<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

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

                 For the quarterly period ended: April 29, 2000
                                                 --------------

                                     - 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 April 29, 2000 were 18,091,815 shares.

<PAGE>   2


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

                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
ASSETS                                                                            April 29, 2000      January 29, 2000
                                                                                  --------------      ----------------
<S>                                                                               <C>                 <C>
CURRENT ASSETS:                                                                   $                   $
   Cash and temporary cash investments                                                     5,121                 4,920
   Accounts receivable, net                                                               12,074                12,942
   Inventories                                                                           205,618               194,624
   Prepayments and other                                                                   3,233                 3,339
   Deferred income taxes                                                                   5,292                 5,084
                                                                                  --------------      ----------------
       TOTAL CURRENT ASSETS                                                              231,338               220,909
                                                                                  --------------      ----------------

PROPERTY AND EQUIPMENT:
   Gross property and equipment                                                          124,938               125,454
   Less-accumulated depreciation and amortization                                         64,415                61,222
                                                                                  --------------      ----------------
       NET PROPERTY AND EQUIPMENT                                                         60,523                64,232
                                                                                  --------------      ----------------

OTHER ASSETS:
   Goodwill, net                                                                           1,442                 1,453
   Other                                                                                     190                   191
                                                                                  --------------      ----------------
       TOTAL OTHER ASSETS                                                                  1,632                 1,644
                                                                                  --------------      ----------------
       TOTAL ASSETS                                                               $      293,493      $        286,785
                                                                                  ==============      ================

LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
   Accounts payable                                                               $       91,560      $        103,505
   Accrued expenses                                                                       17,385                20,970
   Accrued income taxes                                                                      386                 2,092
   Current portion of long-term debt                                                      23,760                   470
                                                                                  --------------      ----------------
       TOTAL CURRENT LIABILITIES                                                         133,091               127,037
                                                                                  --------------      ----------------

LONG TERM DEBT                                                                            35,936                35,936
                                                                                  --------------      ----------------
DEFERRED INCOME TAXES                                                                      2,520                 2,407
                                                                                  --------------      ----------------

STOCKHOLDERS' INVESTMENT:
   Preferred stock, $.01 par value, 1,000,000 shares                                          --                    --
   authorized, no shares outstanding
   Common stock, $.01 par value, 30,000,000 shares authorized, 18,091,815 and
   18,080,646 shares issued and outstanding at
   April 29, 2000 and January 29, 2000, respectively                                         181                   181
   Additional paid-in capital                                                             70,634                70,564
   Less treasury stock at cost (81,600 shares at April 29, 2000                             (252)                 (252)
   and January 29, 2000)
   Retained earnings                                                                      51,383                50,912
                                                                                  --------------      ----------------
       TOTAL STOCKHOLDERS' INVESTMENT                                                    121,946               121,405
                                                                                  --------------      ----------------
       TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT                             $      293,493      $        286,785
                                                                                  ==============      ================
</TABLE>

                             See accompanying notes
                                       2
<PAGE>   3

                      BOOKS-A-MILLION, INC. & SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                         Thirteen Weeks Ended
                                                    -------------------------------
                                                    April 29, 2000      May 1, 1999
                                                    --------------      -----------
<S>                                                 <C>                 <C>
NET SALES                                           $       93,099      $    85,127
   Cost of products sold (including warehouse
   distribution and store occupancy costs) (1)              68,399           62,770
                                                    --------------      -----------

GROSS PROFIT                                                24,700           22,357
   Operating, selling and administrative
     expenses                                               19,257           17,498
   Depreciation and amortization                             3,650            3,342
                                                    --------------      -----------

OPERATING INCOME                                             1,793            1,517
   Interest expense, net                                     1,034            1,017
                                                    --------------      -----------

INCOME BEFORE INCOME TAXES                                     759              500
   Provision for income taxes                                  288              190
                                                    --------------      -----------

NET INCOME                                          $          471      $       310
                                                    ==============      ===========

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC                                  18,005           17,946
                                                    ==============      ===========
NET INCOME PER SHARE - BASIC                        $         0.03      $      0.02
                                                    ==============      ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - DILUTED                                18,083           18,318
                                                    ==============      ===========
NET INCOME PER SHARE - DILUTED                      $         0.03      $      0.02
                                                    ==============      ===========
</TABLE>




(1) Inventory purchases from related parties were $9,901 and $8,676,
respectively, for each of the periods presented above.


                             SEE ACCOMPANYING NOTES

                                       3

<PAGE>   4


                      BOOKS-A-MILLION, INC. & SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                            THIRTEEN WEEKS ENDED
                                                                                      --------------------------------
                                                                                      APRIL 29, 2000       MAY 1, 1999
                                                                                      --------------       -----------
<S>                                                                                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                                         $          471       $       310
                                                                                      --------------       -----------
   Adjustments to reconcile net income to net cash used in operating activities:
     Depreciation and amortization                                                             3,650             3,342
     Loss on disposal of property and equipment                                                  465                68
     Deferred income taxes                                                                       (95)             (201)
     Changes in current assets and liabilities:
        Accounts receivable                                                                      868             2,986
        Inventories                                                                          (10,994)          (14,172)
        Prepayments and other                                                                     91              (432)
        Accounts payable                                                                     (11,945)          (10,116)
        Accrued income taxes                                                                  (1,706)             (476)
        Accrued expenses                                                                      (3,590)           (2,882)
                                                                                      --------------       -----------
        Total adjustments                                                                    (23,256)          (21,883)
                                                                                      --------------       -----------

        Net cash used in operating activities                                                (22,785)          (21,573)
                                                                                      --------------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                         (387)           (1,873)
   Proceeds from sale of equipment                                                                13             1,718
                                                                                      --------------       -----------
        Net cash used in investing activities                                                   (374)             (155)
                                                                                      --------------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under credit facilities                                                         56,533            50,191
   Repayments under credit facilities                                                        (33,243)          (27,220)
   Proceeds from sale of common stock, net                                                        70               174
                                                                                      --------------       -----------

        Net cash provided by financing activities                                             23,360            23,145
                                                                                      --------------       -----------

Net increase in cash and temporary cash investments                                              201             1,417
Cash and temporary cash investments at beginning of period                                     4,920             4,322
                                                                                      --------------       -----------

Cash and temporary cash investments at end of period                                  $        5,121       $     5,739
                                                                                      ==============       ===========
Supplemental Disclosures of Cash Flow Information:
   Cash paid during the quarter for:
        Interest                                                                      $          968       $       958
        Income taxes, net of refunds                                                  $        2,090       $       925
                                                                                      ==============       ===========
</TABLE>

                             SEE ACCOMPANYING NOTES


                                       4
<PAGE>   5

                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.  BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements of
Books-A-Million, Inc. and its Subsidiaries (the "Company") for the thirteen week
periods ended April 29, 2000 and May 1, 1999, have been prepared in accordance
with U.S. generally accepted accounting principles 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 U.S. generally accepted accounting
principles for complete financial statements. These financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto for the fiscal year ended January 29, 2000, included in the Company's
2000 Annual Report on Form 10-K. In the opinion of management, the consolidated
financial statements included herein contain all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair presentation of
the Company's financial position as of April 29, 2000, and the results of its
operations and cash flows for the thirteen week period then ended. Certain prior
year amounts have been reclassified to conform to current year presentation.

         The Company has 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 PER SHARE

         Basic net income per share ("EPS") excludes dilution and is computed by
dividing income 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
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)
                                                                                  April 29, 2000      May 1, 1999
                                                                                  --------------      -----------
<S>                                                                               <C>                 <C>
Weighted average shares outstanding:
Basic                                                                                     18,005           17,946
Dilutive effect of stock options outstanding                                                  78              372
                                                                                  --------------      -----------
Diluted                                                                                   18,083           18,318
                                                                                  --------------      -----------
</TABLE>

         Options outstanding of 1,056,000 and 117,000 for the thirteen weeks
ended April 29, 2000 and May 1, 1999, respectively, were not included in the
table above as they were anti-dilutive.

                                       5
<PAGE>   6

                     BOOKS-A-MILLION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.  PENDING ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities, which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. In June
1999, the FASB issued SFAS No. 137, Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133,
which amends FASB Statement No. 133 to be effective for all fiscal years
beginning after June 15, 2000 (February 4, 2001, for Books-A-Million, Inc.).
Management does not expect this statement to have a material effect on the
Company's consolidated financial statements.

 4.  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 or results of
operations of the Company.

                                       6
<PAGE>   7

                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.

RESULTS OF OPERATIONS

         Net sales increased 9.4% to $93.1 million in the thirteen weeks ended
April 29, 2000, from $85.1 million in the thirteen weeks ended May 1, 1999. The
increase in net sales resulted from new store sales combined with comparable
store sales increase of 6.2% for the thirteen weeks ended April 29, 2000. During
the thirteen weeks ended April 29, 2000, one superstore was opened and one
superstore and one Bookland store were closed.

         Gross profit increased $2.3 million or 10.5% to $24.7 million in the
thirteen weeks ended April 29, 2000 from $22.4 million in the thirteen weeks
ended May 1, 1999. Gross profit as a percentage of net sales for the thirteen
weeks ended April 29, 2000 was relatively constant at 26.5% versus 26.3% in the
same period last year. The increase was due to lower occupancy costs as a
percentage of sales compared to last year.

         Operating, selling and administrative expenses increased $1.8 million
or 10.1% to $19.3 million in the thirteen weeks ended April 29, 2000, from $17.5
million in the thirteen weeks ended May 1, 1999. Operating, selling and
administrative expenses as a percentage of net sales for the thirteen weeks
ended April 29, 2000, increased slightly to 20.7% from 20.6% in the same period
last year.

         Depreciation and amortization increased $0.4 million or 9.2% to $3.7
million in the thirteen weeks ended April 29, 2000, from $3.3 million in the
thirteen weeks ended May 1, 1999. The increase in depreciation and amortization
is primarily the result of the increased number of superstores operated by the
Company.

         Interest expense was constant with last year at $1.0 million in the
thirteen weeks ended April 29, 2000 and May 1, 1999.

                                       7
<PAGE>   8

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


LIQUIDITY AND CAPITAL RESOURCES

         During the first thirteen weeks of fiscal 2000, the Company's cash
requirements have been funded with net 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.

         The Company has a revolving credit facility that allows borrowings up
to $90 million for which no principal repayments are due until the facility
expires on June 18, 2003, and an unsecured working capital line of credit for
$10 million, which is subject to annual renewal. As of April 29, 2000, $50.8
million was outstanding under these facilities combined. Both credit facilities
have certain financial and non-financial covenants with which the Company is in
compliance. Additionally, as of April 29, 2000, the Company has outstanding
borrowings associated with the issuance of an industrial revenue bond totaling
$7.5 million.

         The Company's capital expenditures totaled $0.4 million during the
first thirteen weeks of fiscal 2001. These expenditures were primarily used for
new store expenditures and warehouse distribution purposes. Management estimates
that capital expenditures for the remainder of fiscal 2001 will be approximately
$16.9 million, and that such amounts will be used primarily for new stores,
renovation and improvements to existing stores, expansion of existing warehouse
facilities, 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 2001.

         When necessary, the Company establishes certain reserves for the
closing of under-performing stores. Management feels that this year's activity
will not significantly vary from the number of closings in the prior year.

RELATED PARTY ACTIVITIES

         Certain principal stockholders 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 $9.9 million in the thirteen weeks ended
April 29, 2000, versus $8.7 million in the thirteen weeks ended May 1, 1999. The
increase in related party purchases is primarily due to increased purchases of
collectors merchandise. The Company sells a portion of its inventories to
related parties; such sales amounted to $1.2 million and $0.5 million in the
thirteen weeks ended April 29, 2000 and May 1, 1999, respectively. This increase
in related party sales is primarily due to increased sales of bargain books to
related parties. The Company also purchases logistics services from a related
party; such services amounted to $123,000 and $101,000 in the thirteen weeks
ended April 29, 2000 and May 1, 1999, 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.

FINANCIAL POSITION

         During the thirteen weeks ended April 29, 2000, the Company opened one
superstore and closed one superstore and one Bookland store. Inventory and debt
balances at April 29, 2000 increased as compared to January 29, 2000 due to
seasonal fluctuations in inventory levels and the new superstore opened during
the first quarter of fiscal 2001.

                                       8
<PAGE>   9

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

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 $61.6 million during fiscal 2000. 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
6.78%. The swap agreement expires on February 9, 2003. The counter party to the
interest rate swap is one of the Company's primary banks. The Company believes
the credit and liquidity risk of the counter party failing to meet its
obligation is remote as the Company settles its interest position with the bank
on a quarterly basis.

                                       9
<PAGE>   10

                             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 or
                  results of operations 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

     - Date of Meeting - June 6, 2000
     - Annual Meeting
     - Name of each director elected at meeting:
             Clyde B. Anderson
             Ronald G. Bruno
     - Name of each director whose term of office as director continued after
       the meeting:
             Charles C. Anderson
             J. Barry Mason
             Terry C. Anderson
     - Other matters voted on at Annual Meeting
             i.)      Ratify the appointment by the Audit Committee of the Board
                      of Directors of Arthur Andersen LLP to serve as the
                      Company's independent auditor for fiscal 2001.
     -        Results of votes:

<TABLE>
<CAPTION>
                                    Number of Votes Cast      Number of Votes Cast      Number of Votes
                                            For                      Against            Abstaining
   ----------------------------------------------------------------------------------------------------
   <S>                              <C>                       <C>                       <C>
   Election of
   Clyde B. Anderson                16,759,847                354,887                   --
   ----------------------------------------------------------------------------------------------------
   Ronald G. Bruno                  16,828,903                285,831                   --
   ----------------------------------------------------------------------------------------------------
   Item i.) above                   16,916,512                182,269                   15,953
   ----------------------------------------------------------------------------------------------------
</TABLE>

ITEM 5:  Other Information

                  None



                                      10
<PAGE>   11


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 27 Financial Data Schedule (for SEC use only)

(B)      Reports on Form 8-K

                  There were no reports filed on Form 8-K during the thirteen
week period ended April 29, 2000

                                       11
<PAGE>   12

                                   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: June 13, 2000                 by:/s/ Clyde B. Anderson
                                       -------------------------
                                    Clyde B. Anderson
                                    Chief Executive Officer



Date: June 13, 2000                 by:/s/ Richard S. Wallington
                                       -------------------------
                                    Richard S. Wallington
                                    Chief Financial Officer