<PAGE>   1



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004


                                    FORM 10-Q


  x     QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
-----   OF 1934
                  For the quarterly period ended June 30, 2001


                                       OR


        TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
-----   OF 1934
                     For the transition period from       to


                         Commission file number 0-21485



                    SUPERIOR CONSULTANT HOLDINGS CORPORATION
             (exact name of registrant as specified in its charter)



              STATE OF DELAWARE                               38-3306717
       (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                     Identification No.)


17570 West 12 Mile Road, Southfield, Michigan                   48076
  (Address of principal executive offices)                   (Zip Code)


        Registrant's telephone number, including area code (248) 386-8300


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 August 13, 2001, 11,074,869 shares of the registrant's common stock (par
value $.01) were outstanding.



<PAGE>   2





            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                           QUARTER ENDED JUNE 30, 2001
                                      INDEX
<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION                                                                               PAGE NO.
                                                                                                            ---------
<S>               <C>                                                                                       <C>

     Item 1.       Financial Statements

                   Condensed Consolidated Balance Sheets as of June 30, 2001 and December 31,                    3
                   2000 (unaudited)

                   Condensed Consolidated Statements of Operations for the three and six months                  4
                   ended June 30, 2001 and 2000 (unaudited)

                   Condensed Consolidated Statements of Cash Flows for the six months ended June                 5
                   30, 2001 and 2000 (unaudited)

                   Notes to Condensed Consolidated Financial Statements                                          6

     Item 2.       Management's Discussion and Analysis of Financial Condition and Results of                   10
                   Operations

     Item 3.       Quantitative and Qualitative Disclosure About Market Risk Sensitive Instruments              15


PART II - OTHER INFORMATION

     Item 4.       Submission of Matters to a Vote of Security Holders                                          16

     Item 6.       Exhibits and Reports on Form 8-K                                                             16

SIGNATURES                                                                                                      17

</TABLE>

                                     Page 2
<PAGE>   3
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>


                                                                                   JUNE 30,     DECEMBER 31,
                                                                                     2001           2000
                                                                                     ----           ----
<S>                                                                              <C>            <C>

                              ASSETS

   Current assets
     Cash and cash equivalents                                                    $  16,006      $   20,825
     Accounts receivable, net                                                        19,826          19,474
     Accrued interest receivable and prepaid expenses                                 2,422           3,516
     Refundable income taxes                                                            944           6,099
                                                                                  ---------      ----------

        Total current assets                                                         39,198          49,914


Property and equipment, net                                                          16,242          17,239
Goodwill, net                                                                         8,598           8,973
Investments                                                                             694             664
Deferred income taxes                                                                 1,603           1,615
Other long-term assets                                                                  639             227
                                                                                  ---------      ----------

        Total Assets                                                              $  66,974      $   78,632
                                                                                  =========      ==========



            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

     Notes payable to bank                                                        $   2,925      $    5,125
     Accounts payable                                                                 5,515           7,629
     Accrued liabilities, deferred bonuses and compensation                           3,565           3,773
     Deferred revenue                                                                 3,898           3,765
                                                                                  ---------      ----------

        Total current liabilities                                                    15,903          20,292


Stockholders' equity
     Preferred stock; authorized, 1,000,000 shares of $.01 par value;
     no shares issued or outstanding                                                    -                -


     Common stock; authorized, 30,000,000 shares of $.01 par value; issued
     and outstanding, 11,074,869 shares as of June 30, 2001 and 11,074,846
     shares as of December 31, 2000                                                     111             111


     Additional paid-in capital                                                     116,003         116,003

     Stockholders' notes receivable                                                  (1,544)         (1,553)

     Accumulated other comprehensive loss                                            (2,355)         (2,373)

     Treasury stock - at cost, 85,000 shares as of June 30, 2001 and
     December 31, 2000                                                               (2,270)         (2,270)

     Accumulated deficit                                                            (58,874)        (51,578)
                                                                                  ---------      ----------

        Total stockholders' equity                                                   51,071          58,340
                                                                                  ---------      ----------

        Total Liabilities and Stockholders' Equity                                $  66,974      $   78,632
                                                                                  =========      ==========


</TABLE>

            See notes to condensed consolidated financial statements.


                                     Page 3


<PAGE>   4



            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>


                                                                        THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                             JUNE 30,                      JUNE 30,
                                                                    ------------------------      -------------------------
                                                                        2001          2000            2001          2000
                                                                        ----          ----            ----          ----
<S>                                                                <C>           <C>               <C>           <C>


Revenues                                                             $   22,115   $   25,495        $  43,893     $  53,568

   Operating costs and expenses
      Cost of services                                                   14,221       21,325           29,519        44,354
      Selling, general and administrative expenses                       10,825       18,056           21,728        36,426
      Restructuring charges, net                                            169            -              169             -
                                                                     ----------   ----------        ---------     ---------

         Total operating costs and expenses                              25,215       39,381           51,416        80,780
                                                                     ----------   ----------        ---------     ---------

         Loss from operations                                            (3,100)     (13,886)          (7,523)      (27,212)

   Other income, including realized gains
      on sale of investment securities                                      235          414              227         9,754
                                                                     ----------   ----------        ---------     ---------

         Loss before income tax benefit                                  (2,865)     (13,472)          (7,296)      (17,458)

   Income tax benefit                                                         -        1,088                -         2,492
                                                                     ----------   ----------        ---------     ---------

         Net loss                                                    $   (2,865)  $  (12,384)      $   (7,296)   $  (14,966)
                                                                     ==========   ==========       ==========    ==========
   Net loss per share
      Basic                                                          $    (0.26)  $    (1.19)      $    (0.66)   $    (1.44)
                                                                     ==========   ==========       ==========    ==========

      Diluted                                                        $    (0.26)  $    (1.19)      $    (0.66)   $    (1.44)
                                                                     ==========   ==========       ==========    ==========

   Weighted average number of common shares outstanding
      Basic                                                              10,990       10,384           10,990        10,363
                                                                     ==========   ==========        =========     =========

      Diluted                                                            10,990       10,384           10,990        10,363
                                                                     ==========   ==========        =========     =========

</TABLE>

            See notes to condensed consolidated financial statements.


                                     Page 4


<PAGE>   5



            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                       SIX MONTHS ENDED JUNE 30,
                                                                      ---------------------------
                                                                        2001             2000
                                                                        ----             ----
<S>                                                                   <C>          <C>

Cash flows from operating activities:
    Net loss                                                          $ (7,296)         $(14,966)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization of property and equipment            2,054             2,893
      Goodwill amortization                                                375               762
      Bad debt expense                                                     200               763
      Gain on sale of property and equipment                                 -               (27)
      Restructuring charge - write-off of leasehold improvements           305                 -
      Gain on sale of investment securities                                  -            (9,033)
      Deferred income taxes                                                  -             3,171
      Options issued to non-employees                                        -               183
      Interest income on marketable debt security                            -              (167)
      Warrants from business partner                                         -               (59)
      Other                                                                 14                 -
      Changes in operating assets and liabilities:
         Accounts receivable                                              (552)           10,215
         Accrued interest receivable and prepaid expenses                1,080              (848)
         Refundable income taxes                                         5,155            (2,365)
         Accounts payable                                               (2,114)                2
         Accrued liabilities, deferred bonuses and compensation           (208)             (302)
         Deferred revenue                                                  133            (1,210)
                                                                      --------          --------

               Net cash used in operating activities                      (854)          (10,988)


Cash flows from investing activities:
    Proceeds from sale of investment securities                              -            14,870
    Purchase of businesses                                                   -              (871)
    Purchase of property and equipment                                  (1,362)           (3,177)
    Proceeds from sale of property and equipment                             -               184
    Change in other long-term assets                                      (412)              (91)
                                                                      --------          --------

              Net cash provided by (used in) investing activities       (1,774)           10,915


Cash flows from financing activities:
    (Repayment of) proceeds from line of credit                         (2,200)            4,700
    Principal payments on stockholders' notes receivable                     9                 -
    Exercise of stock options                                                -                31
                                                                      --------          --------

              Net cash provided by (used in) financing activities       (2,191)            4,731
                                                                      --------          --------


Net increase (decrease) in cash and cash equivalents                    (4,819)            4,658
Cash and cash equivalents, beginning of period                          20,825            16,691
                                                                      --------          --------

Cash and cash equivalents, end of period                              $ 16,006          $ 21,349
                                                                      ========          ========

Supplemental disclosure of cash flow information:
    Interest payments                                                 $    188          $      -
    Net unrealized gain (loss) on investments, net of deferred
      income taxes                                                    $     18          $(33,364)


</TABLE>


            See notes to condensed consolidated financial statements.

                                     Page 5
<PAGE>   6



            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  June 30, 2001

NOTE 1 - BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
have been prepared pursuant to the rules of the Securities and Exchange
Commission for quarterly reports on Form 10-Q. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals and estimated provisions
for bonus and profit-sharing arrangements) considered necessary for a fair
presentation have been included. Operating results for the three and six month
periods ended June 30, 2001, are not necessarily indicative of the results that
may be expected for the year ended December 31, 2001.

         These financial statements should be read in conjunction with the
Company's audited consolidated financial statements and notes thereto included
in the Company's 2000 annual report on Form 10-K and Form 10-K/A Amendment No. 1
filed by the Company with the Securities and Exchange Commission on April 2,
2001, and April 30, 2001, respectively.

         Certain reclassifications were made to the six months ended June 30,
2000, condensed consolidated financial statements to conform to the six months
ended June 30, 2001 presentation.

NOTE 2 - NET EARNINGS (LOSS) PER SHARE

         The Company accounts for Earnings (Loss) Per Share under the rules of
Statement of Financial Accounting Standard No. 128, "Earnings Per Share". The
Company's basic and diluted net loss per share amounts have been computed by
dividing net loss by the weighted average number of outstanding common shares.

         All the Company's outstanding options and warrants (approximately
3,808,000 and 3,246,000 shares of common stock with a weighted average exercise
price of $18.92 and $25.67 at June 30, 2001 and 2000, respectively) were
excluded from the computation of diluted net loss per share because to do so
would have been antidilutive for the periods presented.

NOTE 3 - COMPREHENSIVE INCOME (LOSS)

         Comprehensive loss, which is included as a component of stockholders'
equity, includes net unrealized gains and losses on investments in marketable
equity and debt securities. The 2001 decrease in accumulated other comprehensive
loss is a result of the increase in the market value of the Company's investment
in Neoforma.com, Inc. during the six months ended June 30, 2001. Total
comprehensive loss is summarized as follows in thousands:


<TABLE>
<CAPTION>

                                                                  Three Months Ended             Six Months Ended
                                                                       June 30,                      June 30,
                                                              ---------------------------   ----------------------------
                                                                  2001          2000            2001          2000
                                                                  ----          ----            ----          ----
<S>                                                           <C>             <C>           <C>           <C>

Net loss                                                         $ (2,865)     $(12,384)     $ (7,296)     $(14,966)

Other comprehensive income (loss), net of tax:

   Unrealized holding gains (losses) on securities arising
      during the period                                              (164)      (10,916)           18       (27,990)


   Less:  reclassification adjustment for realized gains on
      securities included in net loss, net of tax benefit of
      $23 and $3,659 for the three and six months
      ended June 30, 2000, respectively                                 -            35             -         5,374
                                                                 --------      --------      --------      --------



Other comprehensive income (loss), net of tax                        (164)      (10,951)           18       (33,364)
                                                                 --------      --------      --------      --------

Total comprehensive loss                                         $ (3,029)     $(23,335)     $ (7,278)     $(48,330)
                                                                 ========      ========      ========      ========

</TABLE>


                                     Page 6

<PAGE>   7


NOTE 4 - SEGMENT FINANCIAL INFORMATION

         Effective October 1, 2000, the Company organized into the two business
segments of consulting and outsourcing. The consulting segment provides
information technology, as well as strategic and operations management
consulting, solutions and application support to a broad cross-section of
healthcare industry participants and information systems vendors. The
outsourcing segment offers the client an array of services, functions and
economic elements that can be tailored to the specific client program/agenda,
including business process outsourcing, IT management, IT planning and
budgeting, applications support, applications implementation, IT operations,
network and financial management and risk sharing. The Company evaluates segment
performance and allocates resources based on gross profit. Intrasegment services
are provided at cost.

         Information on the Company's operations for the three and six months
ended June 30, 2001 and 2000, is summarized as follows in thousands. Amounts for
2000 have been reclassified to conform to the classifications used in 2001:


<TABLE>
<CAPTION>

                                                               Three Months Ended            Six Months Ended
                                                                     June 30,                     June 30,
                                                            -------------------------    -----------------------
                                                                2001         2000             2001        2000
                                                                ----         ----             ----        ----
<S>                                                         <C>           <C>           <C>           <C>

Revenues:
     Consulting                                              $ 14,950      $ 18,660      $ 30,663      $ 39,115
     Outsourcing                                                7,165         6,835        13,230        14,453
                                                             --------      --------      --------      --------

       Consolidated revenues                                 $ 22,115      $ 25,495      $ 43,893      $ 53,568
                                                             ========      ========      ========      ========


Gross Profit and Statement of Operations Reconciliation:
     Consulting                                              $  5,632      $  2,282      $ 10,885      $  5,324
     Outsourcing                                                2,262         1,888         3,489         3,890
                                                             --------      --------      --------      --------

       Consolidated gross profit                                7,894         4,170        14,374        9,214

Unallocated:
     SG&A expenses                                             10,825        18,056        21,728        36,426
     Restructuring charges, net                                   169             -           169             -
     Other income, including realized gains on sale of
       investment securities                                     (235)         (414)         (227)       (9,754)
                                                             --------      --------      --------      --------
       Subtotal                                                10,759        17,642        21,670        26,672
                                                             --------      --------      --------      --------

       Consolidated loss before income tax benefit           $ (2,865)     $(13,472)     $ (7,296)     $(17,458)
                                                             ========      ========      ========      ========

</TABLE>


         The Company does not evaluate assets and capital expenditures on a
segment basis, and accordingly, such information is not provided.

         The Company's reportable segments are business units that offer and
provide different services through different means. The Company's training,
information technology, accounting and finance, facilities, sales and marketing,
legal, senior management and other SG&A functions are combined into the
unallocated SG&A expenses.

NOTE 5 - INCOME TAXES

         The income tax benefit for the three and six months ended June 30,
2001, does not approximate the federal statutory tax rate, primarily due to the
provision of a valuation allowance for deferred tax assets as a result of the
uncertainty regarding their realization. As of June 30, 2001, the Company has
net operating loss carryforwards for federal income tax purposes of
approximately $36.1 million, which will expire through 2021 if not utilized.

                                     Page 7

<PAGE>   8
NOTE 6 - LINE OF CREDIT

         The Company has a line of credit with a bank allowing for borrowings of
up to $8.0 million, based on qualifying accounts receivable. Based on the
eligibility provisions in the loan agreement, the Company could have borrowed
$6.4 million on the line of credit as of June 30, 2001; $2.9 million was
outstanding. Borrowings under the line mature in March 2002. Borrowings bear
interest at the greater of the prime rate or 1% plus the Federal funds effective
rate. The effective interest rate at June 30, 2001, was 7.0%. The line is
collateralized by accounts receivable and any deposits held by the bank. There
are no compensating balance requirements. The loan agreement contains covenants,
including financial ratios concerning liquidity, working capital and operating
results. The Company did not meet a certain financial operating covenant as of
June 30, 2001. The Company has obtained a waiver from the bank with respect to
such default.

NOTE 7 - RESTRUCTURING CHARGES

         The restructuring charges recorded during the quarter ended June 30,
2001, consist primarily of the write-off of leasehold improvements associated
with the consolidation and closing of additional office facilities during 2001,
partially off set by a reduction to the accrual for restructuring costs included
in accrued liabilities as of December 31, 2000.

         The restructuring charges are summarized as follows in thousands:
<TABLE>
<S>     <C>                                                                            <C>
                  Write-off of leasehold improvements                                   $305
                  Reduction of accrual related to estimated severance costs             (136)
                                                                                        ----

                  Total restructuring charges                                           $169
                                                                                        ====

</TABLE>

         At June 30, 2001, approximately $118,000 of restructuring costs,
primarily related to severance, are included in accrued liabilities. The Company
anticipates these costs will be paid during the remainder of 2001.

NOTE 8 - CONTINGENCIES

         The Company is involved in various legal proceedings, including client
and employment matters of a nature considered normal to its business. The
Company accrues for amounts related to these legal matters if it is probable
that a liability has been incurred and an amount is reasonably estimable. In the
opinion of the Company, although the outcome of any legal proceeding cannot be
predicted with certainty, the ultimate liability of the Company in connection
with its legal proceedings will not have a material adverse effect on the
Company's financial position, but could be material to the results of operations
in any one accounting period.


                                     Page 8


<PAGE>   9



NOTE 9 - RECENTLY ISSUED ACCOUNTING STANDARDS

         On July 20, 2001, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) 141, Business
Combinations, and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is
effective for all business combinations completed after June 30, 2001. SFAS 142
is effective for fiscal years beginning after December 15, 2001; however,
certain provisions of this Statement apply to goodwill and other intangible
assets acquired between July 1, 2001, and the effective date of SFAS 142. Major
provisions of these Statements and their effective dates for the Company are as
follows:

         -        all business combinations initiated after June 30, 2001, must
                  use the purchase method of accounting. The pooling of interest
                  method of accounting is prohibited except for transitions
                  initiated before July 1, 2001.
         -        intangible assets acquired in a business combination must be
                  recorded separately from goodwill if they arise from
                  contractual or other legal rights or are separable from the
                  acquired entity and can be sold, transferred, licensed, rented
                  or exchanged, either individually or as part of a related
                  contract, asset or liability.
         -        goodwill, as well as intangible assets with indefinite lives,
                  acquired after June 30, 2001, will not be amortized. Effective
                  January 1, 2002, all previously recognized goodwill and
                  intangible assets with indefinite lives will no longer be
                  subject to amortization.
         -        effective January 1, 2002, goodwill and intangible assets with
                  indefinite lives will be tested for impairment annually and
                  whenever there is an impairment indicator.
         -        all acquired goodwill must be assigned to reporting units for
                  purposes of impairment testing and segment reporting.





                                     Page 9


<PAGE>   10



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

OVERVIEW

         Statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations, which are not historical in
nature, are intended to be, and are hereby identified as "forward looking
statements" for purposes of the safe harbor provided by Section 21E of the
Securities Exchange Act of 1934, as amended by Public Law 104-67.
Forward-looking statements may be identified by words including "anticipate,"
"believe," "intends," "estimates," "promises," "expect," "should," "conditioned
upon" and similar expressions. This discussion and analysis contains
forward-looking statements relating to future financial results or business
expectations. Business plans may change as circumstances warrant. Actual results
may differ materially as a result of factors over which the Company has no
control. Such factors include, but are not limited to: acquisitions under
consideration, the ability to integrate acquisitions on a timely basis,
significant client assignments, timing of contracts, recruiting and new business
solicitation efforts, the healthcare market's acceptance of and demand for the
Company's offerings, regulatory changes and other factors affecting the
financial constraints on the Company's clients, economic factors specific to
healthcare and general economic conditions. These risk factors and additional
information are included in the Company's reports on file with the Securities
and Exchange Commission.

         The Company conducts its business in two segments through its primary
operating subsidiary, Superior Consultant Company, Inc. ("Superior"). Superior
is a leading provider of Digital Business Transformation(TM) services, primarily
to the healthcare industry, connecting online technologies to business processes
that have traditionally been conducted offline. The Company provides all sectors
of the industry with an integrated suite of advisory, solution-centric and
process improvement consulting services, and business process and information
technology outsourcing.

         Effective October 1, 2000, the Company organized into the two business
segments of consulting and outsourcing. The consulting segment provides
information technology, as well as strategic and operations management
consulting, solutions and application support to a broad cross-section of
healthcare industry participants and information systems vendors. The consulting
segment also assists clients to leverage the power, speed and value of Internet
technologies to achieve efficiencies in business and operations, realize
measurable return on investment, connect with consumers, physicians and trading
partners and provide total solutions in business-to-business and
business-to-consumer e-commerce. From strategic planning and go-to-market
strategies to Internet enabling and development, integration and implementation,
Superior offers assistance to its clients to achieve supply chain efficiencies,
accelerate revenue, reduce medical errors and manage clinical content. The
outsourcing segment helps healthcare providers simplify their management
agendas, improve their return on information systems investment and strengthen
their technology management by ensuring client access to an outsourcer's ability
to deliver higher quality at lower cost and help them avoid certain capital
expenses. The outsourcing segment offers the client an array of services,
functions and economic elements that can be tailored to the specific client
program/agenda, including business process outsourcing, IT management, IT
planning and budgeting, applications support, applications implementation, IT
operations, network and financial management, and risk sharing.

         During 2000 and 2001, the Company continued to expand its e-commerce,
solution sales and systems integration capabilities. As healthcare and other
sectors move increasingly to Internet and web-based technologies and
applications, and as the Company continues to innovate services and solutions to
develop and capitalize on this growing market, the Company will incur risks
related to its participation in such untested opportunities, markets and quickly
evolving lines of business. Such risks can include, but are not limited to: new
and unforeseen technologies superseding development of the Internet and/or the
systems integration platforms in which the Company invests; the e-commerce
and/or systems integration markets taking turns not foreseen by the Company and
adverse to the positioning and investments undertaken by the Company; slowness
of traditional healthcare clients to adopt new technologies or accept new
products as they are introduced into the market; and increased competition for
consultant talent in the e-commerce field, increasing the Company's cost of
providing services.

         The Company derives a substantial portion of its revenues from fees for
professional services. The Company establishes standard-billing guidelines based
on the type and level of service offered. Actual billing rates are established
on a project-by-project basis and may vary from


                                    Page 10

<PAGE>   11



the standard guidelines. Billings for time and materials engagements are
generally contracted to be made on a bi-weekly basis to monitor client
satisfaction and manage outstanding accounts receivable balances. Revenue on
time and materials contracts is recognized as the services are provided.
Billings for fixed-fee projects and pre-packaged solution sales are billed by
deliverable or on a periodic basis, generally monthly. The Company recognizes
revenue on fixed fee projects on a percentage of completion basis. Increased use
of fixed-fee contracts subjects the Company to increased risks, including cost
overruns. For outsourcing engagements, the Company recognizes revenue in the
amount billable under the contract, which is typically billable on a monthly
basis. As of June 30, 2001, the Company has six significant contracts to provide
healthcare IT outsourcing services. In addition, the Company provides help desk
and call center support, which are typically billable on a per seat per month
basis, and managed trust services, which are generally billed annually and
recognized ratably over the life of the contract. There can be no assurance that
the Company will be able to achieve profit margins on existing and new contracts
which are consistent with its historical levels of profitability. In addition,
profit margins on outsourcing and support contracts are generally lower than
other traditional consulting engagements. The Company also derives revenues from
fees generated from its Digital Business Transformation(TM) partnerships. This
revenue is generally recognized ratably over the life of the contract.

         The Company seeks to increase revenue through various means, including
an increased emphasis on outsourcing engagements, an increase in the number of
projects for existing and new clients and expanded geographic presence. In
addition, the Company seeks to increase revenues by expanding its range of
specialty services with a focus on opportunities arising from the demand for
Internet, system security and Health Insurance Portability and Accountability
Act ("HIPAA") expertise. The Company manages its client development efforts
through client partner organizations having specific geographic responsibility
and areas of focus. The Company's success in increasing its revenue will be
dependent upon, among other factors, the continuing recovery of the marketplace,
timely sales, suitable rates and continued growth and improvement in proposal
acceptance rates in outsourcing and consulting. Should the Company be
unsuccessful in increasing its revenue, the Company may fail to meet the public
market's expectations of its financial performance and operating results, which
could have a material adverse effect on its common stock price.

         The Company's most significant expense is cost of services, which
consists primarily of consultant salaries and benefits. In recent years,
consultant compensation expense has grown faster than consultant billing rates,
resulting in an increase in the Company's cost of services as a percentage of
revenues. This trend may or may not continue depending on whether competition
for recruiting and retaining skilled consultants intensifies, particularly in
the area of e-commerce services. The Company has sought to address this issue by
adding an additional variable portion of compensation payable upon the
achievement of measurable performance goals. In addition, the Company has sought
to address compensation expense pressures through increased use of stock options
as an overall part of its compensation package. These efforts have been hampered
by the impact of the Company's current stock price.

         The Company's cost of services as a percentage of revenues is also
impacted by its consultant utilization. The Company attempts to optimize
utilization by monitoring project requirements and timetables. The number of
consultants assigned to a project will vary according to the size, complexity,
duration and demands of the project. Project terminations, completions and
scheduling delays have and can result in periods when consultants are not fully
utilized. An unanticipated termination of a significant project has and can
cause the Company to experience lower consultant utilization, resulting in a
higher than expected number of unassigned consultants.

         During 2000, the healthcare industry experienced a slow-down in
consulting expenditures as fiscal constraints imposed by factors such as the
Balanced Budget Act and lingering Y2K transition effects combined forces to
dampen overall industry demand for new IT service consulting projects.
Furthermore, the Balanced Budget Act may continue to adversely affect the
financial stability of the Company's clients and may impact their ability to pay
for professional services rendered.

         In addition, the Company's establishment of new competency centers,
services and market offerings and hiring of consultants in peak hiring periods
have and can from time to time adversely affect utilization. Also, seasonal
factors, such as vacation days and total business days in a quarter have and can
result in lower consultant utilization. Variations in market offering solution
sales and consultant utilization can also result in quarterly variability of the
Company's cost of services as a percentage of revenues. The Company's
consultants are generally employed on a full-time basis and therefore the
Company will, in the short run, incur substantially all of its employee-related
costs


                                    Page 11

<PAGE>   12


even during periods of low utilization, as the majority of employment costs of
these personnel are fixed.

         Selling, general and administrative expenses include the costs of
recruiting, training and re-training, continuing education, technology, sales
and marketing, facilities, administration, outside professional fees,
depreciation and amortization of goodwill.

         In connection with the Company's continuing efforts to reduce its cost
structure, the Company recorded non-cash restructuring charges of approximately
$305,000 during the six months ended June 30, 2001. These charges were partially
off set by a reduction of approximately $136,000 to the accrual for
restructuring costs included in accrued liabilities as of December 31, 2000.
Additional restructuring charges may be incurred in the second half of the year
if the Company decides to implement additional cost reduction efforts.



                                    Page 12


<PAGE>   13



THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

         Revenues.

                  Consulting. Revenues in this segment decreased by $3.7
         million, or 19.9%, to $15.0 million for the three months ended June 30,
         2001, as compared to $18.7 million for the three months ended June 30,
         2000. The revenue decrease was primarily due to a decline in demand for
         this segment's services.

                  Outsourcing. Revenues in this segment increased by $0.3
         million, or 4.8%, to $7.1 million for the three months ended June 30,
         2001, as compared to $6.8 million for the three months ended June 30,
         2000. The revenue increase was primarily the result of the signing of a
         new outsourcing agreement during the three months ended June 30, 2001.

         Cost of Services.

                  Consulting. Cost of services in this segment decreased by $7.0
         million, or 43.1%, to $9.4 million for the three months ended June 30,
         2001, as compared to $16.4 million for the three months ended June 30,
         2000. The decrease was due primarily to lower consultant compensation
         expenses in this segment. Cost of services as a percentage of revenues
         for this segment decreased to 62.3% for the three months ended June 30,
         2001, as compared to 87.8% for the three months ended June 30, 2000.
         The decrease was attributable to lower consultant headcount in this
         segment.

                  Outsourcing. Cost of services in this segment decreased by
         $0.1 million, or 0.9%, to $4.8 million for the three months ended June
         30, 2001, as compared to $4.9 million for the three months ended June
         30, 2000. The decrease was primarily due to lower consultant
         compensation expenses in this segment. Cost of services as a percentage
         of revenues for this segment decreased to 68.4% for the three months
         ended June 30, 2001, as compared to 72.4% for the three months ended
         June 30, 2000. The decrease was attributable to lower consultant
         headcount in this segment.

                  Selling, general and administrative expenses. Selling, general
         and administrative expenses decreased by $7.2 million, or 40.0%, to
         $10.8 million for the three months ended June 30, 2001, as compared to
         $18.0 million for the three months ended June 30, 2000. The decrease
         was primarily attributable to planned reductions in: compensation,
         continuing education, depreciation, facility, marketing and outside
         professional fee expenses. Selling, general and administrative expenses
         as a percentage of revenues decreased to 48.9% from 70.8%. The decrease
         is primarily attributable to the increased operating efficiencies of
         the Company as the result of cost-cutting measures.

                  Restructuring charges. Restructuring charges recorded during
         the quarter ended June 30, 2001, of approximately $169,000, consist
         primarily of the write-off of leasehold improvements associated with
         the consolidation and closing of additional office facilities during
         2001, partially off set by a reduction to the accrual for restructuring
         costs included in accrued liabilities as of December 31, 2000. Refer to
         Note 7 ("Restructuring Charges") of the Company's condensed
         consolidated financial statements included herein, for further details
         on the components of the restructuring charges.

                  Other income and expense. Other income was $235,000 for the
         three months ended June 30, 2001, as compared to $414,000 for the three
         months ended June 30, 2000. The decrease was primarily due to reduced
         interest earned on the Company's short-term investments and in gains
         recognized on the sale of investment securities and fixed assets during
         2000. The Company's short-term investments were lower as of June 30,
         2001, in comparison to June 30, 2000.


                                    Page 13




<PAGE>   14



SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

         Revenues.

                  Consulting. Revenues in this segment decreased by $8.4
         million, or 21.6%, to $30.7 million for the six months ended June 30,
         2001, as compared to $39.1 million for the six months ended June 30,
         2000. The revenue decrease was primarily due to a decline in demand for
         this segment's services.

                  Outsourcing. Revenues in this segment decreased by $1.2
         million, or 8.5%, to $13.2 million for the six months ended June 30,
         2001, as compared to $14.4 million for the six months ended June 30,
         2000. The decrease was primarily due to a reduction of the Company's
         services to one of its outsourcing clients during the six months ended
         June 30, 2001, partially offset by the signing of a new outsourcing
         agreement during the second quarter of 2001.

         Cost of Services.

                  Consulting. Cost of services in this segment decreased by
         $14.0 million, or 41.5%, to $19.8 million for the six months ended June
         30, 2001, as compared to $33.8 million for the six months ended June
         30, 2000. The decrease was due primarily to lower consultant
         compensation expenses in this segment. Cost of services as a percentage
         of revenues for this segment decreased to 64.5% for the six months
         ended June 30, 2001, as compared to 86.4% for the six months ended June
         30, 2000. The decrease was attributable to lower consultant headcount
         in this segment.

                  Outsourcing. Cost of services in this segment decreased by
         $0.8 million, or 7.8%, to $9.7 million for the six months ended June
         30, 2001, as compared to $10.5 million for the six months ended June
         30, 2000. The decrease was primarily due to lower consultant
         compensation expenses in this segment. Cost of services as a percentage
         of revenues for this segment increased to 73.6% for the six months
         ended June 30, 2001, as compared to 73.1% for the six months ended June
         30, 2000. The increase was primarily attributable to a lower revenue
         base for this segment.

                  Selling, general and administrative expenses. Selling, general
         and administrative expenses decreased by $14.7 million, or 40.4%, to
         $21.7 million for the six months ended June 30, 2001, as compared to
         $36.4 million for the six months ended June 30, 2000. The decrease was
         primarily attributable to planned reductions in: compensation,
         continuing education, marketing, facility, depreciation, goodwill
         amortization and outside professional fee expenses. Selling, general
         and administrative expenses as a percentage of revenues decreased to
         49.5% from 68.0%. The decrease is primarily attributable to the
         increased operating efficiencies of the Company as the result of
         cost-cutting measures.

                  Restructuring charges. Restructuring charges recorded during
         the six months ended June 30, 2001, of approximately $169,000, consist
         primarily of the write-off of leasehold improvements associated with
         the consolidation and closing of additional office facilities during
         2001, partially off set by a reduction to the accrual for restructuring
         costs included in accrued liabilities as of December 31, 2000. Refer to
         Note 7 ("Restructuring Charges") of the Company's condensed
         consolidated financial statements included herein, for further details
         on the components of the restructuring charges.

                  Other income and expense. Other income was $227,000 for the
         six months ended June 30, 2001, as compared to $9.8 million for the six
         months ended June 30, 2000. The decrease was primarily the result of
         the $9.0 million gain recognized on the sale of investment securities
         during the six months ended June 30, 2000. The Company did not sell any
         portion of its investments during the six months ended June 30, 2001.


                                    Page 14


<PAGE>   15



LIQUIDITY AND CAPITAL RESOURCES

         During the year ended December 31, 2000, the Company implemented a
restructuring plan, which was endorsed by the Company's Board of Directors, as
the result of the Company experiencing a decline in demand for its services as
compared to prior years. In connection with the restructuring plan, the Company
has undertaken various actions designed to reduce its cost structure, improve
its competitiveness and restore sustainable profitability. As a result, the
Company recorded restructuring charges of approximately $4.2 million during the
year ended December 31, 2000. The majority of these charges, which consisted
primarily of severance costs related to the reduction in workforce, the
write-off of property and equipment and the closing of various office
facilities, were paid in fiscal 2000. During the three and six months ended June
30, 2001, the Company had cash outflows associated with the implementation of
the restructuring plan of approximately $183,000 and $226,000 respectively,
related to severance costs. These expenditures were included in accrued
liabilities as of December 31, 2000. The current accrued liability for
additional cash outflows, primarily related to severance costs, which will be
paid throughout the remainder of 2001, is approximately $118,000.

         The Company's primary capital needs have been, and will be, to fund its
outsourcing, e-commerce, solution sales and systems integration initiatives, as
well as its capital expenditures. The Company believes after giving effect to
the restructuring plan and assuming revenue consistent with current levels, that
its current cash and cash equivalents, equity investment, cash generated from
operations, plus available credit under its bank credit facility, will be
sufficient to finance its working capital and capital expenditure requirements
for at least the next twelve months.

         At June 30, 2001, the Company had cash and cash equivalents of $16.0
million and working capital of $23.3 million, as compared with cash and cash
equivalents of $20.8 million and working capital of $29.6 million at December
31, 2000. The Company owns common stock in Neoforma.com, Inc. ("Neoforma.com"),
a publicly traded company. As of August 13, 2001, the investment in Neoforma.com
has a cost basis of $4.7 million and market value of $0.6 million.

         As of June 30, 2001, the Company had a line of credit agreement at a
bank allowing for borrowings of up to $8.0 million, based on qualifying accounts
receivable. Based on the eligibility provisions in the loan agreement, the
Company could have borrowed $6.4 million on the line of credit as of June 30,
2001; $2.9 million was outstanding. Borrowings bear interest at the greater of
the prime rate or 1% plus the Federal funds effective rate. The effective
interest rate at June 30, 2001, was 7.0%. The line is collateralized by accounts
receivable and any deposits held by the bank.

         Net cash used in operations was $0.9 million for the six months ended
June 30, 2001, as compared to net cash used in operations of $11.0 million for
the six months ended June 30, 2000. The decrease in net cash used in operations
is primarily the result of the decrease in the net operating loss during the six
months ended June 30, 2001, as compared to June 30, 2000.

         Net cash of $1.8 million used in investing activities during the six
months ended June 30, 2001, consists of additions to property, equipment and
software.

         Net cash of $2.2 million used in financing activities during the six
months ended June 30, 2001, was principally the result of the payment on the
Company's line of credit.

         The Company does not believe that inflation has had a material effect
on the results of its operations.

Item 3.  Quantitative And Qualitative Disclosure About Market Risk Sensitive
         Instruments

         The Company currently does not invest excess funds in derivative
financial instruments or other market rate sensitive instruments.

                                     Page 15



<PAGE>   16



Part II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         On June 29, 2001, the Company held its annual meeting of stockholders.
Stockholders of the Company voted in favor of the election of Reginald M.
Ballantyne III, Kenneth S. George and John L. Silverman to the Company's Board
of Directors. Messrs. Ballantyne, George and Silverman were each elected to
serve a three-year term expiring at the Company's 2004 Annual Meeting. In the
election of Mr. Ballantyne, 6,964,525 votes were cast in favor and 0 votes were
cast against or withheld. In addition, there were 66,489 abstentions and 0
broker non-voters. In the election of Mr. George, 6,964,525 votes were cast in
favor and 0 votes were cast against or withheld. In addition, there were 66,489
abstentions and 0 broker non-voters. In the election of Mr. Silverman, 6,964,525
votes were cast in favor and 0 votes were cast against or withheld. In addition,
there were 66,489 abstentions and 0 broker non-voters.

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

(a)      Exhibits

         NONE

(b)      Form 8-K

         NONE

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







                                    Page 16

<PAGE>   17



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.


                               Superior Consultant Holdings Corporation


Date: August 14, 2001             /s/  Richard D. Helppie, Jr.
---------------------             -----------------------------------------
                                  Richard D. Helppie, Jr.
                                  Chief Executive Officer
                                  (Principal Executive Officer)

Date: August 14, 2001             /s/  Richard R. Sorensen
---------------------             -----------------------------------------
                                  Richard R. Sorensen
                                  Chief Financial Officer
                                  (Principal Financial and Accounting Officer)


                                    Page 17