<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001      Commission File No. 333-27341

                           TELEX COMMUNICATIONS, INC.
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                  38-1853300
             --------                                  ----------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

            12000 PORTLAND AVENUE SOUTH, BURNSVILLE, MINNESOTA 55337
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       Registrant's telephone number, including area code: (952) 884-4051

                                 --------------

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
                                                       -------    -------

AS OF MARCH 31, 2001 THERE WERE 110 SHARES OF TELEX COMMUNICATIONS, INC., $0.01
PAR VALUE, OUTSTANDING.


                        THIS DOCUMENT CONTAINS 20 PAGES.



<PAGE>   2



<TABLE>
<CAPTION>
                         PART I. --- FINANCIAL INFORMATION


Item 1.  Financial Statements                                                                     Page(s)
<S>                                                                                             <C>
Included herein is the following unaudited financial information:
Condensed Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000                  3
Condensed Consolidated Statements of Operations for the three month periods ended
March 31, 2001 and 2000                                                                           4
Condensed Consolidated Statements of Cash Flows for the three month periods ended
March 31, 2001 and 2000                                                                           5
Notes to Consolidated Financial Statements                                                        6-10
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations    11-16
Item 3.  Quantitative and Qualitative Disclosures About Market Risk                               17

<CAPTION>
                         PART II. --- OTHER INFORMATION
                                                                                                  Page
<S>                                                                                             <C>
Item 2.  Changes in Securities and Use of Proceeds                                                18
Item 6.  Exhibits and Reports on Form 8-K                                                         18
Signatures                                                                                        19
</TABLE>





                                        2
<PAGE>   3


PART I.           FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS



                           TELEX COMMUNICATIONS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              March 31,   December 31,
                                                                2001          2000
                                                             ----------   ------------

                                     ASSETS
Current assets:
<S>                                                          <C>          <C>
      Cash and cash equivalents                               $   3,370    $   2,701
      Accounts receivable, net                                   49,167       46,522
      Inventories                                                56,764       59,857
      Other current assets                                        5,563        7,686
                                                              ---------    ---------
           Total current assets                                 114,864      116,766

Property, plant and equipment, net                               39,766       40,870
Deferred financing costs, net                                     7,792        8,438
Intangible and other assets, net                                 57,046       57,656
                                                              ---------    ---------
                                                              $ 219,468    $ 223,730
                                                              =========    =========


                      LIABILITIES AND SHAREHOLDER'S DEFICIT
Current liabilities:
      Revolving lines of credit                               $  27,633    $  27,539
      Current maturities of long-term debt                       31,502       33,476
      Accounts payable                                           16,445       13,100
      Accrued wages and benefits                                  8,912        7,323
      Accrued interest                                           11,758        5,769
      Other accrued liabilities                                  11,696       12,686
      Income taxes payable                                        9,477        9,425
                                                              ---------    ---------
           Total current liabilities                            117,423      109,318

Long-term debt                                                  278,386      279,186
Other long-term liabilities                                      10,810       10,655
                                                              ---------    ---------
           Total liabilities                                    406,619      399,159
                                                              ---------    ---------

Shareholder's deficit:
      Common stock and capital in excess of par                   3,147        3,147
      Accumulated other comprehensive loss                       (8,476)      (6,508)
      Accumulated deficit                                      (181,822)    (172,068)
                                                              ---------    ---------
           Total shareholder's deficit                         (187,151)    (175,429)
                                                              ---------    ---------
                                                              $ 219,468    $ 223,730
                                                              =========    =========
</TABLE>

       The accompanying notes are an integral part of these consolidated
                              financial statements.






                                       3
<PAGE>   4
                           TELEX COMMUNICATIONS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                          QUARTER ENDED
                                                      ---------------------
                                                      MARCH 31,   MARCH 31,
                                                        2001        2000
                                                      --------    --------
<S>                                                   <C>         <C>
Net sales                                             $ 72,317    $ 83,299
Cost of sales                                           45,192      51,204
                                                      --------    --------
                  Gross profit                          27,125      32,095
                                                      --------    --------
Operating expenses:
     Engineering                                         3,508       3,473
     Selling, general and administrative                22,720      20,603
     Corporate charges                                     429         429
     Amortization of goodwill and other intangibles        507         515
                                                      --------    --------
                                                        27,164      25,020
                                                      --------    --------

                  Operating profit (loss)                  (39)      7,075

Interest expense, net                                    9,408       9,511
Other income                                              (210)     (7,311)
                                                      --------    --------

Income (loss) before taxes                              (9,237)      4,875
Provision for income taxes                                 517         899
                                                      --------    --------

                  Net income (loss)                   $ (9,754)   $  3,976
                                                      ========    ========
</TABLE>


       The accompanying notes are an integral part of these consolidated
                             financial statements.






                                       4
<PAGE>   5

                           TELEX COMMUNICATIONS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                      QUARTER ENDED
                                                                                  ---------------------
                                                                                  MARCH 31,   MARCH 31,
                                                                                    2001        2000
                                                                                  --------    --------
OPERATING ACTIVITIES:
<S>                                                                               <C>         <C>
      Net income (loss)                                                           $ (9,754)   $  3,976
      Adjustments to reconcile net income (loss) to cash flows from operations:
           Depreciation and amortization                                             4,653       3,395
           Gain on sale of facilities, product lines and intangible assets               -        (973)
           Change in operating assets and liabilities                               10,250      (6,884)
           Change in long-term liabilities                                             125         920
           Other, net                                                                  317         115
                                                                                  --------    --------
      Net cash provided by operating activities                                      5,591         549
                                                                                  --------    --------

INVESTING ACTIVITIES:
      Additions to property, plant and equipment                                    (2,441)     (2,462)
      Other                                                                             55           -
                                                                                  --------    --------
      Net cash used in investing activities                                         (2,386)     (2,462)
                                                                                  --------    --------

FINANCING ACTIVITIES:
      Borrowings under revolving lines of credit, net                                  355       2,598
      Repayment of long-term debt                                                   (2,802)     (2,120)
      Borrowings of long-term debt                                                      28         939
                                                                                  --------    --------
      Net cash (used in) provided by financing activities                           (2,419)      1,417
                                                                                  --------    --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS:                         (117)        (94)
                                                                                  --------    --------

CASH AND CASH EQUIVALENTS:
      Net increase (decrease)                                                          669        (590)
      Beginning of period                                                            2,701       3,239
                                                                                  --------    --------
      End of period                                                               $  3,370    $  2,649
                                                                                  ========    ========

SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
      Interest                                                                    $  2,816    $  8,514
                                                                                  ========    ========
      Income taxes (refunds), net                                                 $    152    $    (25)
                                                                                  ========    ========
</TABLE>


       The accompanying notes are an integral part of these consolidated
                              financial statements.





                                       5
<PAGE>   6


                           TELEX COMMUNICATIONS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.   Telex Communications, Inc. ("Telex" or the "Company"), a Delaware
     corporation, is a wholly owned subsidiary of Telex Communications Group,
     Inc. ("Holdings"), a Delaware corporation and the corporate parent of the
     Company. The condensed consolidated balance sheets as of March 31, 2001 and
     December 31, 2000, the condensed consolidated statements of operations for
     the three months ended March 31, 2001 and 2000, and the condensed
     consolidated statements of cash flows for the three months ended March 31,
     2001 and 2000 have been prepared by the Company without being audited,
     pursuant to the rules and regulations of the Securities and Exchange
     Commission ("SEC"). In the opinion of management, these financial
     statements reflect all adjustments (which include normal recurring
     accruals) necessary to present fairly the financial position of Telex at
     March 31, 2001 and the results of its operations and cash flows for all
     periods presented. Certain information and footnote disclosures normally
     included in financial statements prepared in conformity with accounting
     principles generally accepted in the United States have been condensed or
     omitted. Therefore, these statements should be read in conjunction with the
     more detailed information, risk factors and financial statements, including
     the related notes, included in the Form 10-K for the fiscal year ended
     December 31, 2000 filed by Telex with the SEC on April 16, 2001 (the "Form
     10-K"). Unless otherwise defined herein, capitalized terms shall have the
     meaning set forth in the Form 10-K. The results of operations for interim
     periods are not necessarily indicative of results that will be realized for
     the full fiscal year.

2.   Inventories consist of the following, in thousands:

<TABLE>
<CAPTION>
                                              March 31,         December 31,
                                                2001               2000
                                                ----               ----

<S>                                           <C>                <C>
      Raw materials and parts                 $ 25,341           $ 27,488
      Work in process                            8,868             11,004
      Finished products                         22,555             21,365
                                              --------           --------
                                              $ 56,764           $ 59,857
                                              ========           ========
</TABLE>


3.   The Company recorded an income tax provision of $0.5 million and $0.9
     million on a pre-tax loss of $9.2 million and on pre-tax income of $4.9
     million for the three months ended March 31, 2001 and 2000, respectively.
     The income tax provision for the three months ended March 31, 2001 is
     comprised of a U.S. Federal income tax benefit of $3.9 million, offset by a
     tax valuation allowance adjustment of $3.9 million, and an income tax
     provision of $0.5 million attributed to income of certain foreign
     subsidiaries.

     The Company has a deferred tax asset of $40.5 million offset, due to the
     uncertainty of the realization of future tax benefits, by a tax valuation
     allowance of $40.5 million at March 31, 2001. The realization of the future
     tax benefits related to the deferred tax asset is dependent on many
     factors, including the Company's ability to generate taxable income within
     the net operating loss carryforward period. Management has considered these
     factors in reaching its conclusion as to the adequacy of the valuation
     allowance for financial




                                       6
<PAGE>   7

     reporting purposes.

4.   Effective April 1, 1998, the Company adopted SFAS No. 130, "Reporting
     Comprehensive Income." This statement established standards for reporting
     and display of comprehensive income and its components. Comprehensive
     income reflects the change in equity of a business enterprise during a
     period from transactions and other events and circumstances from non-owner
     sources. For the Company, comprehensive net loss represents net loss
     adjusted for foreign currency translation adjustments. Comprehensive net
     loss was $11.7 million for the quarter ended March 31, 2001. Comprehensive
     net income was $2.8 million for the quarter ended March 31, 2000.

5.   Segment Information:

     The Company has two business segments: Professional Sound and Entertainment
     and Multimedia/Audio Communications.

     Professional Sound and Entertainment
     Professional Sound and Entertainment consists of five lines of business
     within the overall professional audio market, including: (i) permanently
     installed sound systems; (ii) sound products used by musicians and sold
     principally through retail channels; (iii) sound products used in
     professional concerts, recording projects and radio and television
     broadcast; (iv) advanced digital matrix intercoms used by broadcasters,
     including all major television networks, to control production
     communications and intercoms, headsets and wireless communications systems
     used by professional, college and high school football teams and stadiums
     and other professional and high school sports teams; and (v) wired and
     wireless microphones used in education, sports, broadcast, music and
     religious markets.

     Multimedia/Audio Communications
     Multimedia/Audio Communications segment targets eight principal product
     markets, including: (i) microphones, headphones and headsets to the
     computer industry; (ii) cassette duplicators and copiers to copy the spoken
     word and serving two principal markets: religious and training
     programs/seminars; (iii) aviation communications headsets, intercoms and
     microphones to major commercial and commuter airlines and pilots and to
     airframe manufacturers and private pilots; (iv) wireless local area
     networks and satellite-based mobile phone antennas systems, supplying
     mobile phone manufacturers, corporations, retailers, warehouses and
     distribution centers; (v) Talking Book Players, a unique cassette player
     for the blind and physically handicapped; (vi) wireless communications
     products such as headsets, microphones, antennas and rotors for two primary
     markets: public safety and law enforcement groups and commercial truck
     drivers; (vii) hearing aids, products that are segmented by ear positioning
     and signal processing circuitry; and (viii) wireless assistive listening
     systems, products such as auditory trainers and personal assistive
     listening devices for the hearing impaired focusing on the education market
     where many schools use the Company's products.




                                       7
<PAGE>   8


     The following tables provide information by business segment (in
thousands):


<TABLE>
<CAPTION>
                                Professional      Multimedia/
                                 Sound and           Audio
                               Entertainment     Communications      Corporate       Consolidated
                               -------------     ---------------     ----------     ------------
<S>                            <C>               <C>                 <C>            <C>
Net sales
         2001                    $  46,379            $ 25,938       $      -        $  72,317
         2000                       52,252              31,047              -           83,299


Operating profit (loss)
         2001                    $      33            $  3,181       $ (3,253)       $     (39)
         2000                        4,470               4,303         (1,698)           7,075


Depreciation expense
         2001                    $   1,942            $    372       $  1,219        $   3,533
         2000                        1,349                 217            830            2,396


Capital expenditures
         2001                    $   1,805            $    183       $    453        $   2,441
         2000                        1,671                 298            493            2,462


Total assets
         2001                    $ 100,562            $ 41,952       $ 76,954        $ 219,468
         2000                      104,366              36,567         82,797          223,730
</TABLE>




Corporate operating expenses include unallocated corporate engineering, selling,
general and administrative costs, corporate charges and amortization of goodwill
and other intangibles. Corporate identifiable assets relate principally to the
Company's investment in information systems and corporate facilities, as well as
costs in excess of net assets acquired included in intangible assets and
deferred financing costs.

The Company's net sales into each of its principal geographic regions were as
follows (in thousands):

<TABLE>
<CAPTION>
                                             2001                 2000
--------------------------------------------------        -------------
<S>                                      <C>              <C>
United States                            $ 42,798             $ 48,624
Germany                                     5,774                6,795
Japan                                       3,728                4,735
United Kingdom                              2,965                2,083
Other foreign countries                    17,052               21,062
                                        ----------        -------------
                                         $ 72,317             $ 83,299
                                        ==========        =============
</TABLE>


It is not practical for the Company to disclose revenue by product or service
grouping for financial reporting purposes as the Company's systems do not
reliably compile this information.

Long-lived assets of the Company's U.S. and International operations were as
follows (in thousands):

<TABLE>
<CAPTION>
                            March 31, 2001       December 31, 2000
                            ---------------      ------------------

<S>                         <C>                  <C>
United States                    $  95,579               $  97,590
International                        9,025                   9,374
                            ---------------      ------------------
Consolidated                     $ 104,604               $ 106,964
                            ===============      ==================
</TABLE>





                                       8
<PAGE>   9


6.   During the quarter ended June 30, 2000, the Company recorded pre-tax
     restructuring charges of $9.7 million (reduced by $0.9 million in the
     quarter ended December 31, 2000) attributable to the consolidation of
     certain of its United States manufacturing, engineering, distribution,
     marketing, service and administrative operations to reduce costs, to better
     utilize available manufacturing and operating capacity and to enhance
     competitiveness. The consolidation will result in a reduction of
     approximately 500 employees, primarily in manufacturing and distribution,
     with 490 employees terminated as of March 31, 2001. As of December 31,
     2000, there was a reserve balance of $1.8 million associated with this
     restructuring. The following table summarizes the activity associated with
     this restructuring charge for the three months ended March 31, 2001, in
     thousands:


<TABLE>
<CAPTION>
                                        Balance at                         Balance at
                                     January 1, 2001    Cash Payments    March 31, 2001
                                     ---------------    -------------    --------------
<S>                                  <C>                <C>              <C>
      Severance costs                    $ 1,425           $ 1,082             $ 343
      Other restructuring costs              395                 -               395
                                         --------          --------            ------
                                         $ 1,820           $ 1,082             $ 738
                                         ========          ========            ======
</TABLE>


7.   Subsequent Events

     On April 11, 2001, the Company issued additional indebtedness ("New
     Indebtedness") in the principal amount of $20.0 million (of which $9.8
     million was purchased by TCI Investments LLC, a related party) to increase
     its liquidity. The net proceeds to the Company, after payment of commitment
     fees, were $18.8 million. The Company used the proceeds from the New
     Indebtedness to pay interest of $5.5 million that was due on March 15, 2001
     for the EVI Notes, to pay interest of $6.6 million due on May 1, 2001 for
     the Telex Notes and intends to use the remaining proceeds for general
     corporate and operating expenses. The New Indebtedness is junior to the
     Senior Secured Credit Facility but senior to the EVI and Telex Notes and
     bears an interest rate of 18% per annum, increasing by 75 basis points each
     quarter until the applicable interest rate is 25%. Interest compounds
     quarterly and is payable at maturity on April 11, 2004. On April 11, 2001,
     the Company amended the indentures governing the EVI and Telex Notes to
     permit issuance of the New Indebtedness. On April 11, 2001, the Company
     received consent from the lenders under its Senior Secured Credit Facility
     to (i) waive certain technical defaults with respect to the four
     consecutive quarters ended December 31, 2000 or as of such date, (ii)
     reduce the minimum consolidated EBITDA requirements and eliminate the
     covenants pertaining to maintenance of consolidated fixed charge and
     leverage ratios for all future periods, and (iii) consent to the issuance
     of New Indebtedness. The Senior Secured Credit Facility lenders required,
     as a condition to giving such waivers and consent, that the then-maturity
     date for the existing Senior Secured Credit Facility be shortened to
     October 31, 2002, that the Company prepay the Term Loan Facility in the
     aggregate amount of $20 million on or before December 31, 2001 and that the
     Company issue the New Indebtedness in a principal amount of not less than
     $15 million but not more than $20 million, on or before April 13, 2001.

     The Company has incurred substantial indebtedness in connection with a
     series of leveraged transactions. As a result, debt service obligations
     represent significant liquidity requirements for the Company. The ability
     of the Company to pay $29.0 million on the Term Loan Facility by December
     31, 2001 and generate sufficient cash to meet its 2001 liquidity needs will




                                       9
<PAGE>   10

     depend upon the sale of certain businesses and assets of the Company and
     improvements in its operations. The Company intends to improve operations
     and liquidate certain assets in 2001, in part to meet the liquidity needs
     of the debt service and to satisfy the requirements of the debt covenants.
     The Company's 2001 operating plan includes strategies to significantly
     improve operating results by reducing purchased material costs through more
     effective supply-chain management, increasing selling prices on selected
     products, managing other operating costs to planned levels, reducing
     inventory, improving accounts receivable collections, achieving additional
     cost efficiencies through consolidation of its manufacturing operations and
     introducing several new products. While the Company believes that the
     above-described planned cash flow enhancements from operations, the New
     Indebtedness, and the expected sale of businesses and assets will be
     adequate to meet its debt service requirements, capital expenditure needs
     and working capital requirements in 2001, no assurance can be given in this
     regard. Additionally, the Company's future performance and its ability to
     service its obligations will also be subject to future economic conditions
     and to financial, business and other factors, many of which are beyond the
     Company's control.

     In April 2001, the Company announced a plan to reduce its workforce by
     approximately 30 employees. The Company expects to complete this workforce
     reduction and recognize a related restructuring charge in the second
     quarter ended June 30, 2001.

     In April 2001, the Company announced plans to sell its Hearing Instruments
     product lines, which generated revenue of approximately $23.7 million in
     the year ended December 31, 2000, and certain related net assets. The
     Company has retained an investment banking firm to assist in this sale.




                                       10
<PAGE>   11

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

This Management's Discussion and Analysis of Financial Condition and Results of
Operations, as well as other sections of this report, contains forward-looking
statements, including, without limitation, statements relating to the Company's
plans, strategies, objectives and expectations, that are based on management's
current opinions, beliefs, or expectations as to future results or future events
and are made pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Any such forward-looking statements involve known
and unknown risks and uncertainties and the Company's actual results may differ
materially from those forward-looking statements. While made in good faith and
with a reasonable basis based on information currently available to the
Company's management, there is no assurance that such opinions or expectations
will be achieved or accomplished. The Company does not undertake to update,
revise or correct any of the forward-looking information contained in this
document. The following factors, in addition to those discussed elsewhere in
this report, are representative of those factors that could affect the future
results of the Company and could cause results to differ materially from those
expressed in such forward-looking statements: (i) the timely development and
market acceptance of new products; (ii) the financial resources of competitors
and the impact of competitive products and pricing; (iii) changes in general and
industry specific economic conditions on a national, regional or international
basis; (iv) changes in laws and regulations, including changes in accounting
standards; (v) the timing of the implementation of changes in the Company's
operations to effect cost savings; (vi) opportunities that may be presented to
and pursued by the Company; (vii) the Company's ability to access external
sources of capital; and (viii) such risks and uncertainties as are detailed from
time to time in the Company's reports and filings with the SEC.

OVERVIEW

The Company is a leader in the design, manufacture and marketing of
sophisticated audio, wireless and multimedia communications equipment to
commercial, professional and industrial customers. The Company provides high
value-added communications products designed to meet the specific needs of
customers in commercial, professional and industrial markets, and, to a lesser
extent, in the retail consumer electronic market. The Company offers a
comprehensive range of products worldwide for professional audio systems as well
as for multimedia and other communications product markets, including wired and
wireless microphones, wired and wireless intercom systems, mixing consoles,
signal processors, amplifiers, loudspeaker systems, headphones and headsets,
tape duplication products, Talking Book Players, wireless local area networks
and satellite-based mobile phone antennas, personal computer speech recognition
and speech dictation microphone systems, and hearing aids and wireless assistive
listening systems. Its products are used in airports, theaters, sports arenas,
concert halls, cinemas, stadiums, convention centers, television and radio
broadcast studios, houses of worship and other venues where music or speech is
amplified or transmitted, and by professional entertainers, television and radio
on-air talent, presenters, airline pilots and the hearing impaired in order to
facilitate speech or communications.

The Company has two business segments: Professional Sound and Entertainment and
Multimedia/Audio Communications. Professional Sound and Entertainment consists
of five lines of business within the overall professional audio market,
including: (i) permanently installed


                                       11
<PAGE>   12

sound systems; (ii) sound products used by musicians and sold principally
through retail channels; (iii) sound products used in professional concerts,
recording projects and radio and television broadcast; (iv) advanced digital
matrix intercoms used by broadcasters, including all major television networks,
to control production communications and intercoms, headsets and wireless
communications systems used by professional, college and high school football
teams and stadiums and other professional and high school sports teams; and (v)
wired and wireless microphones used in education, sports, broadcast, music and
religious markets. Multimedia/Audio Communications segment targets eight
principal product markets, including: (i) microphones, headphones and headsets
to the computer industry; (ii) cassette duplicators and copiers to copy the
spoken word and serving two principal markets: religious and training
programs/seminars; (iii) aviation communications headsets, intercoms and
microphones to major commercial and commuter airlines and pilots and to airframe
manufacturers and private pilots; (iv) wireless local area networks and
satellite-based mobile phone antennas systems, supplying mobile phone
manufacturers, corporations, retailers, warehouses and distribution centers; (v)
Talking Book Players, a unique cassette player for the blind and physically
handicapped; (vi) wireless communications products such as headsets,
microphones, antennas and rotors for two primary markets: public safety and law
enforcement groups and commercial truck drivers; (vii) hearing aids, products
that are segmented by ear positioning and signal processing circuitry; and
(viii) wireless assistive listening systems, products such as auditory trainers
and personal assistive listening devices for the hearing impaired focusing on
the education market where many schools use the Company's products.

The Company maintains assets and/or operations in a number of foreign
jurisdictions, the most significant of which are Germany, the United Kingdom,
Japan, Singapore, and Hong Kong. In addition, the Company conducts business in
local currency in many countries, the most significant of which are Germany, the
United Kingdom, Japan, Singapore, Hong Kong, Canada, Australia, and France.
Exposure to U.S. dollar/German mark and U.S. dollar/British pound exchange rate
volatility is mitigated to some extent by the Company's ability to source its
production needs with existing manufacturing capacity in Germany and the United
Kingdom, and the exposure to the U.S. dollar/Japanese yen exchange rate
volatility is to some extent mitigated by sourcing products denominated in yen
from Japan or through contractual provisions in sales agreements with certain
customers. Nevertheless, the Company has a direct and continuing exposure to
both positive and negative foreign currency movements.

The Company reports the foreign exchange gains or losses on transactions as part
of other (income) expense. Gains and losses on translation of foreign currency
denominated balance sheets are classified as currency translation adjustments
and are included in shareholder's deficit as a component of accumulated other
comprehensive loss.





                                       12
<PAGE>   13

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain items in the
Company's condensed consolidated statements of operations, in thousands:

<TABLE>
<CAPTION>
                                                                     Quarter ended
                                                  ----------------------------------------------------
                                                      March 31,        March 31,               %
                                                        2001             2000               Change
                                                  -----------------------------------    -------------
<S>                                               <C>                  <C>               <C>
Net sales:
     Professional Sound and Entertainment                 $ 46,379          $ 52,252           -11.2%
     Multimedia/Audio Communications                        25,938            31,047           -16.5%
                                                  -----------------------------------    -------------

     Total net sales                                        72,317            83,299           -13.2%
                                                  -----------------------------------    -------------
Gross profit:
     Professional Sound and Entertainment                   17,267            21,108
         % of sales                                          37.2%             40.4%
     Multimedia/Audio Communications                         9,858            10,987
         % of sales                                          38.0%             35.4%
                                                  -----------------------------------

     Total gross profit                                     27,125            32,095
         % of sales                                          37.5%             38.5%
                                                  -----------------------------------

Operating profit (loss)                                   $    (39)         $  7,075
                                                  ===================================

Net income (loss)                                         $ (9,754)         $  3,976
                                                  ===================================
</TABLE>




QUARTER ENDED MARCH 31, 2001 COMPARED TO QUARTER ENDED MARCH 31, 2000

Net sales. The Company's net sales decreased $11.0 million, or 13.2%, from $83.3
million in the quarter ended March 31, 2000 to $72.3 million in the quarter
ended March 31, 2001. Both the Professional Sound and Entertainment segment and
the Multimedia/Audio Communications segment were responsible for the decrease.
The decline is attributed to the slowdown in the economy which started in the
fourth quarter of 2000 and continued into the first quarter of 2001, the
stronger U.S. dollar against foreign currencies, which reduced translated sales
by approximately $1.9 million, and several discontinued products that added net
sales of $1.7 million in the year ago quarter. The Company's net sales,
excluding the impact of discontinued products and the stronger U.S. dollar,
decreased approximately 9% for the quarter ended March 31, 2001.

Net sales in the Company's Professional Sound and Entertainment segment
decreased $5.9 million, or 11.2%, from $52.3 million in the quarter ended March
31, 2000 to $46.4 million in the quarter ended March 31, 2001. The decline is
attributed primarily to the global slowdown of the economy in the first quarter
of 2001.

Net sales in the Company's Multimedia/Audio Communications segment decreased
$5.1 million, or 16.5%, from $31.0 million in the quarter ended March 31, 2000
to $25.9 million in the quarter ended March 31, 2001. Net sales, excluding sales
of discontinued products in both years, decreased approximately 11.9% for the
quarter ended March 31, 2001. The decline for the quarter is attributed
primarily to lower sales of products to the computer industry.



                                       13
<PAGE>   14

Gross profit. The Company's gross profit decreased $5.0 million, or 15.5%, from
$32.1 million in the quarter ended March 31, 2000 to $27.1 million in the
quarter ended March 31, 2001. As a percentage of sales, the gross margin rate
decreased to 37.5% for the quarter ended March 31, 2001 compared to 38.5% for
the quarter ended March 31, 2000. The decrease in the gross margin rate for the
quarter ended March 31, 2001 is attributed primarily to lower sales volume and
manufacturing inefficiencies attributed to the startup of a new manufacturing
plant and the shutdown of certain existing manufacturing facilities.

The gross margin rate for the Professional Sound and Entertainment segment
declined from 40.4% to 37.2% for the quarter ended March 31, 2001. The decline
is attributed primarily to continued manufacturing inefficiencies of a new
manufacturing facility and shutdown of certain existing manufacturing
facilities.

The gross margin rate for the Multimedia/Audio Communications segment increased
from 35.4% to 38.0% for the quarter ended March 31, 2001. The increase is
attributed primarily to increased sales of high-margin products.

Engineering. The Company's engineering expenses for the quarter ended March 31,
2001 remained flat at $3.5 million compared to the quarter ended March 31, 2000.

Selling, general and administrative. The Company's selling, general and
administrative expenses increased $2.1 million, or 10.3%, from $20.6 million in
the quarter ended March 31, 2000 to $22.7 million in the quarter ended March 31,
2001. The increase is attributed mainly to increased spending for advertising
and promotion, to rent associated with the new corporate headquarters and to
professional fees and other costs incurred in connection with the Company's debt
structure and amendments to existing debt agreements.

Corporate charges. Corporate charges of $0.4 million for the quarters ended
March 31, 2001 and 2000, respectively, represent fees for consulting and
management services provided by Greenwich Street Capital Partners, L.P. ("GSCP")
under a management and services agreement.

Other income. The Company's other income of $0.2 million for the quarter ended
March 31, 2001 is principally from one-time proceeds related to settlement of a
patent infringement claim. The Company's other income for the quarter ended
March 31, 2000 includes $6.5 million of royalty income attributed to the
restructuring of a license agreement to provide for a one-time, up-front fee in
lieu of future royalties and to $1.0 million for the sale of a trademark, offset
by $0.2 million of applicable expenses.

Interest expense. The Company's net interest expense decreased from $9.5 million
in the quarter ended March 31, 2000 to $9.4 million in the quarter ended March
31, 2001. The decrease in interest expense is attributable to lower interest
rates and lower average outstanding indebtedness associated with the Company's
Senior Secured Credit Facility.




                                       14
<PAGE>   15


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2001, the Company had cash and cash equivalents of $3.4 million
compared to $2.7 million at December 31, 2000. The Company's principal source of
funds in the quarter ended March 31, 2001 consisted of cash generated from
operating activities of $5.6 million. Net cash used in investing activities was
$2.4 million and net cash used in financing activities was $2.4 million.

The Company's investing activities consisted mainly of capital expenditures to
maintain facilities, acquire machines or tooling, update certain manufacturing
processes and improve efficiency. Capital expenditures totaled $2.4 million for
the quarter ended March 31, 2001 compared to $2.5 million for the quarter ended
March 31, 2000. The Company's ability to make capital expenditures is subject to
certain restrictions under its Senior Secured Credit Facility.

The Company's inventories of $56.8 million decreased $3.1 million from $59.9
million at December 31, 2000. The Company expects the inventories to continue to
decline during the year as management continues to implement strategies to
reduce inventory levels.

The Company's consolidated indebtedness decreased $2.7 million from $340.2
million at December 31, 2000 to $337.5 million at March 31, 2001 as a result of
required payments under the Company's Term Loan Facility.

The Company's current credit facilities include the Senior Secured Credit
Facility consisting of the Term Loan Facility of $83.8 million, the Revolving
Credit Facility, subject to certain borrowing base limitations, of $25.0
million, and foreign working capital lines, subject to certain limitations, of
$4.7 million. In certain instances the foreign working capital lines are secured
by a lien on foreign real property, leaseholds, accounts receivable and
inventory or are guaranteed by another subsidiary.

As of March 31, 2001, $31.5 million of the Company's $83.8 million Term Loan
Facility is payable in the next 12 months. In addition, the Company had $24.0
million outstanding under the Revolving Credit Facility and $3.6 million
outstanding under the foreign working capital lines. Net availability at March
31, 2001 under the Revolving Credit Facility, computed by deducting $0.7 million
of open letters of credit and applying applicable borrowing limitations, was
$0.3 million. Net availability at March 31, 2001 under foreign working lines was
$1.1 million. Outstanding balances under substantially all of these credit
facilities bear interest at floating rates based upon the interest rate option
selected by the Company; therefore, the Company's financial condition is and
will continue to be affected by changes in the prevailing interest rates. The
effective interest rate under these credit facilities in the quarter ended March
31, 2001 was 9.8%.

Pursuant to the Term Loan Facility, the Company is required to make principal
payments under (i) the $50.0 million Tranche A Term Loan Facility ($23.6 million
outstanding at March 31, 2001), of $12.7 million in the remainder of 2001 and
$10.9 million in 2002 and (ii) the $65.0 million Tranche B Term Loan Facility
($60.2 million outstanding at March 31, 2001), of $16.4 million in the remainder
of 2001 and $43.8 million in 2002. In addition, under the terms of the Senior
Secured Credit Facility, the Company is required to make mandatory prepayments
with (i) certain asset sale proceeds, (ii) any additional indebtedness and
equity proceeds (with certain exceptions) and (iii) with 75% of the excess cash
flow of the Company



                                       15
<PAGE>   16

and its subsidiaries for each fiscal year commencing on April 1, 1997. In 2001
the Company made a payment of approximately $0.6 million under the excess cash
flow requirements of the Senior Secured Credit Facility.

The Company relies mainly on internally generated funds, and, to the extent
necessary, borrowings under the Revolving Credit Facility and foreign working
capital lines to meet its liquidity needs. In addition, as described below, the
Company issued additional indebtedness in April 2001 ("New Indebtedness") to
increase liquidity. The Company's liquidity needs arise primarily from debt
service, working capital needs and capital expenditure requirements.

On April 11, 2001, the Company issued New Indebtedness in the principal amount
of $20.0 million (of which $9.8 million was purchased by TCI Investments LLC, a
related party) to increase its liquidity. The net proceeds to the Company, after
payment of commitment fees, were $18.8 million. The Company used the proceeds
from the New Indebtedness to pay interest of $5.5 million that was due on March
15, 2001 for the EVI Notes, to pay interest of $6.6 million due on May 1, 2001
for the Telex Notes and intends to use the remaining proceeds for general
corporate and operating expenses. The New Indebtedness is junior to the Senior
Secured Credit Facility but senior to the EVI and Telex Notes and bears an
interest rate of 18% per annum, increasing by 75 basis points each quarter until
the applicable interest rate is 25%. Interest compounds quarterly and is payable
at maturity on April 11, 2004. On April 11, 2001, the Company amended the
indentures governing the EVI and Telex Notes to permit issuance of the New
Indebtedness. On April 11, 2001, the Company received consent from the lenders
under its Senior Secured Credit Facility to (i) waive certain technical defaults
with respect to the four consecutive quarters ended December 31, 2000 or as of
such date, (ii) reduce the minimum consolidated EBITDA requirements and
eliminate the covenants pertaining to maintenance of consolidated fixed charge
and leverage ratios for all future periods, and (iii) consent to the issuance of
New Indebtedness. The Senior Secured Credit Facility lenders required, as a
condition to giving such waivers and consent, that the then-maturity date for
the existing Senior Secured Credit Facility be shortened to October 31, 2002,
that the Company prepay the Term Loan Facility in the aggregate amount of $20
million on or before December 31, 2001 and that the Company issue the New
Indebtedness in a principal amount of not less than $15 million but not more
than $20 million, on or before April 13, 2001.

The Company has incurred substantial indebtedness in connection with a series of
leveraged transactions. As a result, debt service obligations represent
significant liquidity requirements for the Company. The ability of the Company
to pay $29.0 million on the Term Loan Facility by December 31, 2001 and generate
sufficient cash to meet its 2001 liquidity needs will depend upon the sale of
certain businesses and assets of the Company and improvements in its operations.
The Company intends to improve operations and liquidate certain assets in 2001,
in part to meet the liquidity needs of the debt service and to satisfy the
requirements of the debt covenants. The Company's 2001 operating plan includes
strategies to significantly improve operating results by reducing purchased
material costs through more effective supply-chain management, increasing
selling prices on selected products, managing other operating costs to planned
levels, reducing inventory, improving accounts receivable collections, achieving
additional cost efficiencies through consolidation of its manufacturing
operations and introducing several new products. While the Company believes that
the above-described planned cash flow enhancements from operations, the New
Indebtedness, and the expected sale of businesses and assets will be adequate to
meet its debt service requirements, capital expenditure needs and working
capital requirements in 2001, no assurance can be given in this regard.
Additionally, the




                                       16
<PAGE>   17

Company's future performance and its ability to service its obligations will
also be subject to future economic conditions and to financial, business and
other factors, many of which are beyond the Company's control.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
exchange and interest rates. The Company does not enter into derivatives or
other financial instruments for trading or speculative purposes. The
counterparties to these transactions are major financial institutions.

EXCHANGE RATE SENSITIVITY ANALYSIS

The Company enters into forward exchange contracts principally to hedge the
currency fluctuations in transactions denominated in foreign currencies, thereby
limiting the Company's risk that would otherwise result from changes in exchange
rates. During the quarter ended March 31, 2001, the principal transactions
hedged were certain intercompany balances attributed primarily to intercompany
sales. Gains and losses on forward exchange contracts and the offsetting losses
and gains on the hedged transactions are reflected in the consolidated statement
of operations.

At March 31, 2001, the Company had outstanding foreign forward exchange
contracts with a notional amount of $3.7 million and with a weighted remaining
maturity of 64 days.

At March 31, 2001, the difference between the fair value of all outstanding
contracts, as estimated by the amount required to enter into offsetting
contracts with similar remaining maturities based on quoted prices, and the
contract amounts was immaterial. A 10% fluctuation in exchange rates for these
currencies would change the fair value by approximately $0.4 million. However,
since these contracts hedge foreign currency denominated transactions, any
change in the fair value of the contracts would be offset by changes in the
underlying value of the transactions being hedged.

INTEREST RATE AND DEBT SENSITIVITY ANALYSIS

For fixed rate debt, interest rate changes affect the fair market value but do
not impact earnings or cash flows. Conversely, for floating rate debt, interest
rate changes generally do not affect the fair market value but do impact future
earnings and cash flows, assuming other factors are held constant.

At March 31, 2001, the Company had fixed rate debt of $225.0 million and
floating rate debt of $112.5 million. Holding all other variables constant (such
as foreign exchange rates and debt levels), a one-percentage point decrease in
interest rates would increase the unrealized fair market value of the $225.0
million fixed rate debt by approximately $10.1 million. The earnings and cash
flow impact for the next twelve months resulting from a one-percentage point
increase in interest rates on the $112.5 million floating rate debt would be
approximately $1.1 million, holding all other variables constant.




                                       17
<PAGE>   18

PART II.        OTHER INFORMATION

ITEM 1.         NOT APPLICABLE

ITEM 2.         CHANGES IN SECURITIES AND USE OF PROCEEDS

(a) - (b) The Company received consent in April 2001 from the holders of the EVI
and Telex Notes to amend the indentures governing the Notes. The amendments add
a provision to each of the indentures to permit the Company to incur new
indebtedness of $20 million in initial principal amount ("New Indebtedness"),
plus any increase in the amount of the New Indebtedness resulting from any
accrual, compounding or payment-in-kind of interest which is not paid currently
in cash or which is added to the principal amount under the New Indebtedness.
The New Indebtedness is subordinate to the Company's obligations under its
Senior Secured Credit Facility and is senior to the EVI and Telex Notes.

ITEMS 3 - 5.    NOT APPLICABLE

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

4.3 (j)         Amendment No. 1, dated as of April 11, 2001, to the
                Guarantee and Collateral Agreement, among the Company and other
                granting parties, The Chase Manhattan Bank as administrative
                agent, the Lenders and Morgan Stanley Senior Funding, Inc., as
                documentation agent.

4.3 (k)         Amendment No. 1, dated as of April 11, 2001, to the Patent and
                Trademark Security Agreement, among the Company, The Chase
                Manhattan Bank as administrative agent, the Lenders and Morgan
                Stanley Senior Funding, Inc., as documentation agent.

4.3 (l)         Guarantee and Collateral Agreement, dated as of April 11, 2001,
                made by the Company, Holdings and Telex Communications
                International, Ltd. (the "Grantors"), in favor of TCI
                Investments LLC and GoldenTree High Yield Opportunities I, L.P.,
                as Co-Agents for the Purchasers.

4.3 (m)         Patent and Trademark Security Agreement, dated as of April 11,
                2001, made by the Grantors, in favor of TCI Investments LLC and
                GoldenTree High Yield Opportunities I, L.P., as Co-Agents for
                the Purchasers.

(b) Reports on Form 8-K

    A Report on Form 8-K, dated March 14, 2001, reporting under Items 5 and 7,
    was filed on March 14, 2001. A Report on Form 8-K, dated April 12, 2001,
    reporting under Items 5 and 7, was filed on April 12, 2001.



                                       18
<PAGE>   19


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.



                                   TELEX COMMUNICATIONS, INC.


Dated:   May 14, 2001              By:  /s/ Ned C. Jackson
         ----------------------        ------------------------------------
                                   Ned C. Jackson
                                   President and Chief Executive
                                   Officer


                                   TELEX COMMUNICATIONS, INC.


Dated:   May 14, 2001              By:  /s/ Richard J. Pearson
         ----------------------        -----------------------------------
                                   Richard J. Pearson
                                   Vice President and Chief Financial
                                   Officer





                                       19
<PAGE>   20


                           TELEX COMMUNICATIONS, INC.
                                    FORM 10-Q

                                  EXHIBIT INDEX


EXHIBIT
NUMBER                        DESCRIPTION OF DOCUMENT



4.3 (j)         Amendment No. 1, dated as of April 11, 2001, to the Guarantee
                and Collateral Agreement, among the Company and other granting
                parties, The Chase Manhattan Bank as administrative agent, the
                Lenders and Morgan Stanley Senior Funding, Inc., as
                documentation agent.

4.3 (k)         Amendment No. 1, dated as of April 11, 2001, to the Patent and
                Trademark Security Agreement, among the Company, The Chase
                Manhattan Bank as administrative agent, the Lenders and Morgan
                Stanley Senior Funding, Inc., as documentation agent.

4.3 (l)         Guarantee and Collateral Agreement, dated as of April 11, 2001,
                made by the Company, Holdings and the Grantors, in favor of TCI
                Investments LLC and GoldenTree High Yield Opportunities I, L.P.,
                as Co-Agents for the Purchasers.

4.3 (m)         Patent and Trademark Security Agreement, dated as of April 11,
                2001, made by the Grantors, in favor of TCI Investments LLC and
                GoldenTree High Yield Opportunities I, L.P., as Co-Agents for
                the Purchasers.








                                       20