (26
    )Distribution to noncontrolling interest
    
    
    (71
    )
    
    
    Repayment of 10.5% Senior Subordinated Notes
    
    
    
    
    
    
    (105,904
    )Change in restricted cash
    
    
    
    
    
    
    105,734Proceeds from borrowings under credit facilities
    
    
    10,000
    
    
    
    10,000Repayments of borrowings under credit facilities
    
    
    (10,000
    )
    
    
    Financing and other fees
    
    
    
    
    
    
    (2,159
    )Net cash (used in) provided by financing activities
    
    
    (147
    )
    
    
    7,645Net change in cash and cash equivalents
    
    
    (23,185
    )
    
    
    (27,919
    )Cash and cash equivalents, beginning of the period
    
    
    103,599
    
    
    
    108,993Cash and cash equivalents, end of the period
    
    $
    80,414
    
    
    $
    81,074Supplemental cash flow information:Interest paid
    
    $
    13,376
    
    
    $
    5,558Income taxes paid, net
    
    $
    2,817
    
    
    $
    2,452Supplemental disclosure of noncash transactions:Fair value of common shares issued for acquisition of Merix
    
    $
    
    
    
    $
    75,877Fair value
of common shares issued in exchange for Mandatory redeemable Class A Junior preferred stock
    
    $
    
    
    
    $
    149,868Fair value of common shares issued in exchange for Redeemable Class B Senior Convertible
preferred stock
    
    $
    
    
    
    $
    117,970
   4




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VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
 (Unaudited)
 1. Basis of Presentation
 Unaudited Interim Condensed Consolidated Financial Statements
  Nature of Business
 -
 Principles of Consolidation
  Use of Estimates
   
    
    allowances for doubtful accounts;
 
    
    inventory valuation;
 
    
    fair value of derivative instruments and related hedged items;
 
    
    fair value of assets acquired and liabilities assumed in acquisitions;
 
    
    useful lives of property, plant, equipment and intangible assets;
 
    
    long-lived and intangible asset impairments;
 
    
    restructuring charges;
 
    
    warranty and product returns allowances;
 
    
    deferred compensation agreements;
 
    
    tax related items;
 
    
    contingencies; and
 
    
    fair value of options granted under the Companys stock-based compensation plans.
  5




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Commitments and Contingencies
     Earnings or Loss Per Share
   6




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Three Months Ended March 31,2011
    
    
    2010Net income (loss) attributable to common stockholders
    
    $
    3,466
    
    
    $
    (147,871
    )Weighted average shares  basic
    
    
    19,980,153
    
    
    
    11,762,329Dilutive effect of stock options
    
    
    3,257
    
    
    
    Dilutive effect of restricted stock awards
    
    
    117,551
    
    
    
    Weighted average shares  diluted
    
    
    20,100,961
    
    
    
    11,762,329Net income (loss) per share attributable to common stockholders  basic
    
    $
    0.17
    
    
    $
    (12.57
    )Net income (loss) per share attributable to common stockholders  diluted
    
    $
    0.17
    
    
    $
    (12.57
    )
  Fair Value of Financial Instruments
    March 31, 2011Fair
    
    
    CarryingValue
    
    
    Amount
    
    
    Balance Sheet ClassificationSenior Secured Notes due 2015
    
    $
    245,300
    
    
    $
    213,950
    
    
    Long-term debt, less current maturitiesSenior Secured 2010 Credit Facility
    
    
    
    
    
    
    Zhongshan 2010 Credit Facility
    
    
    10,000
    
    
    
    10,000
    
    
    Current maturities of long-term debtSenior Subordinated Convertible Notes due 2013
    
    
    895
    
    
    
    895
    
    
    Long-term debt, less current maturitiesCash flow hedges
    
    
    1,015
    
    
    
    1,015
    
    
    Prepaid expenses and otherHuiyang 2009 Credit Facility
    
    
    
    
    
    
    December 31, 2010Fair
    
    
    CarryingValue
    
    
    Amount
    
    
    Balance Sheet ClassificationSenior Secured Notes due 2015
    
    $
    244,889
    
    
    $
    213,551
    
    
    Long-term debt, less current maturitiesSenior Secured 2010 Credit Facility
    
    
    
    
    
    
    Zhongshan 2010 Credit Facility
    
    
    10,000
    
    
    
    10,000
    
    
    Current maturities of long-term debtSenior Subordinated Convertible Notes due 2013
    
    
    895
    
    
    
    895
    
    
    Long-term debt, less current maturitiesCash flow hedges
    
    
    20
    
    
    
    20
    
    
    Prepaid expenses and otherHuiyang 2009 Credit Facility
    
    
    
    
    
    
    
  7




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Noncontrolling Interest
   2011
    
    
    2010Balance, beginning of year
    
    $
    4,265
    
    
    $
    Noncontrolling interest acquired in connection with Merix Acquisition
    
    
    
    
    
    
    2,680Net income attributable to noncontrolling interest
    
    
    312
    
    
    
    137Distribution to noncontrolling interest holder
    
    
    (71
    )
    
    
    Balance, March 31,
    
    $
    4,506
    
    
    $
    2,817
 2. The Merix Acquisition
   8




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Three MonthsEndedMarch 31,2010Net sales
    
    $
    228,595Net income
    
    $
    1,305
 3. Inventories
  March 31,
    
    
    December 31,2011
    
    
    2010Raw materials
    
    $
    41,389
    
    
    $
    33,175Work in process
    
    
    28,389
    
    
    
    24,610Finished goods
    
    
    34,449
    
    
    
    37,092Total
    
    $
    104,227
    
    
    $
    94,877
  4. Property, Plant and Equipment
  March 31,
    
    
    December 31,2011
    
    
    2010Land and buildings
    
    $
    84,501
    
    
    $
    84,187Machinery, equipment and systems
    
    
    531,335
    
    
    
    510,388Leasehold improvements
    
    
    45,302
    
    
    
    43,690Construction in progress
    
    
    7,212
    
    
    
    7,017668,350
    
    
    
    645,282Less: Accumulated depreciation
    
    
    (387,153
    )
    
    
    (372,169
    )Total
    
    $
    281,197
    
    
    $
    273,113
 5. Credit Facilities and Long-term Debt
  March 31,
    
    
    December 31,2011
    
    
    2010Senior Secured Notes due 2015
    
    $
    213,950
    
    
    $
    213,551Senior Secured 2010 Credit Facility
    
    
    
    
    
    
    Zhongshan 2010 Credit Facility
    
    
    10,000
    
    
    
    10,000Senior Subordinated Convertible Notes due 2013
    
    
    895
    
    
    
    895Huiyang 2009 Credit Facility
    
    
    
    
    
    
    Capital leases
    
    
    882
    
    
    
    951225,727
    
    
    
    225,397Less: Current maturities
    
    
    (10,182
    )
    
    
    (10,258
    )$
    215,545
    
    
    $
    215,139
   9




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##### Table of Contents



Senior Secured Notes due 2015
  Senior Secured 2010 Credit Facility
  Zhongshan 2010 Credit Facility
  Huiyang 2009 Credit Facility
  Senior Subordinated Convertible Notes due 2013
  6. Restructuring and Impairment
   10




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Three Months Ended March 31, 2011Reserve
    
    
    
    
    
    
    Cash
    
    
    
    
    
    
    Reserve12/31/10
    
    
    Reversals
    
    
    Payments
    
    
    Adjustments
    
    
    3/31/11Restructuring Activities:Personnel and severance
    
    $
    445
    
    
    $
    (134
    )
    
    $
    (73
    )
    
    $
    
    
    
    $
    238Lease and other contractual commitments
    
    
    1,277
    
    
    
    
    
    
    
    (300
    )
    
    
    8
    (a)
    
    
    985Total restructuring charges
    
    $
    1,722
    
    
    $
    (134
    )
    
    $
    (373
    )
    
    $
    8
    
    
    $
    1,223Three Months Ended March 31, 2010Reserve
    
    
    
    
    
    
    Cash
    
    
    
    
    
    
    Reserve12/31/09
    
    
    Charges
    
    
    Payments
    
    
    Adjustments
    
    
    3/31/10Restructuring Activities:Personnel and severance
    
    $
    843
    
    
    $
    824
    
    
    $
    (596
    )
    
    $
    
    
    
    $
    1,071Lease and other contractual commitments
    
    
    2,481
    
    
    
    5,485
    
    
    
    (6,367
    )
    
    
    740
    (b)
    
    
    2,339Total restructuring charges
    
    $
    3,324
    
    
    $
    6,309
    
    
    $
    (6,963
    )
    
    $
    740
    
    
    $
    3,410
 (a)
    
    Represents $8 of accretion of interest on discounted restructuring liabilities.(b)
    
    Represents $732 of restructuring liabilities assumed in the Merix Acquisition and $8 of
accretion of interest on discounted restructuring liabilities.
   7. Derivative Financial Instruments and Cash Flow Hedging Strategy
     11




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March 31,
    
    
    December 31,2011
    
    
    2010Notional amount, in thousands of Chinese RMB
    
    
    1,451,595
    
    
    
    589,923Weighted average remaining maturity, in months
    
    
    4.8
    
    
    
    5.5Weighted average exchange rate to one U.S. Dollar
    
    
    6.517
    
    
    
    6.543Deferred gain measured at fair value, net of taxes
    
    $
    771
    
    
    $
    20Balance sheet location of deferred gain
    
    
    Prepaid expenses and other
    
    
    
    Prepaid expenses and other
  8. Stock-based Compensation
  Three Months EndedMarch 31,2011
    
    
    2010Cost of goods sold
    
    $
    130
    
    
    $
    27Selling, general and administrative
    
    
    1,435
    
    
    
    103$
    1,565
    
    
    $
    130
 Stock Options
  WeightedAverageExerciseShares
    
    
    PriceOutstanding at December 31, 2010
    
    
    1,194,640
    
    
    $
    43.13Granted
    
    
    516,784
    
    
    
    20.38Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (21,836
    )
    
    
    26.14Outstanding at March 31, 2011
    
    
    1,689,588
    
    
    
    36.39Options exercisable at March 31, 2011
    
    
    197,710
    
    
    $
    150.99
  12




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Expected life of options
    
    
    4.3 yearsRisk free interest rate
    
    
    2.39
    %Expected volatility of stock
    
    
    60.72
    %Expected dividend yield
    
    
    None
   Outstanding
    
    
    ExercisableWeighted
    
    
    Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    average
    
    
    
    
    
    
    averageNumber of
    
    
    remaining
    
    
    exercise
    
    
    Number of
    
    
    exerciseExercise Price
    
    Options
    
    
    contractual life
    
    
    price
    
    
    options
    
    
    price$14.42 to 21.88
    
    
    1,491,878
    
    
    6.4 years
    
    $
    21.21
    
    
    
    
    
    
    $
    $150.99
    
    
    197,710
    
    
    2.9 years
    
    $
    150.99
    
    
    
    197,710
    
    
    $
    150.991,689,588
    
    
    6.0 years
    
    $
    36.39
    
    
    
    197,710
    
    
    $
    150.99
 Restricted Stock Awards
  WeightedAverageGrant DatePer ShareShares
    
    
    Fair ValueOutstanding at December 31, 2010
    
    
    257,932
    
    
    $
    16.60Granted
    
    
    154,519
    
    
    
    20.41Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding at March 31, 2011
    
    
    412,451
    
    
    $
    18.03
  9. Income Taxes
   13




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10. Comprehensive Income (Loss)
  Three Months EndedMarch 31,2011
    
    
    2010Net income (loss)
    
    $
    3,778
    
    
    $
    (11,943
    )Change in fair value of derivatives, net of taxes
    
    
    751
    
    
    
    120Comprehensive income (loss)
    
    $
    4,529
    
    
    $
    (11,823
    )
 11. Business Segment Information
   March 31,
    
    
    December 31,2011
    
    
    2010Total assets:Printed Circuit Boards
    
    $
    658,444
    
    
    $
    625,884Assembly
    
    
    92,132
    
    
    
    84,273Other
    
    
    30,868
    
    
    
    70,416Total assets
    
    $
    781,444
    
    
    $
    780,573
  14




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Three Months EndedMarch 31,2011
    
    
    2010Net sales to external customers:Printed Circuit Boards
    
    $
    192,723
    
    
    $
    150,602Assembly
    
    
    45,987
    
    
    
    36,038Total
    
    $
    238,710
    
    
    $
    186,640Intersegment sales:Printed Circuit Boards
    
    $
    3,502
    
    
    $
    2,147Assembly
    
    
    
    
    
    
    Total
    
    $
    3,502
    
    
    $
    2,147Operating income (loss):Printed Circuit Boards
    
    $
    9,786
    
    
    $
    9,427Assembly
    
    
    1,404
    
    
    
    994Other
    
    
    
    
    
    
    (7,924
    )Total
    
    
    11,190
    
    
    
    2,497Interest expense, net
    
    
    7,208
    
    
    
    8,902Amortization of deferred financing cost
    
    
    504
    
    
    
    466Loss on early extinguishment of debt
    
    
    
    
    
    
    706Other, net
    
    
    289
    
    
    
    515Income (loss) before income taxes
    
    $
    3,189
    
    
    $
    (8,092
    )
 12. Shelf Registration Statement
   15




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion should be read in conjunction with the unaudited condensed
consolidated financial statements and the notes thereto included in this Quarterly Report on Form
10-Q.
    Company Overview
    16




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Business Overview
     17




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Results of Operations
 Three Months Ended March 31, 2011, Compared with the Three Months Ended March 31, 2010
 Net Sales.
  Historical
    
    
    Pro FormaEnd-User Market (dollars in millions)
    
    2011
    
    
    2010
    
    
    2010Automotive
    
    $
    90.7
    
    
    $
    72.4
    
    
    $
    80.6Industrial & Instrumentation
    
    
    61.7
    
    
    
    44.4
    
    
    
    53.9Telecommunications
    
    
    43.9
    
    
    
    39.3
    
    
    
    50.9Computer and Datacommunications
    
    
    31.3
    
    
    
    25.3
    
    
    
    32.9Military and Aerospace
    
    
    11.1
    
    
    
    5.2
    
    
    
    10.3Total Net Sales
    
    $
    238.7
    
    
    $
    186.6
    
    
    $
    228.6
      18




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Historical
    
    
    Pro FormaSegment (dollars in millions)
    
    2011
    
    
    2010
    
    
    2010Printed Circuit Boards
    
    $
    196.2
    
    
    $
    152.7
    
    
    $
    194.7Assembly
    
    
    46.0
    
    
    
    36.0
    
    
    
    36.0Eliminations
    
    
    (3.5
    )
    
    
    (2.1
    )
    
    
    (2.1
    )Total Net Sales
    
    $
    238.7
    
    
    $
    186.6
    
    
    $
    228.6
   Cost of Goods Sold.
   19




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Selling, General and Administrative Costs.
 Depreciation.
 Restructuring and Impairment.
 Operating Income.
 Source (dollars in millions)
    
    2011
    
    
    2010Printed Circuit Boards segment
    
    $
    9.8
    
    
    $
    9.4Assembly segment
    
    
    1.4
    
    
    
    1.0Other
    
    
    
    
    
    
    (7.9
    )Operating income
    
    $
    11.2
    
    
    $
    2.5
    20




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Adjusted EBITDA.
    
    
    Restructuring and Impairment Charges  which consist primarily of facility closures and
other headcount reductions. Historically, a significant amount of these restructuring
charges have been non-cash charges related to the write-down of property, plant and equipment
to estimated net realizable value. We exclude these restructuring and impairment charges to
more clearly reflect our ongoing operating performance.
 
    
    Stock Compensation  non-cash charges associated with recognizing the fair value of stock
options and restricted stock awards granted to employees and directors. We exclude these
charges to more clearly reflect comparable year-over-year cash operating performance.
 
    
    Costs Relating to Acquisitions and Equity Registrations  professional fees and other
non-recurring costs and expenses associated with mergers and acquisition activity as well as
costs associated with capital transactions, such as equity registrations. We exclude these
costs and expenses because they are not representative of our customary operating expenses.
  Three Months EndedMarch 31,Source (dollars in millions)
    
    2011
    
    
    2010Operating income
    
    $
    11.2
    
    
    $
    2.5Add-back:Depreciation and Amortization
    
    
    16.3
    
    
    
    13.0Restructuring and impairment
    
    
    (0.1
    )
    
    
    6.3Non-cash stock compensation expense
    
    
    1.6
    
    
    
    0.1Costs relating to acquisitions and equity registrations
    
    
    0.3
    
    
    
    4.8Adjusted EBITDA
    
    $
    29.3
    
    
    $
    26.7
  21




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Interest Expense, net.
 Income Taxes.
 Liquidity and Capital Resources
 Cash Flow
     22




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Financing Arrangements
 Shelf Registration Statement
   23




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Zhongshan 2010 Credit Facility
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Risk
  
 Item 4.
    
    Controls and Procedures
    24




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 6.
    
    Exhibits
    25




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##### Table of Contents



SIGNATURES
  VIASYSTEMS GROUP, INC.By:
    /s/ David M. SindelarName:
    David M. SindelarTitle:
    Chief Executive Officer
(Principal Executive Officer)By:
    /s/ Gerald G. SaxName:
    Gerald G. SaxTitle:
    Senior Vice President & Chief Financial Officer
(Principal Financial Officer)By:
    /s/ Christopher R. IsaakName:
    Christopher R. IsaakTitle:
    Vice President, Corporate Controller &
Chief Accounting Officer
(Principal Accounting Officer)  26




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##### Table of Contents



ExhibitNo.
    
    Description3.1
    (1)
    
    Third Amended and Restated Certificate of Incorporation of Viasystems Group, Inc.3.2
    (1)
    
    Second Amended and Restated Bylaws of Viasystems Group, Inc.10.1
    (2)
    
    Agreement, dated as of October 3, 2002, by and between Viasystems Technologies
Corp., L.L.C. and Richard B. Kampf.10.2
    (2)
    
    Agreement, dated as of January 31, 2000, by and between Viasystems Group, Inc. and
Brian Barber.10.3
    (3)
    
    English translation of the renewal of the Zhongshan 2010 Credit Facility Contract,
dated as of March 25, 2011, by and between Kalex Multi-Layer Circuit Board
(Zhongshan) Limited, as Borrower, and China Construction Bank Zhongshan Branch, as
Lender and Amendment No. 1 thereto, dated as of March 28, 2011.31.1
    (3)
    
    Chief Executive Officers Certification required by Rule 13(a)-14(a) of the Securities
Exchange Act of 1934, as amended.31.2
    (3)
    
    Chief Financial Officers Certification required by Rule 13(a)-14(a) of the
Securities Exchange Act of 1934, as amended.32.1
    (3)
    
    Chief Executive Officer Certification pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002.32.2
    (3)
    
    Chief Financial Officer Certification pursuant to 18 U.S.C. § 1350, as adopted
pursuant § 906 of the Sarbanes-Oxley Act of 2002.
 (1)
    
    Incorporated by reference to Form 8-K of Viasystems Group, Inc. filed on February 17,
2010.(2)
    
    Incorporated by reference to Registration Statement No. 333-172657 on Form S-3 of
Viasystems Group, Inc. filed on March 7, 2011.(3)
    
    Filed herewith.
  27