<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
    1934

For the quarterly period ended April 30, 2001

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _________ to _________

Commission file number 1-13437
                       -------

                    THE SOURCE INFORMATION MANAGEMENT COMPANY
                       (D/B/A SOURCE INTERLINK COMPANIES)
             (Exact Name of Registrant as Specified in Its Charter)


           MISSOURI                                            43-1710906
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)

                         TWO CITY PLACE DRIVE, SUITE 380
                            ST. LOUIS, MISSOURI 63141
                    (Address of Principal Executive Offices)


                                 (314) 995-9040
              (Registrant's Telephone Number, Including Area Code)


                                 NOT APPLICABLE
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
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 [ ]

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

                  Class                         Outstanding on May 31, 2001

       Common Stock, $.01 Par Value                     17,257,108


<PAGE>   2


                    THE SOURCE INFORMATION MANAGEMENT COMPANY
                        D/B/A SOURCE INTERLINK COMPANIES

                                      INDEX


<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

                                                                                                               Page
                                                                                                               ----
<S>           <C>                                                                                              <C>
ITEM 1.       Financial Statements

              Consolidated Balance Sheets as of
              April 30, 2001 and January 31, 2001

              Consolidated Statements of Income for the three months
              ended April 30, 2001 and 2000

              Consolidated Statements of Comprehensive Income for the
              three months ended April 30, 2001 and 2000

              Consolidated Statement of Stockholders'
              Equity for the three months ended April 30, 2001

              Consolidated Statements of Cash Flows for
              the three months ended April 30, 2001 and 2000

              Notes to Consolidated Financial Statements

ITEM 2.       Management's Discussion and Analysis


                           PART II - OTHER INFORMATION

ITEM 1.       Legal Proceedings

ITEM 2.       Changes in Securities

ITEM 3.       Defaults Upon Senior Securities

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

ITEM 5.       Other Information

ITEM 6.       Exhibits and Reports on Form 8-K


</TABLE>





<PAGE>   3




                                       THE SOURCE INFORMATION MANAGEMENT COMPANY
                                                D/B/A SOURCE INTERLINK COMPANIES

                                                     CONSOLIDATED BALANCE SHEETS
                                                                  (in thousands)

<TABLE>
<CAPTION>
                                                                                           (unaudited)
                                                                                         April 30, 2001     January 31, 2001
=============================================================================================================================
<S>                                                                                      <C>                <C>

ASSETS
CURRENT
      Cash                                                                                 $      1,552         $      1,085
      Trade receivables (net of allowance for doubtful accounts of $1,398 at April
      30, 2001 and January 31, 2001)                                                             66,462               63,453
      Income taxes receivable                                                                     3,509                3,648
      Inventories (Note 3)                                                                        5,706                6,294
      Other current assets (Note 2)                                                               1,326                1,247
-----------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                                             78,555               75,727
=============================================================================================================================

Land                                                                                              2,233                2,233
Plants and buildings                                                                             12,236               11,990
Office equipment and furniture                                                                   13,205               13,155
-----------------------------------------------------------------------------------------------------------------------------
Property, Plants and Equipment                                                                   27,674               27,378
Less accumulated depreciation and amortization                                                    5,646                5,246
-----------------------------------------------------------------------------------------------------------------------------
NET PROPERTY, PLANTS AND EQUIPMENT                                                               22,028               22,132
=============================================================================================================================

OTHER ASSETS
      Goodwill, net of accumulated amortization of $7,101 and $6,350, at April 30,
      2001 and January 31, 2001, respectively                                                    54,912               55,716
      Investment (Note 4)                                                                        10,624                    -
      Marketable securities                                                                         679                1,269
      Other                                                                                       3,044                2,264
-----------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER ASSETS                                                                               69,259               59,249
=============================================================================================================================

                                                                                           $    169,842         $    157,108
=============================================================================================================================
</TABLE>



                    See accompanying notes to consolidated financial statements.


                                       1

<PAGE>   4



                                       THE SOURCE INFORMATION MANAGEMENT COMPANY
                                                D/B/A SOURCE INTERLINK COMPANIES

                                                     CONSOLIDATED BALANCE SHEETS
                                                                  (in thousands)

<TABLE>
<CAPTION>
                                                                                          (unaudited)
                                                                                        April 30, 2001     January 31, 2001
=============================================================================================================================
<S>                                                                                     <C>                <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
     Checks issued against future deposits                                                 $      3,614          $     3,818
     Accounts payable and accrued expenses                                                        6,163                6,097
     Due to retailers                                                                             4,694                2,693
     Deferred income taxes                                                                          858                  715
     Current maturities of long-term debt (Note 5)                                                  116                  116
-----------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                                        15,445               13,439
=============================================================================================================================
LONG-TERM DEBT, LESS CURRENT MATURITIES (NOTE 5)                                                 40,567               31,780
=============================================================================================================================
DEFERRED INCOME TAXES                                                                                 -                   88
=============================================================================================================================
TOTAL LIABILITIES                                                                                56,012               45,307
=============================================================================================================================

COMMITMENTS
-----------------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
Contributed Capital:
     Common Stock, $.01 par - shares authorized, 40,000,000; 18,373,828 issued
     and 17,257,108 outstanding at April 30, 2001 and 18,372,332 issued and
     17,255,612 outstanding at January 31, 2001                                                     183                  183
     Preferred Stock, $.01 par - shares authorized, 2,000,000; -0- issued and
     outstanding at April 30, 2001 and January 31, 2001                                               -                    -
     Additional paid-in-capital                                                                  97,780               97,773
-----------------------------------------------------------------------------------------------------------------------------
     Total contributed capital                                                                   97,963               97,956
Accumulated other comprehensive (loss) income                                                   (1,923)              (1,420)
Retained earnings                                                                                24,237               21,712
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                120,277              118,248
Less:  Treasury Stock (1,116,720 shares at cost at April 30, 2001 and January
31, 2001)                                                                                        (6,447)              (6,447)
-----------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                                                      113,830              111,801
=============================================================================================================================

                                                                                           $    169,842          $   157,108
=============================================================================================================================
</TABLE>


                    See accompanying notes to consolidated financial statements.

                                       2

<PAGE>   5



                                       THE SOURCE INFORMATION MANAGEMENT COMPANY
                                                D/B/A SOURCE INTERLINK COMPANIES

                                               CONSOLIDATED STATEMENTS OF INCOME
                                                                     (unaudited)
                                           (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                            Three Months Ended April 30,
                                                                                                2001            2000
===========================================================================================================================
<S>                                                                                         <C>               <C>
Service Revenues                                                                            $     5,138       $      5,543
Product Sales                                                                                    13,119             19,318
---------------------------------------------------------------------------------------------------------------------------
                                                                                                 18,257             24,861
---------------------------------------------------------------------------------------------------------------------------
Cost of Service Revenues                                                                          2,502              2,923
Cost of Goods Sold                                                                               10,139             12,205
---------------------------------------------------------------------------------------------------------------------------
                                                                                                 12,641             15,128
---------------------------------------------------------------------------------------------------------------------------
                                                                                                  5,616              9,733
Selling, General and Administrative Expense                                                       4,049              4,064
---------------------------------------------------------------------------------------------------------------------------
Operating Income                                                                                  1,567              5,669
---------------------------------------------------------------------------------------------------------------------------
Other Income (Expense)
            Interest income                                                                          81                 15
            Interest expense                                                                       (613)              (480)
            Other                                                                                 1,975                 20
---------------------------------------------------------------------------------------------------------------------------
Total Other Income (Expense)                                                                      1,443               (445)
===========================================================================================================================
Income Before Income Taxes                                                                        3,010              5,224
Income Tax Expense                                                                                  485              2,250
===========================================================================================================================
Net Income                                                                                  $     2,525       $      2,974
===========================================================================================================================

Earnings per Share - Basic                                                                  $       .15       $        .17
---------------------------------------------------------------------------------------------------------------------------

Weighted Average of Shares Outstanding - Basic (Note 6)                                          17,257             17,491
---------------------------------------------------------------------------------------------------------------------------

Earnings per Share - Diluted                                                                $       .15       $        .16
---------------------------------------------------------------------------------------------------------------------------

Weighted Average of Shares Outstanding - Diluted (Note 6)                                        17,384             19,125
===========================================================================================================================
</TABLE>

                                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                                                     (unaudited)
                                                                  (in thousands)

<TABLE>
<CAPTION>
                                                                                            Three Months Ended April 30,
                                                                                                2001            2000
===========================================================================================================================
<S>                                                                                         <C>               <C>
Net Income                                                                                  $     2,525       $      2,974
Unrealized Loss on Available-for-Sale Securities, net                                              (354)                 -
of tax
Foreign Currency Translation Adjustment                                                            (149)               (79)
---------------------------------------------------------------------------------------------------------------------------
Comprehensive Income                                                                        $     2,022       $      2,895
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                       3

<PAGE>   6



                                       THE SOURCE INFORMATION MANAGEMENT COMPANY
                                                D/B/A SOURCE INTERLINK COMPANIES

                                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                                     (unaudited)
                                                   (in thousands, except shares)
<TABLE>
<CAPTION>


                                      Common Stock      Additional                    Other        Treasury Stock         Total
                              ------------------------- Paid - in    Retained     Comprehensive  ------------------   Stockholders'
                                   Shares     Amount     Capital     Earnings         Income     Shares     Amount       Equity
---------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>             <C>       <C>          <C>          <C>            <C>        <C>       <C>
Balance, January 31, 2001         18,372,332  $    183   $   97,773   $  21,712      $(1,420)    1,116,720  $ (6,447)  $  111,801

Foreign currency
translation adjustment                                                                  (149)                                (149)

Net unrealized holding
loss on available-for-sale                                                              (354)                                (354)
securities

Other                                  1,496                      7                                                             7

Net income                                                                2,525                                             2,525

---------------------------------------------------------------------------------------------------------------------------------
Balance, April 30, 2001           18,373,828  $    183   $   97,780   $  24,237      $(1,923)    1,116,720  $ (6,447)  $  113,830
=================================================================================================================================
</TABLE>



                    See accompanying notes to consolidated financial statements.

                                       4

<PAGE>   7




                                       THE SOURCE INFORMATION MANAGEMENT COMPANY
                                                D/B/A SOURCE INTERLINK COMPANIES

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                     (unaudited)
                                                                  (in thousands)

<TABLE>
<CAPTION>
Three Months Ended April 30,                                                                 2001             2000
=======================================================================================================================
<S>                                                                                      <C>               <C>
OPERATING ACTIVITIES
     Net income                                                                          $     2,525       $     2,974
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
          Depreciation and amortization                                                        1,281             1,153
          Loss on disposition of equipment                                                       126                 -
          Deferred income taxes                                                                  291               309
          Other                                                                                   58               (28)
          Changes in assets and liabilities:
             Increase in accounts receivable                                                  (3,156)           (6,623)
             Decrease in inventories                                                             588             1,663
             Increase in other assets                                                           (813)           (1,602)
             Increase (decrease) in accounts payable and accrued                                  67            (3,517)
             expenses
             Increase (decrease) in amounts due to retailers                                   2,000            (2,308)
-----------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                                2,967            (7,979)
=======================================================================================================================

INVESTMENT ACTIVITIES
     Capital expenditures                                                                       (516)             (782)
     Collections on loan to officer                                                                -               174
     Investment in InterLink                                                                 (10,624)                -
     Other                                                                                        57                 -
-----------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES                                                            (11,083)             (608)
=======================================================================================================================

FINANCING ACTIVITIES
     (Decrease) increase in checks issued against future deposits                               (204)            3,409
     Proceeds from issuance of Common Stock                                                        -             2,125
     Borrowings under credit facility                                                         29,646            24,311
     Principal payments on credit facility                                                   (20,859)          (20,846)
     Common Stock reacquired                                                                       -               (95)
     Deferred loan costs                                                                           -               (56)
     Other                                                                                         -                (7)
-----------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES                                                          8,583             8,841
=======================================================================================================================

INCREASE IN CASH                                                                                 467               254

CASH, beginning of period                                                                      1,085             1,738
-----------------------------------------------------------------------------------------------------------------------

CASH, end of period                                                                      $     1,552       $     1,992
=======================================================================================================================
</TABLE>


                    See accompanying notes to consolidated financial statements.


                                       5

<PAGE>   8


                                       THE SOURCE INFORMATION MANAGEMENT COMPANY
                                                D/B/A SOURCE INTERLINK COMPANIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


1.       BASIS OF PRESENTATION

The consolidated financial statements as of April 30, 2001 and for the three
month periods ended April 30, 2001 and 2000, include, in the opinion of
management, all adjustments (consisting of normal recurring adjustments and
reclassifications) necessary to present fairly the financial position, results
of operations and cash flows at April 30, 2001 and for all periods presented.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Form 10-K for the year
ended January 31, 2001. The results of operations for the three month period
ended April 30, 2001 are not necessarily indicative of the operating results to
be expected for the full year.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Certain prior year amounts have been reclassified to conform to the current year
presentation.

2.       RELATED PARTY TRANSACTIONS

In connection with his employment as Chief Operating Officer of the Company,
Richard Jacobsen received two loans in the amounts of $600,000 ("Loan 1") and
$375,000 ("Loan 2"). Loan 1, including interest, was to be forgiven over a
5-year term and Loan 2, including interest, was to be forgiven over a 7-year
term, provided, in each case, that he remained an employee of the Company. The
loans bear interest at 5% per annum. Mr. Jacobsen resigned in August 2000 and
repaid the outstanding balance on the loans in January 2001.

3.       INVENTORIES

Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                           April 30, 2001              January 31, 2001
         =================================================================================================
<S>                                                        <C>                         <C>
         Raw materials                                       $        2,877              $          3,072
         Work-in-process                                              1,232                         1,470
         Finished goods                                               1,597                         1,752
         -------------------------------------------------------------------------------------------------

                                                             $        5,706              $          6,294
         =================================================================================================
</TABLE>



                                       6

<PAGE>   9

                                       THE SOURCE INFORMATION MANAGEMENT COMPANY
                                                D/B/A SOURCE INTERLINK COMPANIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


4.       INVESTMENT

On February 22, 2001, the Company acquired 15% of the outstanding common shares
of The InterLink Companies, Inc. ("InterLink") and 294,497 shares of InterLink's
Series B Convertible Preferred Stock for $6,330,000. Additionally, the Company
loaned InterLink $4,170,000 in the form of a convertible note. InterLink may
repay the note at any time until February 22, 2010, at which time the note will
be automatically converted into 88,349 shares of common stock. The Company has
the right to convert the note at any time after February 22, 2007 into 88,349
shares of common stock. The note bears interest at 8.4% per annum, payable
quarterly. InterLink has various operating companies, including International
Periodical Distributors, Inc., a direct distributor of magazines, and DEYCO, a
specialty national magazine distributor.

On May 31, 2001 the Company acquired the remaining outstanding shares of
InterLink for $1,200,000 in cash and 980,000 shares of the Company's common
stock.

5.       LONG-TERM DEBT AND REVOLVING CREDIT FACILITY

Long-term debt consists of (in thousands):

<TABLE>
<CAPTION>
                                                                          April 30,         January 31,
                                                                            2001                2001
       ===================================================================================================
<S>                                                                     <C>              <C>
       Revolving Credit Facility                                        $       36,552   $         27,761

       Industrial Revenue Bonds                                                  4,000              4,000

       Unsecured note payable to former owner of acquired company,
       7% annual interest, payable in two annual installments
       beginning in September 2000                                                 100                100

       Other                                                                        31                 35

       ---------------------------------------------------------------------------------------------------
       Total Long-term Debt                                                     40,683             31,896

       Less current maturities                                                     116                116
       ---------------------------------------------------------------------------------------------------

       Long-term Debt                                                   $       40,567   $         31,780
       ===================================================================================================
</TABLE>

On December 22, 1999, the Company entered into an unsecured credit agreement
with Bank of America, N.A., replacing its previous credit agreement with
Wachovia Bank, N.A. The credit agreement enables the Company to borrow up to $50
million under a revolving credit facility that terminates December 31, 2002.
Borrowings under the credit facility bear interest at a rate equal to the
monthly London Interbank Offered Rate ("LIBOR") plus a percentage ranging from
1.0% to 2.1% depending on the Company's ratio of funded debt to earnings before
interest, taxes, depreciation and amortization. Under the credit agreement, the
Company is required to maintain certain financial ratios. The Company was in
compliance with such ratios at April 30, 2001. The availability at April 30,
2001 on the revolving credit facility was approximately $9.4 million.



                                       7
<PAGE>   10

                                       THE SOURCE INFORMATION MANAGEMENT COMPANY
                                                D/B/A SOURCE INTERLINK COMPANIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In connection with the acquisition of MYCO, Inc., the Company assumed MYCO's
Industrial Revenue Bonds (IRB). On January 30, 1995, the City of Rockford issued
$4.0 million of its Industrial Project Revenue Bonds, Series 1995, and the
proceeds were deposited with the Amalgamated Bank of Chicago, as trustee. Bank
of America ("the Bank") has issued an unsecured letter of credit for $4.1
million in connection with the IRB with an initial expiration date of April 20,
2001. As provided in the reimbursement agreement, the expiration date shall
automatically extend for successive additional periods of one calendar month
until the twentieth day of the thirteenth month following receipt of a notice of
non-extension from the Bank. To date, no such notice of non-extension has been
received and management does not expect such notice to be given by the Bank in
the foreseeable future. The bonds are secured by the trustee's indenture and the
$4.1 million letter of credit. The bonds bear interest at a variable weekly rate
(approximately 80% of the Treasury Rate) not to exceed 15% per annum. The bonds
mature on January 1, 2030. Fees related to the letter of credit are .75% per
annum of the outstanding bond principal plus accrued interest.

6.       EARNINGS PER SHARE

A reconciliation of the denominators of the basic and diluted earnings per share
computations are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                             April 30,
                                                                                         2001         2000
           ----------------------------------------------------------------------------------------------------
<S>                                                                                     <C>           <C>
           Basic weighted average number of common shares
           outstanding                                                                     17,257       17,491

           Effect of dilutive securities:
              Stock options and warrants                                                      127        1,634
           ----------------------------------------------------------------------------------------------------

           Diluted weighted average number of common shares
           outstanding                                                                     17,384       19,125
           ====================================================================================================
</TABLE>

7.       SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental information on interest and income taxes paid is as follows (in
thousands):

<TABLE>
<CAPTION>
           Three Months Ended April 30,                                           2001                    2000
           ====================================================================================================
<S>                                                                        <C>                    <C>
           Interest                                                        $       589            $        350

           Income Taxes                                                    $        53            $      5,108
           ====================================================================================================
</TABLE>

In April 2000, the parties terminated the earnout provision with the previous
owner of Yeager Industries, Inc. and the Company issued 12,987 shares of the
Company's common stock.




                                       8
<PAGE>   11

                                       THE SOURCE INFORMATION MANAGEMENT COMPANY
                                                D/B/A SOURCE INTERLINK COMPANIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


8.       SEGMENT FINANCIAL INFORMATION

The Company is engaged in two lines of business based on the reporting of senior
management to the Chief Executive Officer. The reportable segments of the
Company are services and display rack and store fixture manufacturing. The
accounting policies of the segments are the same as those described in the
Summary of Accounting Policies. Segment operating results are measured based on
gross profit. There were no intersegment sales during the quarters ended April
30, 2001 or 2000.

<TABLE>
<CAPTION>
                                                                           Display Rack &
                                                                           Store Fixture
                                                            Services       Manufacturing     Consolidated
     (in thousands)                                     ----------------------------------------------------
     Three Months Ended April 30, 2001
     ---------------------------------------------------
<S>                                                     <C>                <C>               <C>
     Revenue                                                      $5,138            $13,119         $18,257
     Cost of Revenue                                               2,502             10,139          12,641
                                                        ----------------------------------------------------
     Gross Profit                                                  2,636              2,980           5,616
     Selling, General & Administrative                                                                4,049
                                                                                            ----------------
     Operating Income                                                                                 1,567
     Other Income (Expenses), net                                                                     1,443
                                                                                            ----------------
     Income Before Income Taxes                                                                      $3,010
                                                                                            ================

     Total Assets                                                $70,419            $99,423        $169,842
                                                        ====================================================

     Three Months Ended April 30, 2000
     ---------------------------------------------------
     Revenue                                                     $ 5,543           $ 19,318        $ 24,861
     Cost of Revenue                                               2,923             12,205          15,128
                                                        ----------------------------------------------------
     Gross Profit                                                  2,620              7,113           9,733
     Selling, General & Administrative                                                                4,064
                                                                                            ----------------
     Operating Income                                                                                 5,669
     Other Income (Expenses), net                                                                      (445)
                                                                                            ----------------
     Income Before Income Taxes                                                                     $ 5,224
                                                                                            ================

     Total Assets                                               $ 60,644          $ 102,595       $ 163,239
                                                        ====================================================
</TABLE>




                                       9
<PAGE>   12



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

OVERVIEW

We derive our revenues from (1) providing information and management services
relating to retail magazine sales to U.S. and Canadian retailers and magazine
publishers and confectioners and vendors of gum and general merchandise sold at
checkout counters and (2) manufacturing display racks and store fixtures used by
retailers at checkout counters and other areas of their stores.

Fees earned in connection with the collection of incentive payments under our
Traditional Claim Submission and Advance Pay Programs continue to be significant
contributors to our service revenues. Payments collected from publishers under
the Advance Pay Program as a percentage of all incentive payments collected from
publishers grew from 30.4% during fiscal 1999 to 32.6% during fiscal 2000 and
47.4% in fiscal 2001. Most incentive payment programs offer the retailer a cash
rebate, equal to a percentage of the retailer's net sales of the publisher's
titles, which is payable quarterly upon submission of a properly documented
claim. Under our Traditional Claim Submission Program, we submit claims for
incentive payments on behalf of the retailer and receive a fee based on the
amounts collected. Under the Advance Pay Program, we advance participating
retailers a negotiated fixed percentage of total quarterly incentive payments
and pocket rental fees and then collect the payments from the publishers for our
own account.

Under both the Traditional Claim Submission Program and the Advance Pay Program,
service revenues are recognized at the time claims for incentive payments are
substantially completed for submission to the publishers. Our allowance for
doubtful accounts is approximately 2% of accounts receivable. We believe this
amount will be adequate to satisfy losses from uncollectible accounts
receivable. Under the Advance Pay Program, the revenues we recognize represent
the difference between the amount advanced to the retailer customer and the
amount claimed against the publisher.

ICN, PIN and store level data revenues consist of subscription fees. Subscribers
pay for their subscriptions on a quarterly basis for ICN and PIN and on a
monthly basis for store level data. Subscriptions have an initial term of one
year and are automatically renewed for successive one-year terms unless earlier
terminated. Revenues are recognized ratably over the subscription term. We also
receive fees from publishers for advertising, promotions and special programs on
ICN.

Front-end management includes configuring and designing front-end display racks,
supervising installation and collecting incentive payments from vendors for
product placement. Front-end management revenues are recognized as services are
performed.

We generally recognize manufacturing revenues as products are shipped to
customers. When we receive payment prior to shipment, we record the amount as a
liability and recognize the amount as revenues when products are shipped. Upon
request from a customer, the product can be stored for future delivery for the
convenience of the customer. In this case revenue is recognized when the
manufacturing and earnings processes are complete, the customer accepts title in
writing, the product is invoiced with payment due in the normal course of
business, the delivery schedule is fixed and the products are segregated from
other goods. In our display rack and store fixture manufacturing segment, we
also receive trucking revenues for transporting racks and warehousing revenues
for storing racks. We generally recognize trucking revenues as shipments are
completed. Warehousing revenues are recognized when services are rendered.

Cost of revenues generally includes personnel costs, including in some cases the
cost of independent contractors. For manufacturing, cost of revenues also
includes the cost of materials and supplies directly used in the completion of
display racks and store fixtures as well as manufacturing overhead costs which
include indirect material, indirect labor, and such items as depreciation,
taxes, insurance, heat and electricity incurred in the manufacturing process.
Cost of service revenues is an allocation of operating costs and is not
separately analyzed by management primarily because operating costs do not vary
significantly with revenues.

Selling, general and administrative expense includes corporate overhead, project
management, management information systems, executive compensation, human
resource expenses and finance expenses.

See Note 8 in the "Notes to Consolidated Financial Statements" for certain
financial information on our two business segments, which are services and
display rack and store fixture manufacturing.



                                       10
<PAGE>   13
RESULTS OF OPERATIONS

The following table sets forth, for the periods presented, information relating
to our operations expressed as a percentage of Total Revenues:

<TABLE>
<CAPTION>
                                                                                       THREE MONTHS ENDED
                                                                                           APRIL 30,
                                                                                       ------------------
                                                                                       2001         2000
                                                                                       ----         ----
<S>                                                                                    <C>          <C>
           Service Revenues                                                             28.1%        22.3%
           Product Sales                                                                71.9         77.7
                                                                                       -----        -----
               Total Revenues                                                          100.0        100.0
           Cost of Service Revenues                                                     13.7         11.8
           Cost of Goods Sold                                                           55.5         49.1
                                                                                       -----        -----
               Gross Profit                                                             30.8         39.1
           Selling, General and Administrative Expense                                  22.2         16.3
                                                                                       -----        -----
               Operating Income                                                          8.6         22.8
           Interest Expense, Net                                                        (2.9)        (1.9)
           Other Income (Expense), Net                                                  10.8          0.1
                                                                                       -----        -----
           Income Before Income Taxes                                                   16.5         21.0
                                                                                       -----        -----
               Net Income                                                               13.8%        12.0%
                                                                                       =====        =====
</TABLE>

QUARTER ENDED APRIL 30, 2001 COMPARED TO QUARTER ENDED APRIL 30, 2000

Service Revenues. Services, which include the Claim Submission Program, Advance
Pay Program, PIN/ICN/Store Level Data and front-end management, accounted for
approximately 28.1% and 22.3% of our revenues for the quarters ended April 30,
2001 and 2000, respectively. Service revenues of $5.1 million in first quarter
of fiscal 2002 decreased $0.4 million compared to the first quarter of fiscal
2001. The decrease is due mainly to revenue from a front-end management
promotion performed during the quarter ended April 30, 2000.

Product Sales. Manufacturing display racks and store fixtures accounted for
approximately 71.9% and 77.7% of our revenues for the quarters ended April 30,
2001 and 2000, respectively. Product sales of $13.1 million in the first quarter
of fiscal 2002 decreased $6.2 million compared to the first quarter of fiscal
2001 due to reduced volume and, to a small degree, pricing. Volume was impacted
by a major customer reducing its number of store openings and postponements of
anticipated orders from other customers. Although we enjoy a significant market
share which we believe is in excess of 60%, we continue to experience a limited
degree of pricing pressure.

Gross Profit. Gross profit decreased to $5.6 million in the quarter ended April
30, 2001 from $9.7 million in quarter ended April 30, 2000, a decrease of
approximately $4.1 million. Gross profit of the services segment was $2.6
million for each of the quarters ended April 30, 2001 and 2000. Cost of service
revenues includes all costs dedicated to generating service revenues as well as
an allocation of the non-dedicated costs, which include administrative costs.
Gross profit of the manufacturing segment was $3.0 million for the quarter ended
April 30, 2001 compared to $7.1 million for the quarter ended April 30, 2000.
Since a significant portion of the costs of goods sold are essentially fixed,
rather than variable, the decrease in product sales caused the gross profit
percentage to decline from 36.8% to 22.7%. However, direct materials and direct
labor as a percentage of sales only increased from approximately 49.7% to 53.9%.
Additionally, we incurred considerable start up costs in prototype production
for a new customer that placed a substantial order in May 2001.

Selling, General and Administrative Expense. Selling, general and administrative
expense remained constant at $4.0 million for the quarter ended April 30, 2001
compared to $4.1 million quarter for the quarter ended April 30, 2000. Selling,
general and administrative expense as a percentage of revenues increased from
16.3% in the first quarter of fiscal 2001 to 22.2% in the first quarter of
fiscal 2002 due to the generally fixed nature of these expenses and the decrease
in revenues.

Interest Expense. Interest expense for the quarter ended April 30, 2001
increased $133,000 compared to the quarter ended April 30, 2000 principally due
to the increase in the average balance outstanding on our credit facility from
approximately $22.6 million during the first quarter of fiscal 2001 to $34.1
million during the first quarter of fiscal 2002 partially offset by declining
interest rates.


                                       11
<PAGE>   14

Other Income. Other income for the quarter ended April 30, 2001 increased $1.9
million over the quarter ended April 30, 2000 primarily as a result of life
insurance proceeds received during the first quarter of fiscal 2002.

Income Tax Expense. The effective income tax rates for the quarters ended April
30, 2001 and 2000 were 16.1% and 43.1%, respectively. The effective income tax
rate for the quarter ended April 30, 2001 varied significantly from the federal
statutory rate due to the non-taxable life insurance proceeds received during
the quarter. Both the rate for the quarter ended April 30, 2000, as well as the
rate for the quarter ended April 30, 2001, varied from the federal statutory
rate due to state income taxes and expenses not deductible for income tax
purposes. These non-deductible expenses include goodwill amortization, meals and
entertainment and officers' life insurance premiums.

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements for the service segment are for funding the
Advance Pay Program and for meeting general working capital requirements. Our
primary cash requirements for the display rack and store fixture segment are for
purchasing materials and the cost of labor incurred in the manufacturing
process. Historically, we have financed our business activities through cash
flows from operations, borrowings under available lines of credit and through
the issuance of equity securities.

During the three months ended April 30, 2001, we advanced approximately $20.8
million under the Advance Pay Program. During fiscal 2001, 2000 and 1999, we
advanced approximately $84.8 million, $68.9 million and $59.8 million,
respectively, under the Advance Pay Program. These advances grew by 23.1% from
fiscal 2000 to fiscal 2001 and 15.2% from fiscal 1999 to fiscal 2000. Generally,
the primary source of funding the advances is our credit facility, which is
discussed below. During the quarter ended April 30, 2001, the Program was funded
by borrowings under the revolving credit facility and cash flows from
operations. Collections under the Advance Pay Program are used to pay down any
outstanding balance under the credit facility. Thus, the credit facility is
primarily used to manage the timing of payments and collections under the
Advance Pay Program. Growth of the Advance Pay Program will be monitored and
controlled to ensure that funding will be available either through cash provided
by operations or borrowings under our credit facility.

Net cash provided by operating activities of $3.0 million for the three months
ended April 30, 2001 was primarily from net income, non cash items of
depreciation and amortization and the increase in amounts due retailers offset
by increases in accounts receivable and other assets. The average collection
period for the twelve months ended April 30, 2001 was approximately 172 days
(considered to be within an acceptable range by management based on the nature
of our business and historical experience). The collection period cannot be
calculated by examining our financial statements because reported revenue
associated with the Advance Pay Program includes only our commission, which is
the difference between what we advance the retailer and what is due from the
publisher. The receivable equals the amount due from the publisher, not the
amount of revenue recorded. If the revenues were reported in a manner consistent
with the recording of the receivables, revenues would have been approximately
$84.0 million higher than reported, or approximately $175.2 million. Dividing
the average accounts receivable into $175.2 million results in an average
collection period of approximately 172 days. Net cash used by operating
activities of $8.0 million for the three months ended April 30, 2000 was
primarily from the increase in accounts receivable, decreases in accounts
payable and accrued expenses and amounts due to retailers offset by net income
and a decrease in inventories.

Net cash used in investing activities was $11.1 million for the three months
ended April 30, 2001 and $0.6 million for the three months ended April 30, 2000.
The primary use of cash during the quarter ended April 30, 2001 was for the
investment in InterLink. Net cash provided by financing activities was $8.6
million in the three months ended April 30, 2001 and $8.8 million in the three
months ended April 30, 2000.

At April 30, 2001, we did not have any commitments for capital expenditures.
Currently, we do not anticipate any significant capital expenditures during
fiscal 2002.

At April 30, 2001, our total long-term debt obligations were approximately $40.6
million. In December 1999, we entered into an unsecured credit agreement with
Bank of America, N.A. to provide for a $50.0 million revolving credit facility.
The revolving credit facility bears interest at a rate equal to the LIBOR plus a
percentage ranging from 1.0% to 2.1% depending on our ratio of funded debt to
earnings before interest, taxes, depreciation and amortization and carries a
facility fee of 1/4% per annum on the difference between $25.0 million and the
average principal amount outstanding under the loan (if less than $25.0 million)
plus 3/8% per annum of the difference between the maximum amount of the loan and
the greater of (i) $25.0 million or (ii) the average principal amount
outstanding under this loan. The revolving credit facility terminates December
31, 2002.



                                       12
<PAGE>   15

Under the Credit Agreement, we are subject to various financial and operating
covenants. These include (i) requirements that we satisfy various financial
ratios and (ii) limitations on the payment of cash dividends or other
distributions on capital stock or payments in connection with the purchase,
redemption, retirement or acquisition of capital stock.

In connection with the acquisition of MYCO, Inc., the Company assumed MYCO's
Industrial Revenue Bonds (IRB). On January 30, 1995, the City of Rockford issued
$4.0 million of its Industrial Project Revenue Bonds, Series 1995, and the
proceeds were deposited with the Amalgamated Bank of Chicago, as trustee. Bank
of America ("the Bank") has issued an unsecured letter of credit for $4.1
million in connection with the IRB with an initial expiration date of April 20,
2001. As provided in the reimbursement agreement, the expiration date shall
automatically extend for successive additional periods of one calendar month
until the twentieth day of the thirteenth month following receipt of a notice of
non-extension from the Bank. To date, no such notice of non-extension has been
received and management does not expect such notice to be given by the Bank in
the foreseeable future. The bonds are secured by the trustee's indenture and the
$4.1 million letter of credit. The bonds bear interest at a variable weekly rate
(approximately 80% of the Treasury Rate) not to exceed 15% per annum. The bonds
mature on January 1, 2030. Fees related to the letter of credit are .75% per
annum of the outstanding bond principal plus accrued interest.

We believe that our cash flow from operations together with our revolving credit
facility will be sufficient to fund our working capital needs and capital
expenditures for the foreseeable future.

On February 22, 2001, the Company acquired 15% of the outstanding common shares
of The InterLink Companies, Inc. ("InterLink") and 294,497 shares of InterLink's
Series B Convertible Preferred Stock for $6,330,000. Additionally, the Company
loaned InterLink $4,170,000 in the form of a convertible note. InterLink may
repay the note at any time until February 22, 2010, at which time the note will
be automatically converted into 88,349 shares of common stock. The Company has
the right to convert the note at any time after February 22, 2007 into 88,349
shares of common stock. The note bears interest at 8.4% per annum, payable
quarterly. InterLink has various operating companies, including International
Periodical Distributors, Inc., a direct distributor of magazines, and DEYCO, a
specialty national magazine distributor. On May 31, 2001 the Company acquired
the remaining outstanding shares of InterLink for $1,200,000 in cash and 980,000
shares of the Company's common stock.

NEW ACCOUNTING STANDARDS

In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivatives and
Hedging Activities," which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, (collectively referred to as derivatives) and for hedging
activities. SFAS No. 133 is effective for years beginning after June 15, 2001
and requires comparative information for all fiscal quarters of fiscal years
beginning after June 15, 2001. The Company does not expect the adoption of this
statement to have a significant impact on the results of operations, financial
position or cash flows.




                                       13
<PAGE>   16


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable

ITEM 2.  CHANGES IN SECURITIES

         Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         There were no matters submitted to a vote of security holders in the
         quarter ended April 30, 2001.

ITEM 5.  OTHER INFORMATION

         Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (b) There were no Current Reports on Form 8-K filed during the quarter
         ended April 30, 2001.




                                       14
<PAGE>   17


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    THE SOURCE INFORMATION MANAGEMENT COMPANY
                                    d/b/a SOURCE INTERLINK COMPANIES


Date:  June 14, 2001                         /S/ W. BRIAN RODGERS
                                             --------------------
                                             W. Brian Rodgers
                                             Chief Financial Officer



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