<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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    March 31, 2001
                              -------------------------------------------------

                                       OR

[ ]      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.
               (Exact name of Registrant as specified in charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   75-2668620
                      (I.R.S. Employer Identification No.)

                              101 SOUTH HANLEY ROAD
                               ST. LOUIS, MO 63105
                                 (314) 727-2087
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

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 reports) 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 issuer's classes of
common stock, as of the latest practicable date:


                                              Outstanding at
                    Class                       May 1, 2001
           ------------------------         ------------------
           Viasystems Group, Inc.
               Common Stock,
           par value $.01 per share         141,463,261 shares


<PAGE>   2



                      VIASYSTEMS GROUP, INC. & SUBSIDIARIES
                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>                                                                                                          <C>
PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

Viasystems Group, Inc. & Subsidiaries
      Condensed Consolidated Balance Sheets as of December 31, 2000 and March 31, 2001.......................   2
      Condensed Consolidated Statements of Operations for the three months ended
          March 31, 2000 and 2001............................................................................   3
      Condensed Consolidated Statement of Stockholders' Equity for the three months
          ended March 31, 2001...............................................................................   4
      Condensed Consolidated Statements of Cash Flows for the three months ended
          March 31, 2000 and 2001............................................................................   5
      Notes to Condensed Consolidated Financial Statements...................................................   6

Item 2.    Management's Discussion and Analysis of Results of Operations and Financial Condition.............  12

Item 3.    Quantitative and Qualitative Disclosures about Market Risk........................................  15

PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K..................................................................  17

SIGNATURES...................................................................................................  18
</TABLE>



<PAGE>   3





                      VIASYSTEMS GROUP, INC. & SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                               December 31,     March 31,
                                                                   2000           2001
                                                               ------------   -----------
                                                                              (Unaudited)
<S>                                                            <C>            <C>
ASSETS

Current assets:

     Cash and cash equivalents .............................   $    45,676    $    57,061
     Accounts receivable, net ..............................       320,561        284,374
     Inventories ...........................................       255,973        239,060
     Prepaid expenses and other ............................        70,922         60,757
                                                               -----------    -----------
        Total current assets ...............................       693,132        641,252
Property, plant and equipment, net .........................       452,621        458,536
Intangibles and other assets, net ..........................       465,531        456,978
                                                               -----------    -----------
        Total assets .......................................   $ 1,611,284    $ 1,556,766
                                                               ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current maturities of long-term obligations ...........   $    23,882    $    20,108
     Accounts payable ......................................       293,696        240,558
     Accrued and other liabilities .........................       112,200        107,144
     Income taxes payable ..................................        22,759          2,417
                                                               -----------    -----------
        Total current liabilities ..........................       452,537        370,227
Long-term obligations, less current maturities .............     1,000,435      1,041,371
Other non-current liabilities ..............................        22,380         43,039
Preferred Stock:
     Series B preferred stock ..............................        46,101         47,410
Stockholders' equity:
     Common stock ..........................................         1,393          1,393
     Paid-in capital .......................................     1,555,269      1,553,960
     Notes due from affiliates .............................      (124,532)      (127,611)
     Accumulated deficit ...................................    (1,314,938)    (1,333,674)
     Treasury stock, at cost ...............................          (122)          (122)
     Accumulated other comprehensive loss ..................       (27,239)       (39,227)
                                                               -----------    -----------
        Total stockholders' equity .........................        89,831         54,719
                                                               -----------    -----------
        Total liabilities and stockholders' equity .........   $ 1,611,284    $ 1,556,766
                                                               ===========    ===========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.



                                       2
<PAGE>   4



                      VIASYSTEMS GROUP, INC. & SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                  ------------------------------
                                                                                       2000             2001
                                                                                  -------------    -------------
<S>                                                                               <C>              <C>
Net sales .....................................................................   $     384,584    $     389,191
Operating expenses:
     Cost of goods sold .......................................................         303,274          310,448
     Selling, general and administrative (including one-time, non-cash
        compensation charges of $104,351 in 2000) .............................         138,616           28,501
     Depreciation .............................................................          28,318           22,262
     Amortization .............................................................          12,349           11,467
     Restructuring charge .....................................................              --           12,007
                                                                                  -------------    -------------
Operating income (loss) .......................................................         (97,973)           4,506
Other expenses:
     Interest expense, net ....................................................          37,769           22,048
     Amortization of deferred financing costs .................................           1,793              836
     Other expense, net .......................................................             674              358
                                                                                  -------------    -------------
Loss before income tax benefit and extraordinary item .........................        (138,209)         (18,736)
Benefit for income taxes ......................................................          (7,500)              --
                                                                                  -------------    -------------
Loss before extraordinary item ................................................        (130,709)         (18,736)
Extraordinary item - loss on early extinguishment of debt, net of
     income tax benefit of $0 .................................................          31,196               --
                                                                                  -------------    -------------
        Net loss ..............................................................   $    (161,905)   $     (18,736)
                                                                                  =============    =============

Basic loss per weighted average common share:
     Before extraordinary item ................................................   $       (1.59)   $       (0.14)
     Extraordinary item .......................................................           (0.38)              --
                                                                                  -------------    -------------
        Net loss ..............................................................   $       (1.97)   $       (0.14)
                                                                                  =============    =============

Diluted loss per weighted average common share:
     Before extraordinary item ................................................   $       (1.59)   $       (0.14)
     Extraordinary item .......................................................           (0.38)              --
                                                                                  -------------    -------------
        Net loss ..............................................................   $       (1.97)   $       (0.14)
                                                                                  =============    =============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>   5



                      VIASYSTEMS GROUP, INC. & SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                          Accumulated
                                                                     Notes Due                               Other
                                             Common     Paid-in        from      Accumulated   Treasury   Comprehensive
                                             Stock      Capital     Affiliates     Deficit      Stock     Income (Loss)    Total
                                            --------   ----------   -----------  -----------   --------    -----------   ---------
<S>                                         <C>        <C>          <C>          <C>           <C>         <C>           <C>
BALANCE AT DECEMBER 31, 2000 .............  $  1,393   $1,555,269   $  (124,532) $(1,314,938)  $   (122)   $   (27,239)  $  89,831
Comprehensive loss:
  Net loss ...............................        --           --            --      (18,736)        --             --     (18,736)
  Gain on derivative instruments
    designated and qualifying as foreign
    currency cash flow hedging
    instruments, net of taxes of $0 ......        --           --            --           --         --            988         988
  Foreign currency translation adjustments        --           --            --           --         --        (12,976)    (12,976)
                                                                                                                         ---------
Total comprehensive loss .................        --           --            --           --         --             --     (30,724)
                                                                                                                         ---------
Paid-in-kind notes for interest on notes
  due from affiliates ....................        --           --        (3,079)          --         --             --      (3,079)
Paid-in-kind dividends of 32,947 shares of
  Series B  preferred stock ..............        --       (1,309)           --           --         --             --      (1,309)
                                            --------   ----------   -----------  -----------   --------    -----------   ---------
BALANCE AT MARCH 31, 2001 ................  $  1,393   $1,553,960   $  (127,611) $(1,333,674)  $   (122)   $   (39,227)  $  54,719
                                            ========   ==========   ===========  ===========   ========    ===========   =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.




                                       4
<PAGE>   6



                      VIASYSTEMS GROUP, INC. & SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                   --------------------------
                                                                                      2000            2001
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
Cash flows from operating activities:
   Net loss ....................................................................   $  (161,905)   $   (18,736)
   Adjustments to reconcile net loss to net cash provided by (used in)
      operating activities:
      Non-cash compensation expense charges ....................................       104,351             --
      Extraordinary item - loss on early extinguishment of debt ................        31,196             --
      Depreciation and amortization ............................................        40,667         33,729
      Amortization of deferred financing costs .................................         1,793            836
      Joint venture income .....................................................            --           (544)
      Paid-in-kind notes for interest on notes due from affiliates .............            --         (3,079)
      Deferred taxes ...........................................................        (7,500)            --
      Change in assets and liabilities, net of acquisitions:
          Accounts receivable ..................................................       (43,356)        31,221
          Inventories ..........................................................        (4,508)        14,066
          Prepaid expenses and other ...........................................        (6,903)         4,700
          Accounts payable and accrued and other liabilities ...................        24,736        (51,351)
          Income taxes payable .................................................        (3,115)        (1,932)
                                                                                   -----------    -----------
               Net cash provided by (used in) operating activities .............       (24,544)         8,910
Cash flows from investing activities:
   Acquisitions, net of cash acquired ..........................................      (321,214)            --
   Capital expenditures ........................................................       (34,132)       (33,399)
                                                                                   -----------    -----------
               Net cash used in investing activities ...........................      (355,346)       (33,399)
Cash flows from financing activities:
   Equity proceeds .............................................................       864,774             --
   Cash distribution to stockholders of European PCB Group .....................       (16,213)            --
   Repayment of amounts due under credit facilities ............................      (346,262)            --
   Repayment of amounts due under the Chips Loan Notes .........................            --       (285,312)
   Net borrowings under the Credit Agreement term loans ........................       150,000        288,750
   Net borrowings (repayments) on revolvers ....................................      (179,301)        38,000
   Net repayments of other long-term obligations ...............................       (10,929)        (4,076)
   Financing fees and other ....................................................       (20,130)            --
                                                                                   -----------    -----------
               Net cash provided by financing activities .......................       441,939         37,362
Effect of exchange rate changes on cash and cash equivalents ...................          (493)        (1,488)
                                                                                   -----------    -----------
Net change in cash and cash equivalents ........................................        61,556         11,385
Cash and cash equivalents - beginning of the period ............................        22,839         45,676
                                                                                   -----------    -----------
Cash and cash equivalents - end of the period ..................................   $    84,395    $    57,061
                                                                                   ===========    ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>   7





                      VIASYSTEMS GROUP, INC. & SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                   (UNAUDITED)


1. BASIS OF PRESENTATION

Unaudited Interim Condensed Consolidated Financial Statements

     The unaudited interim condensed consolidated financial statements of
Viasystems Group, Inc. ("Group") and its subsidiaries reflect all adjustments
consisting only of normal recurring adjustments that are, in the opinion of
management, necessary for a fair presentation of financial position and results
of operations. Group, together with its subsidiaries, is herein referred to as
the "Company." The results for the three months ended March 31, 2001, are not
necessarily indicative of the results that may be expected for a full fiscal
year. These financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company's
2000 Annual Report on Form 10-K and other filings made with the Securities and
Exchange Commission.

Transfer to Stockholders

     On March 29, 2000, Group effected a transfer to European PCB Group (Cayman
Islands), Ltd., ("European PCB Group"), a company owned by certain of Group's
pre-IPO stockholders, of all the capital stock of certain businesses in Europe.
As a result, European PCB Group consists primarily of the operations formerly
conducted by Forward Group Plc, Zincocelere S.p.A., Interconnection Systems
(Holdings) Limited ("ISL") and the PCB production facility of Ericsson Telecom
AB. In consideration for the transfer, European PCB Group delivered subordinated
notes payable ("NewCo Notes") to the Company for $124,532 in the aggregate,
which have been classified as a component of stockholders' equity. The NewCo
Notes each have a 10-year term and bear interest at a rate of 9% per annum,
payable in kind by the issuance of additional notes.

     In 2000, the Company accrued interest income on the NewCo Notes and
established a full valuation allowance against the interest accrual. In 2001,
the Company began to recognize the current interest income earned on the NewCo
Notes as the affiliated companies have forecasted, based on current operations
and projections, that there will be sufficient cash flows generated over the
term of the NewCo Notes to ensure the ultimate collectibility of the NewCo Notes
and current interest.

Reclassifications

     Certain amounts in the condensed consolidated financial statements for 2000
have been reclassified to conform to the current year presentation. These
reclassifications have no effect on total stockholders' equity or net loss as
previously reported.

2. DERIVATIVE FINANCIAL INSTRUMENTS

     On January 1, 2001, the Company implemented, on a prospective basis,
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and
SFAS No. 138 (collectively, the "Statement"). This Statement requires all
derivatives to be recognized in the statement of financial position at fair
value, with changes in the fair value of derivative



                                       6
<PAGE>   8

instruments to be recorded in current earnings or deferred in accumulated other
comprehensive loss, depending on whether a derivative is designated as and is
effective as a hedge and on the type of hedging transaction.

     The Company uses derivative instruments, primarily foreign exchange forward
contracts, to manage certain of its foreign exchange rate risks. The Company's
objective is to limit potential losses in earnings or cash flows from adverse
foreign currency exchange rate movements. The Company's foreign currency
exposures arise from transactions denominated in a currency other than an
entity's functional currency, primarily anticipated sales of finished product
and the settlement of payables.

     Generally, the Company applies hedge accounting as allowed by the
Statement. At March 31, 2001, the Company only had derivatives which qualified
as foreign currency cash flow hedges. For hedged forecasted transactions, hedge
accounting is discontinued if the forecasted transaction is no longer intended
to occur, and any previously deferred hedging gains or losses would be recorded
to earnings immediately. Earnings impacts for all designated hedges are recorded
in the condensed consolidated statement of operations generally on the same line
item as the gain or loss on the item being hedged. The Company records all
derivatives at fair value as assets or liabilities in the condensed
consolidated balance sheet, with classification as current or long-term
depending on the duration of the instrument.

     The Company had no transition adjustment as a result of adopting SFAS 133
on January 1, 2001 as the Company's derivative instruments were entered into
during the first quarter 2001 or at year-end 2000. At March 31, 2001, the net
deferred hedging gain in accumulated other comprehensive loss was approximately
$988. This entire net deferred gain is expected to be recognized in earnings
during the year ended December 31, 2001, at the time the underlying hedged
transactions are realized. There was no hedge ineffectiveness during first
quarter 2001.



                                       7
<PAGE>   9


3. RESTRUCTURING

     During the three months ended March 31, 2001, the Company implemented a
restructuring plan primarily related to headcount reductions in its North
American operations. From December 31, 2000 to March 31, 2001, the Company had
total headcount reductions of approximately 2,800 (two thousand eight hundred)
permanent employees, of which approximately 2,500 (two thousand five hundred)
related to the restructuring plan. The headcount reductions, resulting from the
restructuring plan, were made to management, staff and hourly positions and to
unionized and non-unionized employees. During the three months ended March 31,
2001, a restructuring accrual was established by recording a $12,007 charge to
continuing operations. This provision primarily related to employee severance
costs. During the quarter, approximately $9,081 in payments were charged against
the accrual, resulting in an approximate $2,926 accrual balance at March 31,
2001. The majority of the accrual remaining at March 31, 2001 will be paid
during the second quarter of 2001, with the entire accrual being utilized within
one year.

4. INVENTORIES


     The composition of inventories at March 31, 2001, is as follows:

<TABLE>
<S>                                                                                            <C>
         Raw materials................................................................         $      131,104
         Work in process..............................................................                 44,268
         Finished goods...............................................................                 63,688
                                                                                               --------------
            Total.....................................................................         $      239,060
                                                                                               ==============
</TABLE>

5. LONG-TERM OBLIGATIONS

     The composition of long-term obligations at March 31, 2001, is as follows:

<TABLE>
<S>                                                                                              <C>
     Credit Agreement:
         Term facilities...........................................................              $      438,250
         Revolvers.................................................................                      91,800
     Senior Subordinated Notes due 2007............................................                     400,000
     Series B Senior Subordinated Notes due 2007, including premium of $3,363......                     103,363
     Other debt....................................................................                      28,066
                                                                                                 --------------
                                                                                                      1,061,479
     Less: current maturities......................................................                      20,108
                                                                                                 --------------
                                                                                                 $    1,041,371
                                                                                                 ==============
</TABLE>

     In connection with the initial public offering, Group, as guarantor, and
certain subsidiaries, as borrowers, entered into a senior credit facility (the
"Credit Agreement") dated March 29, 2000. The Credit Agreement provides for: (a)
a $150,000 term loan facility (the "Tranche B Term Loan"), all of which was
required to be drawn in a single draw at the closing of the Credit Agreement in
March 2000; (b) a $175,000 revolving credit facility (the "Revolving Loan") of
which $75,000 may be used for foreign currency loans in Euros, Pounds Sterling
or Canadian Dollars; (c) up to $40,000 of the Revolving Loan may be used for
letters of credit; and (d) a U.S. $303,100 letter of credit and term loan
facility in respect of the obligations due under the loan notes made in
connection with the acquisition of ISL (the "Chips Loan Notes"). The letter of
credit and term loan facility consists of two tranches: (i) a $153,100 tranche
(the "Tranche A Chips Loan") and (ii) a $150,000 tranche (the "Tranche B Chips
Loan"). During the three months ended March 31, 2001, the holder of the Chips
Loan Notes redeemed them. The Company paid this obligation plus the accrued
quarterly interest owed by borrowing $150,000 on the Tranche B Chips Loan and
$139,250 on the Tranche A Chips Loan. Borrowings under the Credit Agreement are
collateralized by first priority mortgages and liens on substantially all of the
material assets of the Company and its subsidiaries.


                                       8
<PAGE>   10


     At March 31, 2001, the Company had approximately $61,800 of available
borrowing capacity under the Revolving Loan.

6. EXTRAORDINARY ITEM

     During the quarter ended March 31, 2000, the Company recorded, as an
extraordinary item, a one-time, non-cash write-off of deferred financing fees of
approximately $31,196, net of income tax benefit of $0, related to deferred
financing fees incurred on debt retired before maturity with proceeds from
Group's initial public offering.

7. NON-CASH COMPENSATION EXPENSE

     In connection with the initial public offering, Group amended the terms of
the performance stock options held by members of management that eliminated the
exercisability restrictions and variable exercise price terms. The amended
performance options have a fixed exercise price of $9.00 per share and are
immediately exercisable. As a result of these amendments, the Company recorded a
one-time, non-cash compensation expense charge of approximately $33,635 during
the three months ended March 31, 2000.

     Also in connection with the initial public offering, Group converted each
6 2/3 shares of class A common stock and class A series II common stock into one
share of common stock. This conversion eliminated the variable terms of the
class A common stock and class A series II common stock and resulted in a
one-time, non-cash compensation expense charge of approximately $62,945 recorded
during the three months ended March 31, 2000. This charge reflects the
difference between the cost of the class A common stock and the class A series
II common stock and the value of the common stock into which it was convertible
at March 23, 2000.

     Additionally, in connection with the initial public offering, the Company
terminated the monitoring and oversight agreement and financial advisory
agreement with an affiliate of Hicks, Muse, Tate & Furst Incorporated ("HMTF")
("HM&Co."). As consideration for HM&Co.'s willingness to agree to such
termination, Group granted to HMTF and partners of HMTF options to purchase an
aggregate 2,134,000 shares of Group's common stock at an exercise price equal to
$21.00 per share. The option grant resulted in a net one-time, non-cash
compensation expense charge of approximately $7,771 recorded during the three
months ended March 31, 2000.

8. BUSINESS SEGMENT INFORMATION

     The Company operates in one product business segment--a worldwide
independent provider of electronics manufacturing services, which are sold
throughout many diverse markets.


                                       9

<PAGE>   11




     The Company's operations are located worldwide and are analyzed by three
geographical segments. Segment data includes intersegment revenues.

    Pertinent financial data by major geographic segments is as follows:

<TABLE>
<CAPTION>
                                                                                                    Operating
NORTH AMERICA:                                                                      Net Sales     Income/(Loss)
                                                                                   -----------    ------------
<S>                                                                                <C>            <C>
   Three months ended March 31, 2000 ...........................................   $   207,497    $   (94,101)
   Three months ended March 31, 2001 ...........................................       216,965        (17,435)

EUROPE:
   Three months ended March 31, 2000 ...........................................   $   129,759    $    (9,297)
   Three months ended March 31, 2001 ...........................................       101,761         11,556

ASIA:
   Three months ended March 31, 2000 ...........................................   $    51,531    $     5,425
   Three months ended March 31, 2001 ...........................................        73,964         10,385

ELIMINATIONS:
   Three months ended March 31, 2000 ...........................................   $    (4,203)   $        --
   Three months ended March 31, 2001 ...........................................        (3,499)            --

TOTAL:
   Three months ended March 31, 2000 ...........................................   $   384,584    $   (97,973)
   Three months ended March 31, 2001 ...........................................       389,191          4,506
</TABLE>

9. EARNINGS PER SHARE

     Basic earnings per common share amounts are computed using the weighted
average number of common shares outstanding during the period. Basic earnings
per weighted average common share are computed as follows:

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                     March 31,
                                                                         --------------------------------
                                                                              2000              2001
                                                                         --------------    --------------
<S>                                                                      <C>               <C>
Loss before extraordinary item .......................................   $     (130,709)   $      (18,736)
Plus paid-in-kind dividends and accretion on preferred stock .........           (1,148)           (1,309)
                                                                         --------------    --------------
Loss before extraordinary item .......................................   $     (131,857)   $      (20,045)
                                                                         ==============    ==============

Basic weighted average common shares outstanding .....................       82,768,940       139,845,493
                                                                         ==============    ==============
Basic loss per weighted average common share before
    extraordinary item ...............................................   $        (1.59)   $        (0.14)
                                                                         --------------    ==============
Basic net loss per weighted average common share .....................   $        (1.97)   $        (0.14)
                                                                         ==============    ==============
</TABLE>


                                       10
<PAGE>   12


     Diluted earnings per weighted average common share are computed as follows:


<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                    March 31,
                                                                         ------------------------------
                                                                             2000              2001
                                                                         -------------    -------------
<S>                                                                      <C>              <C>
Loss before extraordinary item .......................................   $    (130,709)   $     (18,736)
Plus paid-in-kind dividends and accretion on preferred stock .........          (1,148)          (1,309)
                                                                         -------------    -------------
Loss before extraordinary item .......................................   $    (131,857)   $     (20,045)
                                                                         =============    =============

Basic weighted average common shares outstanding .....................      82,768,940      139,845,493
Diluted effect of common shares issued in Top Line acquisition .......              --        1,081,901
                                                                         -------------    -------------
Diluted weighted average common shares outstanding ...................      82,768,940      140,927,394
                                                                         =============    =============
Diluted loss per weighted average common share before
   extraordinary item ................................................   $       (1.59)   $       (0.14)
                                                                         -------------    =============
Diluted net loss per weighted average common share ...................   $       (1.97)   $       (0.14)
                                                                         =============    =============
</TABLE>

     As a result of losses incurred for the three months ended March 31, 2000
and 2001, the following potentially dilutive securities were not included in
diluted earnings per share because their inclusion would be anti-dilutive:

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                    March 31,
                                                                         ------------------------------
                                                                              2000             2001
                                                                         -------------    -------------
<S>                                                                      <C>              <C>
Stock options.........................................................       4,828,662          704,314
Stock warrants........................................................         136,645               --
</TABLE>

10. SUBSEQUENT EVENTS

     On April 24, 2001, the Company announced its intention to close the
Richmond, Virginia, and San German, Puerto Rico, PCB fabrication plants. The
Company anticipates that a restructuring charge of between $25,000 and $30,000
will be recorded during the second quarter to reflect cash costs associated with
plant closings and workforce reductions. In addition, the Company anticipates
that there will be between $75,000 and $100,000 of non-cash charges related to
inventory, fixed asset and intangible write-downs.

     Subsequent to March 31, 2001, the Company executed a first amendment to the
Credit Agreement (the "Amended Credit Agreement"). Among other provisions, the
Amended Credit Agreement increases the interest margin charged on borrowed funds
and amends financial condition covenants.




                                       11
<PAGE>   13

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

     The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and the notes thereto included in
this Form 10-Q.

     We have made forward-looking statements in this Form 10-Q that are based on
our management's beliefs and assumptions and on information currently available
to our management. Forward-looking statements include the information concerning
our possible or assumed future results of operations, business strategies,
financing plans, competitive position, potential growth opportunities, and the
effects of competition. Forward-looking statements include all statements that
are not historical facts and can be identified by the use of forward-looking
terminology such as the words "believes," "expects," "anticipates," "intends,"
"plans," "estimates," or other similar expressions.

    Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these
forward-looking statements. You should not put undue reliance on any
forward-looking statements. We do not have any intention or obligation to update
forward-looking statements after we file this Form 10-Q.

     You should understand that many important factors could cause our results
to differ materially from those expressed in forward-looking statements. These
factors include, but are not limited to, fluctuations in our operating results
and customer orders, unexpected decreases in demand or increases in our
inventory levels, our competitive environment, our reliance on our largest
customers, risks associated with our international operations, our ability to
protect our patents and trade secrets, environmental laws and regulations, our
relationship with unionized employees, risks associated with our acquisition
strategy, our substantial indebtedness, control by our largest stockholders and
other factors.

GENERAL

     We are a leading worldwide independent provider of electronics
manufacturing services, or EMS, to original equipment manufacturers. We serve
primarily the telecommunications and networking industries, which we believe to
be the fastest-growing customer segments of the EMS market. We offer a wide
range of products and services to original equipment manufacturers of electronic
products. Our products and services consist of the following:

     o    the design and fabrication of printed circuit boards, in particular
          highly complex multi-layered printed circuit boards;

     o    the manufacture of complex printed circuit board assemblies;

     o    the manufacture of custom-designed backpanel assemblies;

     o    the design and manufacture of wire harnesses and custom cable
          assemblies;

     o    the design and manufacture of custom enclosures;

     o    the design and manufacture of power supply systems for
          telecommunications systems;

     o    the design and manufacture of thermal management systems used in
          custom enclosures;

     o    the procurement and management of materials; and


                                       12
<PAGE>   14


     o    the assembly and testing of our customers' complete systems and
          products.

RECENT EVENTS

     On April 24, 2001, we announced our intention to close the Richmond,
Virginia, and San German, Puerto Rico, PCB fabrication plants. We anticipate
that a restructuring charge of between $25 and $30 million will be recorded
during the second quarter to reflect cash costs associated with plant closings
and workforce reductions. In addition, we expect that there will be between $75
and $100 million of non-cash charges related to inventory, fixed asset and
intangible write-downs.

     Subsequent to March 31, 2001, we executed a first amendment to our credit
agreement. Among other provisions, the amended credit agreement increases the
interest margin charged on borrowed funds and amends financial condition
covenants.


RESULTS OF OPERATIONS

Three Months Ended March 31, 2001, Compared to Three Months Ended March 31, 2000

     Net sales for the three months ended March 31, 2001, were $389.2 million,
representing a $4.6 million, or 1.2% increase from the same period in 2000. The
increase was primarily a result of volume growth in Asia and acquisitions
completed in 2000. These increases were partially offset by a reduction in sales
as a result of the distribution of the operations formerly conducted by Forward,
ISL, Zincocelere and Viasystems Sweden in March 2000 and weakness in overall
demand.

     Cost of goods sold for the three months ended March 31, 2001, was $310.4
million, or 79.8% of sales compared to $303.3 million, or 78.9% of sales for the
three months ended March 31, 2000. Cost of goods sold as a percent of net sales
increased as a result of a higher percentage of EMS sales in 2001, which
generally have lower margins than printed circuit board sales, and lower
absorption of our fixed overhead cost in our North America printed circuit board
facilities.

     Selling, general and administrative expenses for the three months ended
March 31, 2001, of $28.5 million decreased by $5.8 million versus the comparable
period in 2000 (excluding one-time, non-cash charges of $104.4 million in 2000,
as described below). These costs decreased primarily due to cost reduction
activities and a reduction in expenses as a result of the distribution of the
operations formerly conducted by Forward, ISL, Zincocelere and Viasystems Sweden
in March 2000, partially offset by increases in general and administrative
expenses related to the acquisitions completed in 2000.

     In connection with our initial public offering in March 2000, we amended
the terms of the performance stock options held by members of management that
eliminated the exercisability restrictions and variable exercise price terms.
The amended performance options have a fixed exercise price of $9.00 per share
and are immediately exercisable. As a result of these amendments, we recorded a
one-time, non-cash compensation expense charge of approximately $33.6 million
during the three months ended March 31, 2000.

     Also in connection with our initial public offering in March 2000, we
converted each 6 2/3 shares of class A common stock and class A series II common
stock into one share of common stock. This conversion eliminated the variable
terms of the class A common stock and class A series II common stock and
resulted in a one-time, non-cash compensation expense charge of approximately
$63.0 million recorded during the three months ended



                                       13
<PAGE>   15

March 31, 2000. This charge reflects the difference between the cost of the
class A common stock and the class A series II common stock and the value of the
common stock into which it was convertible at March 23, 2000.

     Additionally, in connection with our initial public offering in March 2000,
we terminated the monitoring and oversight agreement and financial advisory
agreement with an affiliate of HMTF. As consideration for the affiliate's
willingness to agree to such termination, we granted to HMTF and partners of
HMTF options to purchase an aggregate 2,134,000 shares of our common stock at an
exercise price equal to $21.00 per share. The option grant resulted in a net
one-time, non-cash compensation expense charge of approximately $7.8 million
recorded during the three months ended March 31, 2000.

     During the quarter ended March 31, 2001, we recorded a $12.0 million
restructuring charge, primarily related to employee severance costs. Management
restructured the business in response to slowing demand, primarily from certain
customers in the telecom and networking markets. The restructuring plan was
primarily implemented to reduce the cost structure of certain production
facilities serving the North American market. We expect these changes to have a
timely impact on cost of goods sold without hampering our ability to respond to
demand from our strategic customers when market conditions improve. The
restructuring plan encompasses management, staff or hourly employees primarily
at our operations in Richmond, Virginia and San German, Puerto Rico. The plan
also includes employees at our sites in Kirkland, Quebec; Pointe-Claire, Quebec;
Granby, Quebec; Milwaukee, Wisconsin; San Jose, California; Orange County,
California; Portland, Oregon; Juarez, Mexico; Chihuahua, Mexico; Boldon, England
and Ballynahinch, Northern Ireland. During the first quarter of 2001,
approximately $9.1 of severance payments and other employee-related costs were
made and the majority of the remaining $2.9 million restructuring accrual will
be paid during the second quarter of 2001. All payments related to the
restructuring charge are expected to be made by March 31, 2002. We did not
revise this restructuring plan or estimates of its associated costs; however, in
April 2001, a second restructuring plan was announced (see Recent Events within
Management's Discussion and Analysis of Results of Operations and Financial
Condition).

     Depreciation and amortization decreased $7 million, from $40.7 million for
the quarter ended March 31, 2000, to $33.7 million for the same period of 2001,
primarily due to a reduction in expenses as a result of the distribution of the
operations formerly conducted by Forward, ISL, Zincocelere and Viasystems Sweden
in March 2000, partially offset by the impact to depreciation of acquired fixed
assets and to amortization of acquired intangibles from the acquisitions
completed in 2000.

     Other expense decreased $17.0 million, from $40.2 million for the quarter
ended March 31, 2000, to $23.2 million for the same period of 2001, primarily
due to reduced interest expense and amortization of deferred financing costs
related to the recapitalization in connection with our initial public offering
completed in March 2000.

     During the quarter ended March 31, 2000, we recorded, as an extraordinary
item, a one-time, non-cash write-off of deferred financing fees of approximately
$31.2 million, net of $0 income tax benefit, related to deferred financing fees
incurred on debt under the old credit agreement, which was retired before
maturity with proceeds from our initial public offering.

LIQUIDITY AND CAPITAL RESOURCES

     Our principal liquidity requirements will be for debt service requirements,
working capital needs, cash expenditures associated with the planned
restructurings and capital expenditures. In addition, the potential for
acquisitions of other businesses by us in the future likely may require
additional debt and/or equity financing.



                                       14
<PAGE>   16


     Net cash provided by operating activities was $8.9 million for the three
months ended March 31, 2001, compared to net cash used in operating activities
of $24.5 million for the same period in 2000. The increase in net cash provided
by operating activities relates primarily to timing of receipts from certain
customers, inventory management and payments to vendors.

     Net cash used in investing activities was $33.4 million for the three
months ended March 31, 2001, compared to $355.3 million for the three months
ended March 31, 2000. The net cash used in investing activities for the first
three months of 2001 was entirely related to capital expenditures. In the first
three months of 2000, net cash used in investing activities included $321.2
million related to the Wire Harness and the NC&S acquisitions with the remainder
related to capital expenditures.

     On January 2, 2001, the holder of an aggregate of $285.3 million in
promissory notes (the "Chips Loan Notes") redeemed all the Chips Loan Notes.
Viasystems paid this obligation plus the accrued quarterly interest owed by
drawing on a $150 million letter of credit and borrowing $139.3 million on the
Tranche A Chips Loan available under our credit facility.

     At March 31, 2001, we had approximately $61.8 million of available
borrowing capacity under the revolving loan facility of our credit agreement.

     Subsequent to March 31, 2001, we executed a first amendment to the credit
agreement. Among other provisions, the amended credit agreement increases the
interest margin charged on borrowed funds and amends financial condition
covenants.

CONVERSION TO THE EURO

     On January 1, 1999, eleven participating countries of the European Union
converted to the Euro as their common national currency. The previous national
currencies of these countries will still be accepted as legal tender until at
least January 1, 2002. We do not expect the conversion to the Euro to have a
material effect on our results of operations, financial condition or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

     At March 31, 2001, approximately $544.7 million of the Company's debt,
primarily borrowings outstanding under the Credit Agreement, bears interest at
variable rates. Accordingly, the Company's earnings and cash flow are affected
by changes in interest rates. Assuming the current level of borrowings at
variable rates and assuming a two-percentage point change in the average
interest rate under these borrowings, it is estimated that the Company's
interest expense for the three months ended March 31, 2001, would have increased
by approximately $2.8 million. In the event of an adverse change in interest
rates, management would likely take actions that would mitigate the Company's
exposure to interest rate risk; however, due to the uncertainty of the actions
that would be taken and their possible effects, this analysis assumes no such
action. Further, this analysis does not consider the effects of the change in
the level of overall economic activity that could exist in such an environment.



                                       15
<PAGE>   17


FOREIGN CURRENCY RISK

    We conduct our business in various regions of the world, and export and
import products to and from several countries. Our operations may, therefore, be
subject to volatility because of currency fluctuations, inflation and changes in
political and economic conditions in these countries. Sales and expenses are
frequently denominated in local currencies, and results of operations may be
affected adversely as currency fluctuations affect our product prices and
operating costs or those of our competitors. From time to time, we engage in
hedging operations, such as forward exchange contracts, to reduce our exposure
to foreign currency fluctuations. We do not engage in hedging transactions for
speculative investment reasons. Our hedging operations historically have not
been material and gains or losses from these operations have not been
significant. There can be no assurance that our hedging operations will
eliminate or substantially reduce risks associated with fluctuating currencies.



                                       16
<PAGE>   18



PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               3.1  Amended and Restated Certificate of Incorporation of
                    Viasystems Group, Inc. (incorporated by reference to exhibit
                    3.1 to the Form 10-Q of the Company filed on May 10, 2000).

               3.2  Amended and Restated Bylaws of Viasystems Group, Inc.
                    (incorporated by reference to exhibit 3.2 to the Form 10-Q
                    of the Company filed on May 10, 2000).

               4.6  First Amendment, dated April 23, 2001, to the Credit
                    Agreement, as of March 29, 2000, among Viasystems Group,
                    Inc., as Guarantor, Viasystems, Inc., as U.S. Borrower,
                    Viasystems Canada, Inc. and Print Service Holding N.V., as
                    Foreign Subsidiary Borrowers, The Several Banks and other
                    Financial Institutions parties thereto, The Chase Manhattan
                    Bank of Canada, as Canadian Administrative Agent, Chase
                    Manhattan Bank International Limited, as Multicurrency
                    Administrative Agent, and The Chase Manhattan Bank, as
                    Administrative Agent, Bank of America, N.A. as Syndication
                    Agent, Bankers Trust Company, as Syndication Agent, and
                    Chase Securities Inc., as Sole Book Manager and Sole Lead
                    Arranger.*

          (b)  Reports on Form 8-K Filed March 30, 2001, Reporting Item 5. We
               announced the appointment of a new Board member, the Rt.
               Honorable Brian Mulroney.



----------

* Filed Herewith.




                                       17
<PAGE>   19



                                   SIGNATURES




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


                                      VIASYSTEMS GROUP, INC.

Dated:  May 3, 2001                   By:
                                                 /s/ David M. Sindelar
                                             ----------------------------------
                                      Name:  David M. Sindelar
                                      Title: Senior Vice President and
                                             Chief Financial Officer


                                      By:
                                                 /s/ Joseph S. Catanzaro
                                             ----------------------------------
                                      Name:  Joseph S. Catanzaro
                                      Title: Senior Vice President - Finance and
                                             Chief Accounting Officer


                                       18
<PAGE>   20
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
<S>            <C>
  3.1          Amended and Restated Certificate of Incorporation of Viasystems
               Group, Inc. (incorporated by reference to exhibit 3.1 to the Form
               10-Q of the Company filed on May 10, 2000).

  3.2          Amended and Restated Bylaws of Viasystems Group, Inc.
               (incorporated by reference to exhibit 3.2 to the Form 10-Q of the
               Company filed on May 10, 2000).

  4.6          First Amendment, dated April 23, 2001, to the Credit Agreement,
               dated as of March 29, 2000, among Viasystems Group, Inc., as
               Guarantor, Viasystems, Inc., as U.S. Borrower, Viasystems Canada,
               Inc. and Print Service Holding N.V., as Foreign Subsidiary
               Borrowers, The Several Banks and other Financial Institutions
               parties thereto, The Chase Manhattan Bank of Canada, as Canadian
               Administrative Agent, Chase Manhattan Bank International Limited,
               as Multicurrency Administrative Agent, and The Chase Manhattan
               Bank, as Administrative Agent, Bank of America, N.A. as
               Syndication Agent, Bankers Trust Company, as Syndication Agent,
               and Chase Securities Inc., as Sole Book Manager and Sole Lead
               Arranger.*
</TABLE>

----------

* Filed Herewith.