<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                          AMENDMENT NO. 1 TO FORM 10-Q

(MARK ONE)

   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

                 For the quarterly period ended: August 3, 2002
                                                 --------------

                                     - OR -

   [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

            For the transaction period from            to
                                            ----------    ----------

                         COMMISSION FILE NUMBER 0-20664

                              BOOKS-A-MILLION, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)


           DELAWARE                                        63-0798460
           --------                                        ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

        402 INDUSTRIAL LANE, BIRMINGHAM, ALABAMA              35211
        ----------------------------------------              -----
        (Address of principal executive offices)            (Zip Code)

                                 (205) 942-3737
                                 --------------
                 (Registrant's phone number including area code)

                                      NONE
                                      ----
              (Former name, former address and former fiscal year,
                         if changed since last period)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                   Yes [X] No

Indicate the number of shares outstanding of each of the issuer's common stock,
as of the latest practicable date: Shares of common stock, par value $.01 per
share, outstanding as of September 13, 2002 were 16,199,574 shares.

EXPLANATORY NOTE:

This amendment on Form 10-Q/A amends the Company's quarterly report on Form 10-Q
for the period ended August 3, 2002, as initially filed with the Securities and
Exchange Commission on September 17, 2002, and is being filed to reflect the
restatement of the Company's condensed consolidated financial statements. The
significant effects of this restatement on the financial statements are
presented in Notes 10 and 11 to the condensed consolidated financial statements.
This amendment incorporates certain revisions to historical financial data and
related descriptions, but is not intended to update other information presented
in this quarterly report as originally filed, except where specifically noted.

<PAGE>


                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES

                                      INDEX


<Table>
<Caption>
                                                                         PAGE NO.
<S>                                                                      <C>
PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (UNAUDITED)

     Condensed Consolidated Balance Sheets, as restated                     3

     Condensed Consolidated Statements of Operations, as restated           4

     Condensed Consolidated Statements of Cash Flows, as restated           5

     Notes to Condensed Consolidated Financial Statements                   6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                         14

Item 3.  Quantitative and Qualitative Disclosures about Market Risk        18

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                 19

Item 2.  Changes in Securities                                             19

Item 3.  Defaults Upon Senior Securities                                   19

Item 4.  Submission of Matters of Vote of Security-Holders                 19

Item 5.  Other Information                                                 19

Item 6.  Exhibits and Reports on Form 8-K                                  19
</Table>



<PAGE>


                          PART 1. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                      BOOKS-A-MILLION, INC. & SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                      AUGUST 3, 2002           FEBRUARY 2, 2002
                                                                        AS RESTATED               AS RESTATED
                                                                   (SEE NOTES 10 AND 11)         (SEE NOTE 10)
                                                                   ---------------------       -----------------
<S>                                                                <C>                         <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                           $          5,500         $          5,212
   Accounts receivable, net                                                      6,980                    8,040
   Related party accounts receivable, net                                          625                      967
   Inventories                                                                 222,029                  210,853
   Prepayments and other                                                         4,805                    5,680
   Deferred income taxes                                                         6,723                    5,530
                                                                      ----------------         ----------------
       TOTAL CURRENT ASSETS                                                    246,662                  236,282
                                                                      ----------------         ----------------

PROPERTY AND EQUIPMENT:
   Gross property and equipment                                                150,031                  145,428
   Less accumulated depreciation and amortization                               96,456                   88,712
                                                                      ----------------         ----------------
     NET PROPERTY AND EQUIPMENT                                                 53,575                   56,716
                                                                      ----------------         ----------------

OTHER ASSETS:
   Goodwill, net                                                                 1,368                    1,368
   Other                                                                           366                      492
                                                                      ----------------         ----------------
     TOTAL OTHER ASSETS                                                          1,734                    1,860
                                                                      ----------------         ----------------
     TOTAL ASSETS                                                     $        301,971         $        294,858
                                                                      ================         ================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                                                   $         83,369         $         97,523
   Related party accounts payable                                                7,176                    5,661
   Accrued expenses                                                             24,021                   24,442
   Accrued income taxes                                                            592                    2,674
   Current portion of long-term debt                                            23,662                      499
                                                                      ----------------         ----------------
       TOTAL CURRENT LIABILITIES                                               138,820                  130,799
                                                                      ----------------         ----------------

LONG TERM DEBT                                                                  39,580                   38,846
                                                                      ----------------         ----------------
DEFERRED INCOME TAXES                                                            1,802                    1,843
                                                                      ----------------         ----------------
OTHER LONG-TERM LIABILITIES                                                      2,150                    2,032
                                                                      ----------------         ----------------
STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value, 1,000,000 shares                                --                       --
   authorized, no shares outstanding
   Common stock, $.01 par value, 30,000,000 shares authorized,
   18,209,624 and 18,138,963 shares issued at August 3, 2002
   and February 2, 2002, respectively                                              182                      181
   Additional paid-in capital                                                   70,845                   70,719
   Less treasury stock, at cost; 2,010,050 shares at August 3,                  (5,271)                  (5,271)
   2002 and  February 2, 2002
   Accumulated other comprehensive loss                                         (1,326)                  (1,217)
   Retained earnings                                                            55,189                   56,926
                                                                      ----------------         ----------------
       TOTAL STOCKHOLDERS' EQUITY                                              119,619                  121,338
                                                                      ----------------         ----------------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $        301,971         $        294,858
                                                                      ================         ================
</Table>

                             SEE ACCOMPANYING NOTES


                                       3
<PAGE>

                      BOOKS-A-MILLION, INC. & SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)
<Table>
<Caption>
                                                                    THIRTEEN WEEKS ENDED                TWENTY-SIX WEEKS ENDED
                                                              --------------------------------    --------------------------------
                                                              AUGUST 3, 2002    AUGUST 4, 2001    AUGUST 3, 2002    AUGUST 4, 2001
                                                               AS RESTATED                        AS RESTATED
                                                              (SEE NOTES 10      AS RESTATED      (SEE NOTES 10       AS RESTATED
                                                                 AND 11)        (SEE NOTE 10)         AND 11)       (SEE NOTE 10)
                                                              --------------    --------------    --------------    --------------
<S>                                                           <C>               <C>               <C>               <C>
NET SALES                                                     $      104,654    $      103,900    $      205,965    $      201,480

   Cost of products sold (including warehouse
   distribution and store occupancy costs) (1)                        76,441            76,151           150,122           147,338
                                                              --------------    --------------    --------------    --------------
GROSS PROFIT                                                          28,213            27,749            55,843            54,142

   Operating, selling and administrative expenses                     23,926            23,896            46,804            45,737

   Depreciation and amortization                                       3,972             3,896             7,970             7,773
                                                              --------------    --------------    --------------    --------------
OPERATING INCOME (LOSS)                                                  315               (43)            1,069               632

   Interest expense, net                                               1,000             1,142             1,934             2,409
                                                              --------------    --------------    --------------    --------------
LOSS BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF A
CHANGE IN ACCOUNTING PRINCIPLE                                          (685)           (1,185)             (865)           (1,777)

  Income taxes benefit                                                  (260)             (450)             (329)             (675)
                                                              --------------    --------------    --------------    --------------
Loss before cumulative effect of a change in accounting
principle                                                               (425)             (735)             (536)           (1,102)
Cumulative effect of change in accounting principle, net of
deferred income tax benefit of $736                                       --                --            (1,201)               --
                                                              --------------    --------------    --------------    --------------
NET LOSS                                                      $         (425)   $         (735)   $       (1,737)   $       (1,102)
                                                              ==============    ==============    ==============    ==============

NET LOSS PER COMMON SHARE:

BASIC:

   LOSS BEFORE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE     $        (0.03)   $        (0.04)   $        (0.03)   $        (0.06)

   CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE                  --                --             (0.08)               --
                                                              --------------    --------------    --------------    --------------
   NET LOSS                                                   $        (0.03)   $        (0.04)   $        (0.11)   $        (0.06)
                                                              ==============    ==============    ==============    ==============
   WEIGHTED AVERAGE NUMBER OF  SHARES OUTSTANDING -
BASIC                                                                 16,199            16,773            16,181            17,047
                                                              ==============    ==============    ==============    ==============
DILUTED:

   LOSS BEFORE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE     $        (0.03)   $        (0.04)   $        (0.03)   $        (0.06)

   CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE                  --                --             (0.08)               --
                                                              --------------    --------------    --------------    --------------
   NET LOSS                                                   $        (0.03)   $        (0.04)   $        (0.11)   $        (0.06)
                                                              ==============    ==============    ==============    ==============
   WEIGHTED AVERAGE NUMBER OF  SHARES OUTSTANDING -
DILUTED                                                               16,199            16,773            16,181            17,047
                                                              ==============    ==============    ==============    ==============

PROFORMA AMOUNTS ASSUMING CHANGE IN ACCOUNTING
PRINCIPLE IS APPLIED RETROACTIVELY:

  NET LOSS                                                                      $         (590)                     $         (719)
                                                                                ==============                      ==============
  NET LOSS PER SHARE - BASIC                                                             (0.04)                              (0.04)
                                                                                ==============                      ==============
  NET LOSS PER SHARE - DILUTED                                                  $        (0.04)                     $        (0.04)
                                                                                ==============                      ==============
</Table>

    (1) Inventory purchases from related parties were $2,995, $4,801, $13,520
    and $17,197, respectively, for each of the periods presented above.


                             SEE ACCOMPANYING NOTES


                                       4
<PAGE>


                      BOOKS-A-MILLION, INC. & SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<Table>
<Caption>
                                                                     TWENTY-SIX WEEKS ENDED
                                                            -------------------------------------
                                                                AUGUST 3, 2002     AUGUST 4, 2001
                                                                 AS RESTATED         AS RESTATED
                                                            (SEE NOTES 10 AND 11)   (SEE NOTE 10)
                                                            ---------------------  --------------
<S>                                                          <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                    $       (1,737)     $       (1,102)
                                                               --------------      --------------
   Adjustments to reconcile net loss to net cash used in
   operating activities:
     Cumulative effect of a change in accounting principle              1,201                  --
     Depreciation and amortization                                      7,970               7,773
     Loss on disposal of property and equipment                             1                  41
     Increase in deferred income taxes                                   (431)               (740)
     Increase in inventories                                          (13,113)             (2,076)
     Decrease in accounts payable                                     (12,639)             (6,009)
     Changes in certain other assets and liabilities                     (294)             (5,327)
                                                               --------------      --------------
        Total adjustments                                             (17,305)             (6,338)
                                                               --------------      --------------

        Net cash used in operating activities                         (19,042)             (7,440)
                                                               --------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                (4,710)             (3,617)
   Acquisition of stores                                                   --              (6,532)
   Proceeds from sale of equipment                                         16                  12
                                                               --------------      --------------
        Net cash used in investing activities                          (4,694)            (10,137)
                                                               --------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under credit facilities                                 102,176              96,706
   Repayments under credit facilities                                 (78,278)            (78,112)
   Proceeds from sale of common stock, net                                126                  83
   Purchase of treasury stock                                              --              (2,258)
                                                               --------------      --------------
        Net cash provided by financing activities                      24,024              16,419
                                                               --------------      --------------

Net increase (decrease) in cash and cash equivalents                      288              (1,158)
Cash and cash equivalents at beginning of period                        5,212               5,124
                                                               --------------      --------------

Cash and cash equivalents at end of period                     $        5,500      $        3,966
                                                               ==============      ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the twenty-six week period for:
            Interest                                           $        1,787      $        1,909
            Income taxes, net of refunds                       $        1,890      $        1,069
</Table>


                             SEE ACCOMPANYING NOTES


                                       5
<PAGE>


                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
of Books-A-Million, Inc. and its subsidiaries (the "Company") for the thirteen
and twenty-six week periods ended August 3, 2002 and August 4, 2001, have been
prepared in accordance with accounting principles generally accepted in the
United States ("GAAP") for interim financial information and are presented in
accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. These financial statements should be
read in conjunction with the Company's most recently available annual report. In
the opinion of management, the financial statements included herein contain all
adjustments (consisting only of normal recurring adjustments, except for the
restatement and change in accounting principle as discussed in Note 10 and Note
11, respectively) considered necessary for a fair presentation of the Company's
financial position as of August 3, 2002, and the results of its operations and
cash flows for the thirteen and twenty-six week periods ended August 3, 2002 and
August 4, 2001. Certain prior year amounts have been reclassified to conform to
current year presentation.

         The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
amounts could differ from those estimates and assumptions.

         The Company has also experienced, and expects to continue to
experience, significant variability in sales and net income from quarter to
quarter. Therefore, the results of the interim periods presented herein are not
necessarily indicative of the results to be expected for any other interim
period or the full year.


2. NET INCOME (LOSS) PER SHARE

         Basic net income (loss) per share ("EPS") is computed by dividing
income (loss) available to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
are exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the Company. Diluted EPS has
been computed based on the average number of shares outstanding including the
effect of outstanding stock options, if dilutive, in each respective thirteen
and twenty-six week period. A reconciliation of the weighted average shares for
basic and diluted EPS is as follows:

<Table>
<Caption>
                                                    For the Thirteen Weeks Ended
                                                           (in thousands)
                                                 August 3, 2002     August 4, 2001
                                                 --------------     --------------
<S>                                              <C>                <C>
Weighted average shares outstanding:
Basic                                                    16,199             16,773
Dilutive effect of stock options outstanding                 --                 --
                                                 --------------     --------------
Diluted                                                  16,199             16,773
                                                 ==============     ==============
</Table>


<Table>
<Caption>
                                                   For the Twenty-Six Weeks Ended
                                                           (in thousands)
                                                 August 3, 2002     August 4, 2001
                                                 --------------     --------------
<S>                                              <C>                <C>
Weighted average shares outstanding:
Basic                                                    16,181             17,047
Dilutive effect of stock options outstanding                 --                 --
                                                 --------------     --------------
Diluted                                                  16,181             17,047
                                                 ==============     ==============
</Table>

         Options outstanding of 2,399,000 and 2,165,500 for the thirteen and
twenty-six weeks ended August 3, 2002 and August 4, 2001 were not included in
the table above as they were anti-dilutive.


                                       6
<PAGE>


                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


3. DERIVATIVE AND HEDGING ACTIVITIES

         The Company is subject to interest rate fluctuations involving its
credit facilities and debt related to an Industrial Development Revenue Bond
(the "Bond"). However, the Company uses both fixed and variable debt to manage
this exposure. On February 9, 1998, the company entered into an interest rate
swap agreement with a five-year term that carries a notional principal amount of
$30.0 million. The swap effectively fixes the interest rate on $30.0 million of
variable rate debt at 7.41%, and expires February 2003. The Company became party
to two separate $10 million swaps on July 24, 2002. Both expire August 2005 and
effectively fixes the interest rate on $20 million of variable debt at 5.13%. In
addition, the Company entered into a $7.5 million interest rate swap in May 1996
that effectively fixes the interest rate on the Bond at 7.98%, and expires in
June 2006. The counter parties to the interest rate swaps are two of the
Company's primary banks. The Company believes the credit and liquidity risk of
the counter parties failing to meet their obligations is remote as the Company
settles its interest position with the banks on a quarterly basis.

         The Company's hedges are designated as cash flow hedges. Cash flow
hedges protect against the variability in future cash outflows of current or
forecasted debt. Interest rate swaps that convert variable payments to fixed
payments are cash flow hedges. The changes in the fair value of these hedges are
reported on the balance sheet with a corresponding adjustment to either
accumulated other comprehensive income (loss) or in earnings, depending on the
type of hedging relationship. Over time, the unrealized gains and losses held in
accumulated other comprehensive income (loss) may be realized and reclassified
to earnings.

         The derivative instruments are classified as Other Long-Term
Liabilities in the accompanying condensed consolidated balance sheets at their
fair value of $2.2 million and $1.5 million as of August 3, 2002 and February 2,
2002, respectively. For the thirteen weeks ended August 3, 2002 and August 4,
2001, respectively, adjustments of $230,000 (net of tax benefit of $141,000) and
$145,000 (net of tax benefit of $90,000) and in the twenty-six weeks ended
August 3, 2002 and August 4, 2001, respectively, adjustments of $109,000 (net of
tax benefit of $68,000) and $906,000 (net of tax benefit of $555,000) were
recorded as unrealized gains or losses in accumulated other comprehensive income
(loss) and are detailed in Note 4 below.

4. COMPREHENSIVE INCOME (LOSS)

         Comprehensive income (loss) is net income or loss, plus certain other
items that are recorded directly to stockholders' equity. The only such
items currently applicable to the Company are the unrealized gains (losses) on
the derivative instruments explained in Note 3, as follows:


<Table>
<Caption>
                                                                     Thirteen Weeks Ended               Twenty-Six Weeks Ended
                                                               --------------------------------    --------------------------------
                                                                         (in thousands)                       (in thousands)
                                                               --------------------------------    --------------------------------
COMPREHENSIVE INCOME (LOSS)                                    August 3, 2002    August 4, 2001    August 3, 2002    August 4, 2001
---------------------------                                    --------------    --------------    --------------    --------------
<S>                                                            <C>               <C>               <C>               <C>
Net loss                                                       $         (425)   $         (735)   $       (1,737)   $       (1,102)

                                                               --------------    --------------    --------------    --------------
Cumulative effect of accounting change for
derivatives instruments, net of deferred tax
benefit of ($285).                                                         --                --                --              (465)
                                                               --------------    --------------    --------------    --------------
Unrealized gains (losses) on derivative instruments, net of
deferred tax provision (benefit) for the thirteen week periods
of ($141) and ($90), respectively, and the twenty-six week
periods of ($68) and ($270), respectively.                               (230)             (145)             (109)             (441)
                                                               --------------    --------------    --------------    --------------

Total comprehensive loss                                       $         (655)   $         (880)   $       (1,846)   $       (2,008)
                                                               ==============    ==============    ==============    ==============
</Table>


                                       7
<PAGE>


                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

5. CONTINGENCIES

         The Company is a party to various legal proceedings incidental to its
business. In the opinion of management, after consultation with legal counsel,
the ultimate liability, if any, with respect to those proceedings is not
presently expected to materially affect the financial position, results of
operations or cash flows of the Company.


6. GOODWILL

         During fiscal 2002, goodwill was amortized on a straight-line basis
over its estimated periods to be benefited. On February 3, 2002, the Company
adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill
and Other Intangible Assets", in its entirety. Pursuant to such adoption, the
Company did not amortize any goodwill during the second quarter of fiscal 2003.
The Company has recorded amortization expense on goodwill of approximately
$43,000 for fiscal 2000, 2001 and 2002. The amount of amortization expense that
would have been recorded in future years if SFAS No. 142 was not adopted on
February 3, 2002 would be approximately $43,000 per year through fiscal 2034.


         The Company is required to assess goodwill for impairment annually, or
more frequently if circumstances indicate impairment may have occurred. The
Company reviewed the carrying value of its goodwill by comparing such amount to
its estimated fair value utilizing a discounted cash flow model and determined
that the carrying amount of such asset did not exceed its fair value.
Accordingly, the initial implementation of this statement did not impact the
Company's consolidated financial statements.


7. ACQUISITION OF STORES

         During March 2001, the Company acquired inventory and lease-rights of
eighteen stores from Crown Books Corporation for $6.5 million (which was
allocated predominantly to inventories). The stores are located in the Chicago,
Illinois and Washington, D.C. metropolitan areas. The results of operations for
these stores were reflected in the consolidated financial statements beginning
in the first quarter of fiscal 2002. Pro-forma information is not presented as
it would not differ materially from the actual reflected results.


8. BUSINESS SEGMENTS

         The Company has two reportable segments: retail and electronic commerce
trade. The retail trade segment is a strategic business segment that is engaged
in the retail trade of mostly book merchandise and includes the Company's
distribution center operations, which predominantly supplies merchandise to the
Company's retail stores. The electronic commerce trade segment is a strategic
business segment that transacts business over the internet and is managed
separately due to divergent technology and marketing requirements.

         The accounting policies of the segments are substantially the same as
those described in the Company's most recently available Annual Report. The
Company evaluates performance of the segments based on profit and loss from
operations before interest and income taxes. Certain intersegment cost
allocations have been made based upon consolidated and segment revenues.


                                       8
<PAGE>


                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


<Table>
<Caption>
SEGMENT INFORMATION (IN THOUSANDS)         Thirteen Weeks Ended                Twenty-Six Weeks Ended
                                      --------------------------------    --------------------------------
NET SALES                             August 3, 2002    August 4, 2001    August 3, 2002    August 4, 2001
                                      --------------    --------------    --------------    --------------
<S>                                   <C>               <C>               <C>               <C>
     Retail Trade                     $      103,503    $      102,378    $      203,230    $      198,525

     Electronic Commerce Trade                 5,272             4,585            11,142             9,516

     Intersegment Sales Elimination           (4,121)           (3,063)           (8,407)           (6,561)
                                      --------------    --------------    --------------    --------------

         Total Sales                  $      104,654    $      103,900    $      205,965    $      201,480
                                      ==============    ==============    ==============    ==============

OPERATING INCOME (LOSS)

     Retail Trade                     $          460    $          251    $        1,429    $        1,414

     Electronic Commerce Trade                  (153)             (340)             (396)             (800)

     Intersegment Elimination of
     Certain Costs                                 8                46                36                18
                                      --------------    --------------    --------------    --------------

         Total Operating Income
         (Loss)                       $          315    $          (43)   $        1,069    $          632
                                      ==============    ==============    ==============    ==============
</Table>


<Table>
<Caption>
                                                                               As of             As of
ASSETS                                                                   August 3, 2002    February 2, 2002
                                                                         --------------    ----------------
<S>                                                                      <C>               <C>
     Retail Trade                                                        $      300,707    $        293,567

     Electronic Commerce Trade                                                    1,836               1,939

     Intersegment Asset Elimination                                                (572)               (648)
                                                                         --------------    ----------------

         Total Assets                                                    $      301,971    $        294,858
                                                                         ==============    ================
</Table>


                                       9
<PAGE>

                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


9. RECENT ACCOUNTING PRONOUNCEMENTS

         SFAS No. 144 superseded SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and the
accounting and reporting provisions of Accounting Principles Board Opinion No.
30, "Reporting the Results of Operations and Transactions"--"Reporting the
Effects of Disposal of a Segment of a Business," and "Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" for the disposal of a segment of
a business. SFAS No. 144 also amended Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. The Company
adopted SFAS No. 143 and SFAS No. 144 on February 3, 2002, which did not have a
material impact on financial condition, results of operations or cash flows.

         In June of 2002, FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition
of Certain Employee Termination Benefits and Other Costs to Exit an Activity."
SFAS No. 146 requires that a liability for a cost associated with an exit or
disposal activity be recognized and measured initially at fair value only when
the liability is incurred. The provisions of SFAS No. 146 are effective for exit
or disposal activities initiated after December 31, 2002. Management is in the
process of analyzing this statement for the impact on future transactions.

10. RESTATEMENT

         Subsequent to the issuance of the Company's quarterly fiscal 2003
financial statements and fiscal 2002 annual financial statements, the Company
determined that it was necessary to restate its fiscal 2003 quarterly filings
and its fiscal 2002 annual financial statements to adjust the accounting
treatment of its Millionaire's Club Card. As a result, the Company now defers
and amortizes the revenue from its Millionaire's Club Card based upon the
historical usage of the card over the 12-month life. Related deferred revenue is
included in accrued expenses. Such revenue was previously recorded when received
from the customer.

         The Company has also reclassified certain vendor allowances totaling
$1,234,000 and $1,078,000 for the thirteen weeks ended August 3, 2002 and August
4, 2001, respectively, previously reported as a reduction of selling expenses,
to reduce cost of products sold. For the twenty-six weeks ended August 3, 2002
and August 4, 2001, respectively, the Company reclassified certain vendor
allowances totaling $2,398,000 and $1,929,000, previously reported as a
reduction of selling expenses, to reduce cost of products sold.

         The accompanying consolidated financial statements have also been
restated to reflect the adoption of EITF No. 02-16 as if this cumulative effect
of the change had been previously presented in the first quarter of fiscal 2003
as discussed in Note 11.

         The following are reconciliations of the Company's balance sheet
amounts and results of operations from financial statements previously filed
(after certain reclassifications) to the restated and condensed consolidated
financial statements (in thousands, except per share amounts):

CONDENSED CONSOLIDATED BALANCE SHEET AS OF AUGUST 3, 2002

<Table>
<Caption>
                                                   AS PREVIOUSLY
                                              REPORTED, AFTER CERTAIN
                                                 RECLASSIFICATIONS        ADJUSTMENTS         AS RESTATED
                                              -----------------------     -----------         -----------
<S>                                           <C>                         <C>                 <C>
INVENTORIES (ASSET) (1)                               $   223,269         $    (1,240)        $   222,029

DEFERRED INCOME TAXES  (ASSET) (1)                          5,656               1,067               6,723

ACCRUED EXPENSES                                           22,453               1,568              24,021

RETAINED EARNINGS                                     $    56,930         $    (1,741)         $   55,189
</Table>

(1) The adjustments associated with these captions include the impact of the
change in accounting principle discussed in Note 11.

                                       10
<PAGE>


                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEET AS OF FEBRUARY 2, 2002

<Table>
<Caption>
                                                   AS PREVIOUSLY
                                              REPORTED, AFTER CERTAIN
                                                 RECLASSIFICATIONS        ADJUSTMENTS         AS RESTATED
                                              -----------------------     -----------         -----------
<S>                                           <C>                         <C>                 <C>
DEFERRED INCOME TAXES  (ASSET)                        $     4,894         $       636         $     5,530

ACCRUED EXPENSES                                           22,769               1,673              24,442

RETAINED EARNINGS                                     $    57,963         $    (1,037)        $    56,926
</Table>

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THIRTEEN WEEKS ENDED AUGUST 3, 2002


<Table>
<Caption>
                                                   AS PREVIOUSLY
                                              REPORTED, AFTER CERTAIN
                                                 RECLASSIFICATIONS        ADJUSTMENTS         AS RESTATED
                                              -----------------------     -----------         -----------
<S>                                           <C>                         <C>                 <C>
NET SALES                                             $   104,669         $       (15)        $   104,654

COST OF PRODUCTS SOLD, INCLUDING  WAREHOUSE
DISTRIBUTION AND STORE OCCUPANCY COSTS                     77,872              (1,431)             76,441

GROSS PROFIT                                               26,797               1,416              28,213

OPERATING, SELLING AND ADMINISTRATIVE EXPENSES             22,901               1,025              23,926

OPERATING INCOME (LOSS)                                       (76)                391                 315

LOSS BEFORE INCOME TAXES                                   (1,076)                391                (685)

INCOME TAXES BENEFIT                                         (409)                149                (260)

NET LOSS                                                     (667)                242                (425)

NET LOSS PER SHARE - BASIC                                  (0.04)               0.01               (0.03)

NET LOSS PER SHARE - DILUTED                          $     (0.04)        $      0.01         $     (0.03)
</Table>


CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THIRTEEN WEEKS ENDED AUGUST 4, 2001

<Table>
<Caption>
                                                   AS PREVIOUSLY
                                              REPORTED, AFTER CERTAIN
                                                 RECLASSIFICATIONS        ADJUSTMENTS         AS RESTATED
                                              -----------------------     -----------         -----------
<S>                                           <C>                         <C>                 <C>
NET SALES                                             $   104,011         $      (111)        $   103,900

COST OF PRODUCTS SOLD, INCLUDING  WAREHOUSE
DISTRIBUTION AND STORE OCCUPANCY COSTS                     77,169              (1,018)             76,151

GROSS PROFIT                                               26,842                 907              27,749

OPERATING, SELLING AND ADMINISTRATIVE EXPENSES             22,894               1,002              23,896

OPERATING INCOME (LOSS)                                        52                 (95)                (43)

LOSS BEFORE INCOME TAXES                                   (1,090)                (95)             (1,185)

INCOME TAXES BENEFIT                                         (414)                (36)               (450)

NET LOSS                                              $      (676)        $       (59)        $      (735)

NET LOSS PER SHARE - BASIC                                  (0.04)               0.00               (0.04)

NET LOSS PER SHARE - DILUTED                          $     (0.04)        $      0.00         $     (0.04)
</Table>


                                       11
<PAGE>

                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWENTY-SIX WEEKS ENDED AUGUST 3, 2002

<Table>
<Caption>
                                                   AS PREVIOUSLY
                                              REPORTED, AFTER CERTAIN
                                                 RECLASSIFICATIONS        ADJUSTMENTS         AS RESTATED
                                              -----------------------     -----------         -----------
<S>                                           <C>                         <C>                 <C>
NET SALES                                             $   205,845         $       120         $   205,965

COST OF PRODUCTS SOLD, INCLUDING WAREHOUSE
DISTRIBUTION AND STORE OCCUPANCY COSTS (1)                152,879              (2,757)            150,122

GROSS PROFIT                                               52,966               2,877              55,843

OPERATING, SELLING AND ADMINISTRATIVE EXPENSES             44,728               2,076              46,804

OPERATING INCOME                                              268                 801               1,069

LOSS BEFORE INCOME TAXES AND CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING PRINCIPLE                        (1,666)                801                (865)

INCOME TAXES BENEFIT (1)                                     (633)                304                (329)

LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE                                       (1,033)                497                (536)

CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE (1)                                                  --              (1,201)             (1,201)

NET LOSS                                                   (1,033)               (704)             (1,737)

NET LOSS PER SHARE - BASIC:

LOSS BEFORE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE                                                   (0.06)               0.03               (0.03)

CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE (1)                                                  --               (0.08)              (0.08)

NET LOSS                                                    (0.06)              (0.05)              (0.11)

NET LOSS PER SHARE - DILUTED:

LOSS BEFORE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE                                                   (0.06)               0.03               (0.03)

CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE (1)                                                  --               (0.08)              (0.08)

NET LOSS                                              $     (0.06)        $     (0.05)        $     (0.11)
</Table>


(1) The adjustments associated with these captions include the impact of the
change in accounting principle discussed in Note 11.



                                       12
<PAGE>


                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWENTY-SIX WEEKS ENDED AUGUST 4, 2001

<Table>
<Caption>
                                                   AS PREVIOUSLY
                                              REPORTED, AFTER CERTAIN
                                                 RECLASSIFICATIONS        ADJUSTMENTS         AS RESTATED
                                              -----------------------     -----------         -----------
<S>                                           <C>                         <C>                 <C>
NET SALES                                             $   201,501         $       (21)        $   201,480

COST OF PRODUCTS SOLD, INCLUDING  WAREHOUSE
DISTRIBUTION AND STORE OCCUPANCY COSTS                    149,173              (1,835)            147,338

GROSS PROFIT                                               52,328               1,814              54,142

OPERATING, SELLING AND ADMINISTRATIVE EXPENSES             43,905               1,832              45,737

OPERATING INCOME                                              650                 (18)                632

LOSS BEFORE INCOME TAXES                                   (1,759)                (18)             (1,777)

INCOME TAXES BENEFIT                                         (668)                 (7)               (675)

NET LOSS                                                   (1,091)                (11)             (1,102)

NET LOSS PER SHARE - BASIC                                  (0.06)               0.00               (0.06)

NET LOSS PER SHARE - DILUTED                          $     (0.06)        $      0.00         $     (0.06)
</Table>


11. CHANGE IN ACCOUNTING PRINCIPLE

         The Company receives allowances from its vendors from a variety of
programs and arrangements, including placement and co-operative advertising
programs. In the fourth quarter of fiscal 2003, effective February 3, 2002, the
Company adopted Emerging Issues Task Force ("EITF") No. 02-16, "Accounting by a
Customer (including a reseller) for Certain Consideration Received from a
Vendor," which addresses the accounting for vendor allowances. The accompanying
consolidated financial statements have been restated to reflect the adoption of
EITF No. 02-16 as if this cumulative effect of the change had been previously
presented in the first quarter of fiscal 2003. As a result of the adoption of
this statement, vendor allowances in excess of direct costs are reflected as a
reduction of inventory costs and recognized in costs of products sold upon the
sale of the related inventory. The adoption of EITF No. 02-16 is reflected as a
cumulative effect of a change in accounting principle as of February 3, 2002 of
approximately $1.2 million, net of deferred income tax benefit of $736,000, or
$0.07 per diluted share. This change increased net earnings before cumulative
effect of change in accounting principle of $250,000 ($0.02 per basic and
diluted share) and $432,000 ($0.03 per basic and diluted share) for the thirteen
and the twenty-six weeks ended August 3, 2002, respectively. The Company
previously recognized these vendor allowances over the period covered by the
vendor arrangement.


                                       13
<PAGE>

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

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         This document contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve a
number of risks and uncertainties. A number of factors could cause actual
results, performance, achievements of the Company, or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, the competitive environment in the book retail industry
in general and in the Company's specific market areas; inflation; economic
conditions in general and in the Company's specific market areas; the number of
store openings and closings; the profitability of certain product lines, capital
expenditures and future liquidity; liability and other claims asserted against
the Company; uncertainties related to the Internet and the Company's Internet
initiatives; and other factors referenced herein. In addition, such
forward-looking statements are necessarily dependent upon the assumptions,
estimates and dates that may be incorrect or imprecise and involve known and
unknown risks, uncertainties and other factors. Accordingly, any forward-looking
statements included herein do not purport to be predictions of future events or
circumstances and may not be realized. Given these uncertainties, shareholders
and prospective investors are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligations to update any
such factors or to publicly announce the results of any revisions to any of the
forward-looking statements contained herein to reflect future events or
developments.

GENERAL

         The Company was founded in 1917 and currently operates 205 retail
bookstores, including 159 superstores, concentrated in the southeastern United
States.

         The Company's growth strategy is focused on opening superstores in new
and existing market areas, particularly in the Southeast. In addition to opening
new stores, management intends to continue its practice of reviewing the
profitability trends and prospects of existing stores and closing or relocating
under-performing stores or converting stores to different formats.

         The Company determined that it was necessary to restate its fiscal 2002
financial statements to adjust the accounting treatment of its Millionaire's
Club Card. As a result, the Company now defers and amortizes the revenue from
its Millionaire's Club Card based upon the historical usage of the card over the
12-month life. Such revenue was previously recorded when received from the
customer. Additional information related to the restatement of the consolidated
financial statements is included in Note 10. The following discussion and
analysis gives effect to the restatement.

         Effective February 3, 2002, the Company adopted Emerging Issues Task
Force ("EITF") No. 02-16, "Accounting by a Customer (Including a Reseller) for
Certain Consideration Received from a Vendor," which addresses the accounting
for vendor allowances. The accompanying condensed consolidated financial
statements have also been restated to reflect the adoption of EITF No. 02-16 as
if this cumulative effect of a change in accounting principle had been
previously presented in the first quarter of fiscal 2003, as discussed in Note
11.

CRITICAL ACCOUNTING POLICIES

Inventories

         Physical inventories are taken throughout the course of the fiscal
period. Store inventory counts are performed by an independent inventory service
while warehouse inventory counts are performed internally. All physical
inventory counts are reconciled to the Company's records. The Company's accrual
for inventory shortages is estimated based upon historical inventory shortage
results.


         Cost is assigned to store and warehouse inventories using the retail
inventory method. Using this method, store and warehouse inventories are valued
by applying a calculated cost-to-retail ratio to the retail value of
inventories. The retail method is an averaging method that is widely used within
the retail industry. This methodology requires certain significant management
estimates and judgments involving markdowns, the allocation of vendor allowances
and shrinkage. These practices affect ending inventories at cost as well as the
resulting gross margins and inventory turnover ratios.


                                       14
<PAGE>


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


Accrued Expenses

         On a monthly basis, certain material expenses are estimated and accrued
to properly record those expenses in the period incurred. Such estimates are
made for payroll and employee benefits costs, occupancy costs and advertising
expenses among other items. These estimates are made based upon current and
historical results.

         Differences in management's estimates and assumptions could result in
accruals that are materially different from the actual result.


RESULTS OF OPERATIONS

         Net sales increased 0.7% to $104.7 million in the thirteen weeks ended
August 3, 2002, from $103.9 million in the thirteen weeks ended August 4, 2001.
Net sales increased 2.2% to $206.0 million in the twenty-six weeks ended August
3, 2002, from $201.5 million in the twenty-six weeks ended August 4, 2001. The
increase in net sales resulted from three superstores and two newsstands opened
after the second quarter of fiscal 2002 combined with one superstore opened in
each of the first and second quarters of fiscal 2003. In addition, the Company
opened eighteen new stores, acquired from Crown Books Company, that started
operations in the middle part of the first quarter of fiscal 2002.

         Comparable store sales in the second quarter decreased 1.2 % when
compared with the same 13-week period for the prior year. Comparable store sales
for all book categories increased 0.3 % for the quarter. In the twenty-six week
period ended August 3, 2002, comparable store sales decreased 1.0% when compared
with the same period last year. Comparable store sales for all book merchandise,
however, increased 1.6%. The decrease in non-book sales was driven by the
decision to discontinue the sale of music in all stores which contributed to the
overall decrease in total comparable store sales for the quarter.

         Gross profit increased 1.7 % to $28.2 million in the thirteen weeks
ended August 3, 2002 when compared with the same thirteen week period for the
prior year. For the twenty-six weeks ended August 3, 2002, gross profit
increased 3.1% to $55.8 million from $54.1 million in the same period last year.
Gross profit as a percentage of net sales for the thirteen weeks ended August 3,
2002 was 27.0 % versus 26.7% in the same period last year. Gross profit as a
percentage of net sales for the twenty-six weeks ended August 3, 2002 was 27.1%
versus 26.9% in the same period last year. The increase in gross profit stated
as a percent to sales was primarily due to reduced warehouse processing costs as
a percentage of sales.

         Operating, selling and administrative expenses were $23.9 million in
the thirteen week periods ended August 3, 2002 and August 4, 2001, and in the
twenty-six weeks ended August 3, 2002, operating, selling and administrative
expenses increased 2.3% to $46.8 million from $45.7 million in the same period
last year. Operating, selling and administrative expenses as a percentage of net
sales for the thirteen weeks ended August 3, 2002 decreased to 22.9% from 23.0%
in the same period last year. Operating, selling and administrative expenses as
a percentage of net sales for the twenty-six weeks ended August 3, 2002 were
even with last year at 22.7%.

         Depreciation and amortization increased 2.0% to $4.0 million in the
thirteen weeks ended August 3, 2002, from $3.9 million in the thirteen weeks
ended August 4, 2001, and in the twenty-six week period depreciation and
amortization increased 2.5% to $8.0 million from $7.8 million in the same period
last year. The increase in depreciation and amortization is primarily the result
of the increased number of superstores operated by the Company.

         Interest expense was $1.0 million in the thirteen weeks ended August 3,
2002 versus $1.1 million in the same period last year and $1.9 million in the
twenty-six weeks ended August 3, 2002 versus $2.4 million in the same period
last year. The decrease is due to lower interest rates versus last year.

         Effective February 3, 2002, the Company adopted Emerging Issues Task
Force ("EITF") No. 02-16, "Accounting by a Customer (including a reseller) for
Certain Consideration Received from a Vendor," which addresses the accounting
for vendor allowances. The adoption of this accounting principle resulted in a
cumulative after-tax reduction to net income of $1.2 million, or $0.08 per
diluted share.


                                       15
<PAGE>


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

LIQUIDITY AND CAPITAL RESOURCES

         During the first twenty-six weeks of fiscal 2003, the Company's cash
requirements have been funded with cash from operations and with borrowings
under the Company's credit facilities. Similar to many retailers, the Company's
business is seasonal, with its highest retail sales, gross profits and net
income traditionally occurring during the fourth fiscal quarter, reflecting the
increased demand for books and gifts during the year-end, holiday selling
season. Working capital requirements are generally highest during the third
fiscal quarter and the early part of the fourth fiscal quarter due to the
seasonality of the Company's business.

         In July 2002, the Company entered into a revolving credit facility that
allows borrowings up to $100.0 million, for which no principal repayments are
due until the facility expires on July 1, 2005. As of August 3, 2002, $55.3
million was outstanding under these facilities combined. Additionally, as of
August 3, 2002, the Company has outstanding borrowings associated with the
issuance of an industrial revenue bond totaling $7.5 million.

         The Company's capital expenditures totaled $4.7 million in the first
twenty-six weeks of fiscal 2003. These expenditures were primarily used for new
store openings, renovation and improvements to existing stores and investment in
management information systems. Management estimates that capital expenditures
for the remainder of fiscal 2003 will be approximately $13.6 million and that
such amounts will be used primarily for new stores, renovation and improvements
to existing stores, and investments in management information systems.
Management believes that existing cash balances and net cash from operating
activities, together with borrowings under the Company's credit facilities, will
be adequate to finance the Company's planned capital expenditures and to meet
the Company's working capital requirements for the remainder of fiscal 2003.

         The following table lists the aggregate maturities of various classes
of obligations and expiration amounts of various classes of commitments related
to Books-A-Million, Inc. at August 3, 2002 (in thousands):

<Table>
<Caption>
PAYMENTS DUE UNDER CONTRACTUAL OBLIGATIONS

                          Total       FY 2003      FY 2004      FY 2005      FY 2006      FY 2007     Thereafter
                        ---------    ---------    ---------    ---------    ---------    ---------    ----------
<S>                     <C>          <C>          <C>          <C>          <C>          <C>          <C>
Notes payable           $     442    $     355    $      87    $      --    $      --    $      --    $       --

Long-term debt -           55,300           --           --           --       55,300           --            --
revolving
credit facility (1)

Long-term debt -            7,500           --           --                     7,500           --            --
industrial
revenue bond (1)

Subtotal of debt           63,242          355           87           --       62,800           --            --

Operating leases          143,127       14,927       27,184       24,741       21,988       16,973        37,314

Total of obligations    $ 206,369    $  15,282    $  27,271    $  24,741    $  84,788    $  16,973    $   37,314
</Table>

(1) Although the amounts outstanding are not contractually due until fiscal
2004, the Company has classified the portion anticipated to be paid within the
next year as current portion of long-term debt.

RELATED PARTY ACTIVITIES

         Certain stockholders and directors (including certain officers) of the
Company have controlling ownership interests in other entities with which the
Company conducts business. Significant transactions between the Company and
these various other entities ("related parties") are summarized in the following
paragraph.

         The Company purchases a portion of its inventories for resale from
related parties; such purchases were $13.5 million in the twenty-six weeks ended
August 3, 2002, versus $17.2 million in the twenty-six weeks ended August 4,
2001. The decrease in related party purchases is primarily due to lower
purchases of music merchandise. The Company sells a portion of its inventories
to related parties; such sales amounted to $(0.1) million and $1.6 million in
the twenty-six weeks ended August 3, 2002 and August 4, 2001, respectively. This
decrease in related party sales is mostly due to the decision to significantly
reduce bargain books commerce with related parties. The Company also purchases
logistics services from a related party; such services amounted to $8,000 and
$58,000 in the twenty-six weeks ended August 3, 2002 and August 4, 2001,
respectively. Management believes the terms of these related party transactions
are substantially equivalent to those available from unrelated parties and,
therefore, have no significant impact on gross profit.



                                       16
<PAGE>

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


FINANCIAL POSITION

         During the twenty-six weeks ended August 3, 2002, the Company opened
two superstores and closed one Bookland store. Inventory and debt balances at
August 3, 2002 increased as compared to February 2, 2002 due to seasonal
fluctuations in inventory levels.



                                       17
<PAGE>

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


         The Company is subject to interest rate fluctuations involving its
credit facilities. The average amount of debt outstanding under the Company's
credit facilities was $63.4 million during fiscal 2002. However, the Company
utilizes both fixed and variable debt to manage this exposure. On February 9,
1998, the Company entered into an interest rate swap agreement, with a five-year
term, which carries a notional principal amount of $30.0 million. The swap
effectively fixes the interest rate on $30.0 million of variable rate debt at
7.41%. The swap agreement expires on February 11, 2003. The Company became party
to two separate $10 million swaps on July 24, 2002. Both expire August 2005 and
effectively fixes the interest rate on $20 million of variable debt at 5.13%.
Also, on May 14, 1996, the Company entered into an interest rate swap agreement,
with a ten- year term, which carries a notional principal amount of $7.5
million. The swap effectively fixes the interest rate on $7.5 million of
variable rate debt at 7.98%. The swap agreement expires on June 7, 2006. The
counter parties to the interest rate swaps are parties to the Company's
revolving credit facilities. The Company believes the credit and liquidity risk
of the counter parties failing to meet their obligations is remote as the
Company settles its interest position with the banks on a quarterly basis.



                                       18
<PAGE>


                             II - OTHER INFORMATION

ITEM 1: Legal Proceedings

                  The Company is a party to various legal proceedings incidental
                  to its business. In the opinion of management, after
                  consultation with legal counsel, the ultimate liability, if
                  any, with respect to those proceedings is not presently
                  expected to materially affect the financial position, results
                  of operations or cash flows of the Company.

ITEM 2: Changes in Securities

                  None

ITEM 3: Defaults Upon Senior Securities

                  None

ITEM 4: Submission of Matters of Vote of Security-Holders

                  None

ITEM 5: Other Information

                  None

ITEM 6: Exhibits and Reports on Form 8-K

         (A) Exhibits

                  Exhibit 3i Certificate of Incorporation of Books-A-Million,
                  Inc. (incorporated herein by reference to Exhibit 3.1 in the
                  Company's Registration Statement on Form S-1 (Capital
                  Registration No. 33-52256)

                  Exhibit 3ii By-Laws of Books-A-Million, Inc. (incorporated
                  herein by reference to Exhibit 3.2 in the Company's
                  Registration Statement on Form S-1 (Capital Registration No.
                  33-52256))

                  Exhibit 10.20 Revolving Loan Agreement, dated as of July 1,
                  2002, among Books-A-Million, Inc., Bank of America, as Agent,
                  and the banks party thereto (incorporated by reference to
                  Exhibit 10.20 to issuer's Report 10-Q File 0-20664, filed
                  September 17, 2002).


         (B) Reports on Form 8-K

                  The Company filed two current reports on Form 8-K during the
                  first and second quarters of fiscal 2003 as follows:

                  Current report on 8-K, filed with the Securities and Exchange
                  Commission on June 4, 2002, with respect to the engagement of
                  Deloitte & Touche LLP as its independent accountants for
                  fiscal 2003

                  Current report on Form 8-K, filed with the Securities and
                  Exchange Commission on May 3, 2002, with respect to the
                  dismissal of Arthur Andersen LLP as its independent
                  accountants

                                       19
<PAGE>


                                   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 duly authorized.


                                           BOOKS-A-MILLION, INC.


   Date: May 2, 2003                       by: /s/ Clyde B. Anderson
                                               ---------------------
                                               Clyde B. Anderson
                                               Chief Executive Officer


   Date: May 2, 2003                       by: /s/ Richard S. Wallington
                                               -------------------------
                                               Richard S. Wallington
                                               Chief Financial Officer


                                 CERTIFICATIONS



I, Clyde B. Anderson, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Books-A-Million,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date: May 2, 2003


                                                /s/ Clyde B. Anderson
                                                -----------------------
                                                Clyde B. Anderson
                                                Chief Executive Officer




I, Richard S. Wallington, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Books-A-Million,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date: May 2, 2003

                                                /s/ Richard S. Wallington
                                                -------------------------
                                                Richard S. Wallington
                                                Chief Financial Officer


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