<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                   FORM 10-Q

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

                        For the quarterly period ended
                                March 31, 2001

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
            (Exact name of registrant as specified in its charter)

                          Commission File No. 333-3338

         Minnesota                                         41-1540241
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                         Identification No.)
                             ____________________

                        ADAMS OUTDOOR ADVERTISING, INC.
            (Exact name of registrant as specified in its charter)

                        Commission File No. 333-3338-01

       Minnesota                                           41-1540245
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                         Identification No.)


                       1380 West Paces Ferry Road, N.W.
                             Suite 170, South Wing
                               Atlanta, GA 30327
                   (Address of principal executive offices)

                                (404) 233-1366
             (Registrant's telephone number, including area code)

          Securities Registered Pursuant to Section 12(b) of the Act:
                                     None.

          Securities Registered Pursuant to Section 12(g) of the Act:
                         10 3/4% Senior Notes Due 2006

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 classes of
common stock, as of the latest practicable date. (Applicable only to Adams
Outdoor Advertising, Inc.)

Class               Outstanding as of May 14, 2001
-----               ------------------------------
Common Stock,       10,000
$.001 par value
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                        ADAMS OUTDOOR ADVERTISING, INC.

                 Securities and Exchange Commission Form 10-Q
                  for the First Quarter Ended March 31, 2001
<TABLE>
<CAPTION>
                                 INDEX

                                                                                                    Page Number
                                                                                                    -----------
<S>                                                                                                 <C>
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance Sheets of Adams Outdoor
        Advertising Limited Partnership as of
        March 31, 2001 (unaudited) and December 31, 2000............................................         1

        Consolidated Statements of Operations of
        Adams Outdoor Advertising Limited Partnership
        for the quarters ended March 31, 2001
        and 2000 (unaudited)........................................................................         2

        Consolidated Statements of Cash Flows of
        Adams Outdoor Advertising Limited Partnership
        for the three months ended March 31, 2001
        and 2000 (unaudited)........................................................................         3

        Notes to Interim Consolidated Financial Statements of
        Adams Outdoor Advertising Limited Partnership (unaudited)...................................         4

        Balance Sheets of Adams Outdoor
        Advertising, Inc. as of  March 31, 2001 (unaudited)
        and December 31, 2000.......................................................................         6

        Statements of Operations of
        Adams Outdoor Advertising, Inc. for the  quarters ended
        March 31, 2001 and 2000 (unaudited).........................................................         7

        Statements of Cash Flows of
        Adams Outdoor Advertising, Inc. for the
        three months ended March 31, 2001 and 2000 (unaudited) .....................................         8

        Notes to Interim Financial Statements of
        Adams Outdoor Advertising, Inc. (unaudited).................................................         9

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations.........................................................        10
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
PART II. OTHER INFORMATION
<S>                                                                    <C>

        Item 1. Legal Proceedings....................................  14
        Item 2. Changes in Securities................................  14
        Item 3. Defaults Upon Senior Securities......................  14
        Item 4. Submission of Matters to a Vote of Security Holders..  14
        Item 5. Other Information....................................  14
        Item 6. Exhibits and Reports on Form 8-K.....................  14

SIGNATURES...........................................................  15
</TABLE>


                                      ii
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                             March 31,
                                                                               2001          December 31,
                        ASSETS                                              (unaudited)           2000
                                                                            -----------      ------------
<S>                                                                         <C>               <C>
Current assets:
 Cash and cash equivalents                                                    $    908         $  2,217
 Investments                                                                     2,540            2,684
 Accounts receivable, less allowance for doubtful accounts of
   $788 and $1,209 at March 31, 2001 and December 31, 2000,
   respectively                                                                 13,355           10,185
 Receivables from related parties                                                   73            1,234
 Inventories                                                                       465              413
 Prepaid rent                                                                    3,902            3,553
 Prepaid expenses                                                                1,533            1,272
                                                                              --------         --------
   Total current assets                                                         22,776           21,558

Property, plant and equipment, net                                              79,123           61,257
Goodwill and intangible assets, net                                             42,195           42,544
Other assets                                                                       142              113
                                                                              --------         --------
                                                                              $144,236         $125,472
                                                                              ========         ========
                LIABILITIES AND PARTNERS' DEFICIT

Current liabilities:
 Current portion of long-term debt                                            $ 80,342         $ 56,406
 Notes payable to officers                                                       5,133            5,133
 Accounts payable                                                                1,469            1,167
 Interest payable                                                                  895            3,218
 Accrued expenses and other liabilities                                          3,269            4,532
 Deferred compensation                                                             241              241
                                                                             ---------         --------
   Total current liabilities                                                    91,349           70,697

Long-term debt, less current installments                                       98,764           99,297
Deferred compensation                                                            8,085            7,886
Advances from AOA Holding LLC                                                    6,103            8,697
                                                                             ---------         --------
  Total liabilities                                                            204,301          186,577

Commitments and contingencies

Partners' deficit:
 General partners' deficit                                                     (67,829)         (67,829)
 Limited partners' equity                                                        7,963            6,792
 Foreign currency adjustment                                                      (198)             (68)
                                                                             ---------         --------
  Total partners' deficit                                                      (60,065)         (61,105)
                                                                             ---------         --------
                                                                             $ 144,236         $125,472
                                                                             =========         ========
</TABLE>

 See accompanying notes to unaudited interim consolidated financial statements.

                                       1
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                            Quarter Ended
                                              March 31,
                                          2001        2000
                                         ------      ------
<S>                                      <C>       <C>
Gross Revenues                          $ 21,731    $17,330
 Less agency commissions                   1,706      1,452
                                        --------    -------
   Net outdoor advertising revenue        20,025     15,877

Operating expenses:
 Direct advertising expenses              10,383      8,476
 Corporate general and administrative         10        705
 Depreciation and amortization             2,575      1,602
 Deferred compensation                       366        360
                                         -------    -------
   Total operating expenses               13,334     11,143
                                         -------    -------
   Operating income                        6,691      4,735
                                         -------    -------
Other expenses (income):
 Interest expense                          4,711      3,257
 Interest expense - related parties          545        112
 Other expense (income), net                 133        (10)
 Gain on disposals of property, plant
  and equipment, net                          (2)        (1)
                                         -------    -------
   Total other expenses                    5,388      3,357
                                         -------    -------
   Income before taxes                     1,303      1,378

   Income tax provision                      134          -
                                         -------    -------
   Net income                            $ 1,169    $ 1,378
                                         =======    =======
</TABLE>

See accompanying notes to unaudited interim financial statements.

                                       2
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                         March 31,
                                                                      2001       2000
                                                                    --------   -------
<S>                                                                 <C>        <C>
Cash flows from operating activities:
 Net Income                                                         $  1,169   $ 1,378
 Adjustments to reconcile net income to cash
  provided by operating activities:
   Depreciation                                                        2,055     1,554
   Amortization of goodwill and intangible assets                        739       192
   Deferred compensation expense                                         366       435
   Payments of deferred compensation                                    (167)     (509)
   Barter income                                                          (5)      (89)
   Gain on disposals of property, plant and
    equipment, net                                                        (2)        -
   Gain on foreign currency exchange                                    (129)        -
   Change in unrealized gain on investments                              144         -

   Changes in assets and liabilities:
    Increase in accounts receivable, net                              (2,009)   (3,481)
    (Increase) decrease in inventories                                   (53)       10
    Increase in prepaid rent and other prepaid expenses                 (639)     (376)
    (Decrease) increase in accounts payable and accrued expenses        (956)      283
    Decrease in interest payable                                      (2,323)   (2,548)
                                                                    --------   -------
     Net cash used in operating activities                            (1,808)   (3,151)

Cash flows from investing activities:
    Additions to property, plant and equipment                        (1,172)   (2,351)
    Proceeds from sale of property, plant
      and equipment                                                        2         7
    Purchase of PNE Media                                            (19,140)        -
                                                                    --------   -------
     Net cash used in investing activities                           (20,310)   (2,344)

Cash flows from financing activities:
    Payments on long-term debt                                        (4,402)   (6,387)
    Advances on revolving line of credit                              27,804    14,594
    Advances from parent company, net                                 (2,594)   (2,596)
                                                                    --------   -------
     Net cash provided by financing activities                        20,808     5,611
                                                                    --------   -------

     Net (decrease) increase in cash and cash equivalents             (1,309)      116

Cash and cash equivalents at beginning of period                       2,217     1,616
                                                                    --------   -------
Cash and cash equivalents at end of period                          $    908   $ 1,732
                                                                    ========   =======
</TABLE>
 See accompanying notes to unaudited interim consolidated financial statements.

                                       3
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2001
                                  (Unaudited)

(1) Basis of Presentation

  The accompanying unaudited consolidated financial statements included herein
have been prepared by Adams Outdoor Advertising Limited Partnership (the
"Company") in accordance with the instructions for Form 10-Q and therefore, do
not include all information and footnotes necessary for a fair presentation of
financial position, results of operations, and cash flows in conformity with
generally accepted accounting principles. However, in the opinion of management,
all adjustments, which consist of normal recurring accruals necessary for a fair
presentation of the information for the periods described, have been made.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been considered or omitted pursuant to such rules and
regulations. Although the Company believes that the disclosures are adequate to
make the information presented not misleading, it is suggested that these
consolidated financial statements be read in conjunction with the Company's 2000
Annual Report on Form 10-K. Certain reclassifications have been made to prior
year amounts to conform with the current year presentation.


(2) Reorganization and Offering


  In May 1999, the Partnerships' majority partner contributed his direct and
indirect interests in the Company and Adams Outdoor Advertising Inc. to a newly
formed Limited Liability Company, AOA Holding LLC ("AOA Holding".) Following the
reorganization, AOA Holding and its 100% owned subsidiary, AOA Capital Corp.,
issued $50 million of 10 3/8% Senior Notes due 2006. The net proceeds from the
offering were used by AOA Holding to make a distribution to its sole member, to
repay $13.5 million of indebtedness of the Company, and to make a $2.5 million
payment to the minority limited partner. Amounts loaned to the Company are non-
interest bearing and are reflected as Advances from AOA Holding LLC in the
accompanying consolidated balance sheets.

  In connection with the reorganization, the partnership agreement was amended
to provide that the limited partnership interest of AOA Holding LLC become a
"priority" interest whereby all limited partner distributions (other than
permitted tax distributions) will be made only to AOA Holding until the notes
are paid in full. In recognition of the change in the partnership agreement, the
company paid to the minority limited partners approximately $2.5 million, which
has been reflected as Other Expense in the accompanying consolidated statements
of operations.


(3) Acquisitions

  On March 9, 2000, two indirect wholly owned subsidiaries of the Company
together acquired all of the outstanding stock of HSP Graphics ("HSP"), a
printing operation headquartered in Canada which was majority-owned by two
officers of the Company. The total amount of consideration was $21,000,000 and
was financed by issuing notes payable to the former owners, bearing interest at
20% and payable over a one-year period. The transaction was accounted for as a
purchase and, as such, the results of HSP's operations have been included in the
Company's financial statements from the date of acquisition. The excess of the
purchase price over the fair value of the net assets acquired, which was
approximately

                                       4
<PAGE>

$20,000,000, was allocated to goodwill and is being amortized on a straight-line
basis over a period of 20 years.

  On June 28, 2000, the Company acquired all of the outstanding stock of Horizon
Outdoor ("Horizon"), an outdoor advertising company in Charlotte, North
Carolina. The total amount of consideration was $17,000,000, consisting of
$15,500,000 in cash and a $1,500,000 note payable to the former owners and
payable over an 18-month period. The transaction was accounted for as a purchase
and, as such, the results of Horizon's operations have been included in the
Company's financial statements from the date of acquisition. The excess of the
purchase price over the fair value of the net assets acquired, which was
approximately $15,900,000, was allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years.

  On January 1, 2001, the Company acquired certain assets of PNE Media ("PNE")
and Four Winds, Inc. ("Four Winds"), both outdoor advertising companies in South
Carolina. The total amount of consideration was $19,000,000 paid in cash. The
transaction was accounted for as a purchase, and, as such, the results of
PNE/Four Wind's operations have been included in the Company's financial
statements from the date of acquisition. The estimated excess of purchase price
over the fair value of the net assets acquired, which was approximately
$500,000, was preliminarily allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years. The purchase price allocation for
PNE/Four Winds is preliminary and is subject to change based upon final
analysis of information the Company has arranged to obtain.

                                       5
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.

                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                               March 31,
                                                                                 2001           December 31,
                           ASSETS                                             (Unaudited)           2000
                                                                            ---------------     ------------
<S>                                                                         <C>                 <C>
Investment............................................................           $   40             $  40
                                                                                 ======             =====
                   STOCKHOLDER'S EQUITY

Preferred stock, $0.001 par value
   Authorized 800,000 shares; no shares issued and outstanding.......            $    -             $   -
Common stock, $0.001 par value
   Authorized 200,000 shares; 10,000 shares issued and outstanding....              100               100
Additional paid-in capital............................................              900               900
Common stock subscribed...............................................             (960)             (960)
                                                                                  -----             -----
                                                                                 $   40             $  40
                                                                                 ======             =====
</TABLE>


        See accompanying notes to unaudited interim financial statements

                                       6
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                              Quarters Ended
                                                                 March 31,
                                                               2001    2000
                                                              ------  ------
<S>                                                          <C>      <C>
Revenues....................................................  $    -  $    -
Expenses....................................................       -       -
                                                              ======  ======
Net income..................................................  $    -  $    -
                                                              ======  ======

</TABLE>

       See accompanying notes to unaudited interim financial statements

                                       7
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>

                                                                                    Three Months Ended
                                                                                         March 31,
                                                                                    ------------------
                                                                                      2001       2000
                                                                                    -------    -------
<S>                                                                                 <C>         <C>
Cash flows from operating activities............................................    $     -     $    -
Cash flows from investing activities............................................          -          -
Cash flows from financing activities............................................          -          -
                                                                                    -------     ------
      Net change in cash........................................................          -          -
Cash at beginning of period.....................................................          -          -
                                                                                    -------     ------
Cash at end of period...........................................................    $     -     $    -
                                                                                    =======     ======
</TABLE>

        See accompanying notes to unaudited interim financial statements

                                       8
<PAGE>

                        ADAMS OUTDOOR ADVERTISING, INC.
                     NOTES TO INTERIM FINANCIAL STATEMENTS
                                 March 31, 2001
                                  (Unaudited)

(1) Basis of Presentation

  The accompanying unaudited financial statements included herein have been
prepared by Adams Outdoor Advertising, Inc. ("AOAI") in accordance with the
instructions for Form 10-Q and, therefore, do not include all information and
footnotes necessary for a fair presentation of financial position, results of
operations, and cash flows in conformity with generally accepted accounting
principles. However, in the opinion of management, all adjustments, which
consist of normal recurring accruals necessary for a fair presentation of the
information for the periods described, have been made. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been considered or
omitted pursuant to such rules and regulations. Although AOAI believes that the
disclosures are adequate to make the information presented not misleading, it is
suggested that these financial statements be read in conjunction with AOAI's
2000 Annual Report on Form 10-K.


(2) Reorganization and Offering


  In May 1999, the Partnerships' majority partner contributed his direct and
indirect interests in Adams Outdoor Advertising Limited Partnership ("AOALP")
and AOAI to a newly formed Limited Liability Company, AOA Holding LLC ("AOA
Holding".) Following the reorganization, AOA Holding and its 100% owned
subsidiary AOA Capital Corp. issued $50 million of 10 3/8% Senior Notes due
2006. The net proceeds from the offering were used by AOA Holding to make a
distribution to its sole member, to repay $13.5 million of indebtedness of
AOALP, and to make a $2.5 million payment to the minority limited partner.

  In connection with the reorganization, the partnership agreement was amended
to provide that the limited partnership interest of AOA Holding LLC become a
"priority" interest whereby all limited partner distributions (other than
permitted tax distributions) will be made only to AOA Holding until the notes
are paid in full. In recognition of the change in the partnership agreement, the
company paid to the minority limited partners approximately $2.5 million.

                                       9
<PAGE>

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

  Except for its interests and activities as managing general partner of Adams
Outdoor Advertising Limited Partnership (the "Company"), Adams Outdoor
Advertising, Inc. ("AOAI") has nominal assets and does not conduct any
operations. Accordingly, the following "Management's Discussion and Analysis of
Financial Condition and Results of Operations" relate to the Company and the
consolidated financial statements of the Company included in this filing.

  Certain matters discussed in this Quarterly Report on Form 10-Q are "forward-
looking statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can generally be identified as such because the
context of the statement will include forward-looking terminology such as
"believes," "anticipates," "expects," "would," "estimate," "continue," or the
negative thereof or variations thereon or comparable terminology. Similarly,
statements that describe the Company's future plans, objectives or goals are
also forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from those anticipated as of the date of this report. Certain of such
risks and uncertainties are described in close proximity to such forward-looking
statements. Other factors that could affect such results, performance or
achievement are set forth in "Risk Factors" in Amendment No. 3 to the Company's
Registration Statement on Form S-4 (Registration No. 333-03338) as updated by
the Company's Annual Report on Form 10-K for the year ended December 31, 2000
including those risks to the Company presented by financial leverage, government
regulation with respect to zoning, competition and general economic conditions.



Results of Operations

Quarter Ended March 31, 2001 Compared With Quarter Ended March 31, 2000
-----------------------------------------------------------------------

  Net revenues (gross revenues net of agency commissions) for the quarter ended
March 31, 2001 of $20.0 million increased by 26.1% from $15.9 million for the
comparable period in 2000. This increase resulted from higher advertising rates
and an increase in the number of displays sold, as well as revenues generated by
HSP, Horizon and PNE during the first quarter of 2001.

  Direct advertising expenses for the quarter ended March 31, 2001 of $10.4
million increased by 22.5% from $8.5 million for the comparable period in 2000.
The increase was attributable to direct costs associated with increased sales
from new displays and an increase in sales commissions due to higher average
rates, as well as direct advertising expenses generated by HSP, Horizon and PNE
during the first quarter of 2001.

  Corporate general and administrative expenses for the quarter ended March 31,
2001 of $10,000 decreased significantly from $705,000 for the comparable period
in 2000. This decrease was attributable to the first quarter 2001 release of
insurance reserves booked in 2000, for which the actual costs were significantly
less than anticipated.  In addition, bonuses which were accrued for in 2000 have
not been and will not be paid.

  Depreciation and amortization for the quarter ended March 31, 2001 of $2.6
million increased by 60.7 % from $1.6 million for the comparable period in 2000.
Depreciation expense increased due to new builds in 2000, as well as the
acquisitions of HSP, Horizon and PNE. Amortization expense increased due to the
amortization of goodwill for HSP and Horizon.

                                       10
<PAGE>

  Deferred compensation expense for the quarter ended March 31, 2001 of $366,000
increased by 1.6% from $360,000 for the comparable period in 2000.

  Interest expense for the quarter ended March 31, 2001 of $5.3 million
increased by 56.0% from $3.4 million for the first quarter of 2000. For the
quarters ended March 31, 2001 and March 31, 2000, the effective interest rates
were 10.7% and 10.2% on average outstanding balances of $171.3 million and
$126.3 million, respectively.

  Net income for the quarter ended March 31, 2001 decreased to $1.2 million from
$1.4 million for the comparable period in 2000 as a result of the items
discussed above.

  Operating Cash Flow is defined as operating income (loss) before (i)
depreciation and amortization expenses and (ii) deferred compensation expense.
As a partnership, the Company is not subject to federal corporate income tax.
Operating Cash Flow is not intended to represent net cash provided by operating
activities as defined by generally accepted accounting principles and should not
be considered as an alternative to net income or loss as an indicator of the
Company's operating performance or to net cash provided by operating, investing
and financing activities as a measure of liquidity or ability to meet cash
needs. The Company believes Operating Cash Flow is a measure commonly reported
and widely used by analysts, investors and other interested parties in the media
industry. Accordingly, this information is disclosed herein to permit a more
complete comparative analysis of the Company's performance relative to other
companies in the media industry. Operating Cash Flow for the quarter ended March
31, 2001 of $9.6 million increased by 43.8% from $6.7 million for the comparable
period in 2000.


Liquidity and Capital Resources

  In 1996, the Company, together with its managing general partner, AOAI, placed
$105,000,000 of their 10 3/4% Senior Notes due 2006 issued under an indenture
(the "Indenture") and entered into a Credit Facility (the "Credit Facility"). As
part of the refinancing, substantially all of the Company's outstanding debt was
refinanced. As a result of the refinancing, the average maturities of the
Company's debt were extended to 2006.

  Historically, the Company's cash needs have arisen from operating expenses
(primarily direct advertising expenses and corporate general and administrative
expenses), debt service, capital expenditures and deferred compensation payments
under phantom stock agreements. As a result of the refinancing, the Company's
interest expense has increased due to the higher weighted average interest rate.

  The Company's primary sources of cash are net cash generated from operating
activities and borrowings under the Credit Facility. The Company's net cash used
in operations decreased to $1.8 million for the three months ended March 31,
2001 from $3.2 million for the three months ended March 31, 2000.

  The Company expects that its capital expenditures during 2001 will be
approximately $29.0 million and will be primarily for new billboard construction
and the upgrading of existing displays. The Company made capital expenditures of
$1.2 million during the three months ended March 31, 2001 compared to $2.4
million during the three months ended March 31, 2000.

  At March 31, 2001 and December 31, 2000, the Company's accrued liability for
deferred compensation payable under phantom stock agreements with key employees
was $5.8 million and $5.4 million, respectively, in the aggregate. The Credit
Facility and the Indenture permit the payment of the

                                       11
<PAGE>

deferred compensation when due, subject to certain annual limitations. Such
payments are scheduled to be paid during the 1998 through 2002 period. During
the three months ended March 31, 2001, payments of deferred compensation totaled
$167,000.

  The Company has revolving credit facilities of up to $80 million, $35 million
secured and $45 million unsecured. At March 31, 2001, the outstanding borrowings
were $79.8 million. Substantially all of the assets of the Company are pledged
to secure indebtedness under the secured credit facility. The agreement
governing the secured credit facility contains a number of covenants that are
more restrictive than those contained in the Indenture, including covenants
requiring the Company to maintain certain financial ratios that become more
restrictive over time. Adverse operating results could cause noncompliance with
one or more of these covenants, reducing the Company's borrowing availability
and, in certain circumstances, entitling the lenders to accelerate the maturity
of outstanding borrowings.

  The Company believes that net cash provided from operations and available
credit under its credit facilities will be sufficient to meet its cash needs for
its current operations, required debt payments, anticipated capital expenditures
and deferred compensation payments for the next twelve months.


Acquisitions

  On March 9, 2000, two indirect wholly owned subsidiaries of the Company
together acquired all of the outstanding stock of HSP Graphics ("HSP"), a
printing operation headquartered in Canada which was majority-owned by two
officers of the Company. The total amount of consideration was $21,000,000 and
was financed by issuing notes payable to the former owners, bearing interest at
20% and payable over a one-year period. The transaction was accounted for as a
purchase and, as such, the results of HSP's operations have been included in the
Company's financial statements from the date of acquisition. The excess of the
purchase price over the fair value of the net assets acquired, which was
approximately $20,000,000, was allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years.

  On June 28, 2000, the Company acquired all of the outstanding stock of Horizon
Outdoor ("Horizon"), an outdoor advertising company in Charlotte, North
Carolina. The total amount of consideration was $17,000,000, consisting of
$15,500,000 in cash and a $1,500,000 note payable to the former owners and
payable over an 18-month period. The transaction was accounted for as a purchase
and, as such, the results of Horizon's operations have been included in the
Company's financial statements from the date of acquisition. The excess of the
purchase price over the fair value of the net assets acquired, which was
approximately $15,900,000, was allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years.

  On January 1, 2001, the Company acquired certain assets of PNE Media ("PNE")
and Four Winds, Inc. ("Four Winds"), both outdoor advertising companies in South
Carolina. The total amount of consideration was $19,000,000 paid in cash. The
transaction was accounted for as a purchase, and, as such, the results of
PNE/Four Wind's operations have been included in the Company's financial
statements from the date of acquisition. The estimated excess of purchase price
over the fair value of the net assets acquired, which was approximately
$500,000, was preliminarily allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years. The purchase price allocation for
PNE/Four Winds is preliminary and is subject to change based upon final analysis
of information the Company has arranged to obtain.

                                       12
<PAGE>

Impact of Inflation

  Though increases in operating costs could adversely affect the Company's
operations, management does not believe that inflation has had a material effect
on operating income during the past several years.


Seasonality

  Although revenues during the first and fourth quarter are slightly lower than
the other quarters, management does not believe that seasonality has a
significant impact on the operations or cash flow of the Company.

  Information contained in this 10-Q including, without limitation, in the
foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations may contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, which can be
identified by the use of forward-looking terminology as "may," "will," "would,"
"expect," "anticipate," "estimate," or "continue" or the negative thereof or
other variations thereon or comparable terminology. Certain factors, including
financial leverage, government regulation with respect to zoning and
restrictions on outdoor advertising by the tobacco industry, competition and
general economic condition could cause actual results to differ materially from
those in such forward-looking statements.


New Accounting Standards

  In September 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In July 1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of Effective Date of FASB Statement No. 133 - An Amendment to FASB
Statement No. 133. This statement delayed the effective date of SFAS No. 133 for
one year and is effective for the Company beginning January 1, 2001. This
statement establishes accounting and reporting standards requiring that every
derivative instrument (including certain instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or a liability
measured at its fair value. The statement requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. The Company has not yet quantified the impact
of adopting SFAS No. 133 and has not determined the timing or method of its
adoption, however it is not expected that adoption will have a material impact
on earnings.

                                       13
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

  None.

ITEM 2. CHANGES IN SECURITIES

  During the period covered by this Report, the constituent instruments defining
the rights of the holders of registered securities were not materially modified,
nor were the rights evidenced by the registered securities limited or qualified
by the issuance or modification of any other class of securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

  During the period covered by this Report, there has been no material default
with respect to any indebtedness of the Registrants.

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

  None.

ITEM 5. OTHER INFORMATION

  None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a) No exhibits are included herein.

  (b) No reports on Form 8-K have been filed during the quarter for which the
      report is filed.

                                       14
<PAGE>

                                 SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: May 14, 2001                 ADAMS OUTDOOR ADVERTISING
                                   LIMITED PARTNERSHIP

                                   By Adams Outdoor Advertising, Inc.
                                   Its General Partner


                                   By  /s/ J. Kevin Gleason
                                   -------------------------------------
                                   J. Kevin Gleason
                                   President and Chief Executive Officer


                                   By  /s/ Abe Levine
                                   -------------------------------------
                                   Abe Levine
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                   ADAMS OUTDOOR ADVERTISING, INC.



                                   By  /s/ J. Kevin Gleason
                                   -------------------------------------
                                   J. Kevin Gleason
                                   President and Chief Executive Officer


                                   By /s/ Abe Levine
                                   -------------------------------------
                                   Abe Levine
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

                                       15