<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
(Mark One)

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

         For the quarterly period ended September 30, 2004
                                        ------------------

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

         For the transition period from __________ to __________

         Commission file number: 0-17287

                         OUTDOOR CHANNEL HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

              DELAWARE                                       33-0074499
  (State or other Jurisdiction of                          (IRS Employer
   incorporation or organization)                      Identification Number)

                      43445 BUSINESS PARK DRIVE, SUITE 113
                           TEMECULA, CALIFORNIA 92590
              (Address and zip code of principal executive offices)

                                 (951) 699-4749
                (Issuer's telephone number, including area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the 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. [X] Yes [ ] No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
[  ] 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:

                                               Number of Shares Outstanding
               Class                               at November 12, 2004
  -----------------------------                ----------------------------
  Common Stock, $0.001 par value                        17,894,917



<PAGE>

                                EXPLANATORY NOTE

This amendment on Form 10-Q/A reflects the restatement of the unaudited
condensed consolidated financial statements of Outdoor Channel Holdings, Inc.
and Subsidiaries, as discussed in Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations and Note 11 to the unaudited
condensed consolidated financial statements to reflect the effects of a decrease
in the compensation expense resulting from a correction of the accounting
treatment of certain of the options issued in connection with the September 8,
2004 acquisition of all of the outstanding shares of The Outdoor Channel, Inc.
by Outdoor Channel Holdings, Inc. that it did not previously own.

All of the information in this Form 10-Q/A is as of November 12, 2004, the
filing date of the original Form 10-Q for the quarter ended September 30, 2004,
and has not been updated for events subsequent to that date other than for the
matter discussed above.


                                       1


<PAGE>

<TABLE>
                                    OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES

                                            QUARTERLY REPORT ON FORM 10-Q/A
                                        FOR THE PERIOD ENDED SEPTEMBER 30, 2004

                                                   TABLE OF CONTENTS

                                                                                                                   PAGE
                                                                                                                   ----
<S>                                                                                                                 <C>
                                             PART I. FINANCIAL INFORMATION

ITEM 1.   Financial Statements

          Condensed Consolidated Balance Sheets at September 30, 2004 (Unaudited) (as Restated) and
            December 31, 2003........................................................................................3

          Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months
                   Ended September 30, 2004 (as restated) and 2003...................................................4

          Unaudited Condensed Consolidated Statements of Stockholders' Equity for the Nine Months Ended
              September 30, 2004 (as restated).......................................................................5

          Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
            September 30, 2004 (as restated) and 2003................................................................6

          Notes to Unaudited Condensed Consolidated Financial Statements.............................................8

ITEM 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations.....................21

          Risks and Uncertainties...................................................................................36

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk................................................44

ITEM 4.   Controls and Procedures...................................................................................44

                                               PART II. OTHER INFORMATION

ITEM 1.   Legal Proceedings.........................................................................................45

ITEM 2.   Changes In Securities and Use of Proceeds.................................................................45

ITEM 3.   Defaults Upon Senior Securities...........................................................................45

ITEM 4.   Submission of Matters to a Vote of Security Holders.......................................................45

ITEM 5.   Other Information.........................................................................................46

ITEM 6.   Exhibits..................................................................................................47

SIGNATURES..........................................................................................................48

CERTIFICATIONS......................................................................................................49


                                                         * * *


                                                           2
</TABLE>


<PAGE>

<TABLE>
                                       OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
                                            CONDENSED CONSOLIDATED BALANCE SHEETS
                                            (In thousands, except per share data)


                                                                                         SEPTEMBER 30,       DECEMBER 31,
                                                                                             2004                2003
                                                                                        ---------------     ---------------
                                                                                          (Unaudited)
                                                                                      (Restated, Note 11)
<S>                                                                                     <C>                 <C>
                                                           ASSETS
                                                           ------
Current assets:
     Cash and cash equivalents                                                          $        11,681     $         7,214
     Investment in available-for-sale securities                                                    733                 550
     Accounts receivable, net of allowance for doubtful accounts of $267 and $254                 4,112               3,797
     Inventories                                                                                     83                  68
     Income tax refund receivable                                                                   198               1,143
     Current portion of deferred tax assets, net                                                    558                 525
     Other current assets                                                                           214                 671
                                                                                        ---------------     ---------------
                Total current assets                                                             17,579              13,968
                                                                                        ---------------     ---------------

Property, plant and equipment at cost, net:
     Membership division                                                                          3,547               3,253
     Outdoor Channel equipment and improvements                                                   2,483               2,032
                                                                                        ---------------     ---------------
                Property, plant and equipment, net                                                6,030               5,285
                                                                                        ---------------     ---------------
Trademark, net of accumulated amortization of $112 and $101                                         107                 118
Deferred tax assets, net                                                                         19,523                 436
Goodwill                                                                                         35,666                  --
Other intangible assets                                                                          12,545                  --
Deposits and other assets                                                                            58                  41
                                                                                        ---------------     ---------------
                Totals                                                                  $        91,508     $        19,848
                                                                                        ===============     ===============

                                            LIABILITIES AND STOCKHOLDERS' EQUITY
                                            ------------------------------------

Current liabilities:
     Accounts payable and accrued expenses                                              $         2,500     $         1,790
     Accrued severance payments                                                                      47                 291
     Current portion of capital lease obligations                                                    28                 133
     Current portion of deferred revenue                                                             --                 409
     Customer deposits                                                                               39                  --
                                                                                        ---------------     ---------------
                Total current liabilities                                                         2,614               2,623

Accrued severance payments, net of current portion                                                   42                  66
Capital lease obligations, net of current portion                                                    13                  59
Deferred revenue, net of current portion                                                          1,172               1,225
Deferred satellite rent obligations                                                                 329                 380
                                                                                        ---------------     ---------------
                Total liabilities                                                                 4,170               4,353
                                                                                        ---------------     ---------------
Minority interest in subsidiary                                                                      --               2,302
                                                                                        ---------------     ---------------
Commitments and contingencies
Stockholders' equity:
     Preferred stock; 25,000 shares authorized; none issued                                          --                  --
     Common stock, $0.001 and $0.02 par value; 75,000 shares authorized:
          17,895 and 5,887 shares issued                                                             18                 118
     Common stock subscriptions receivable                                                           --                 (30)
     Cost of treasury stock (191 shares)                                                             --                (400)
     Additional paid-in capital                                                                 106,331               6,768
     Accumulated other comprehensive income                                                          34                  34
     Retained earnings (accumulated deficit)                                                    (19,045)              6,703
                                                                                        ----------------    ---------------
                Total stockholders' equity                                                       87,338              13,193
                                                                                        ---------------     ---------------
                Totals                                                                  $        91,508     $        19,848
                                                                                        ===============     ===============


See Notes to Unaudited Condensed Consolidated Financial Statements.


                                                             3
</TABLE>


<PAGE>

<TABLE>
                                          OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
                                     UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                               (In thousands, except per share data)


                                                                  THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                                     SEPTEMBER 30,                        SEPTEMBER 30,
                                                         -----------------------------------    -----------------------------------
                                                              2004                 2003              2004                 2003
                                                         ---------------     ---------------    ---------------     ---------------
                                                      (Restated - Note 11)                   (Restated - Note 11)
<S>                                                      <C>                 <C>                <C>                 <C>
Revenues:
     Advertising                                         $         5,739     $         4,214    $        15,928     $        11,689
     Subscriber fees                                               3,450               3,005              9,830               7,830
     Membership income                                             1,776               1,224              3,995               3,549
                                                         ---------------     ---------------    ---------------     ---------------

         Total revenues                                           10,965               8,443             29,753              23,068
                                                         ---------------     ---------------    ---------------     ---------------

Expenses:
     Satellite transmission fees                                     582                 611              1,759               1,813
     Advertising and programming                                   2,243                 910              5,997               3,158
     Compensation expense from exchange of
         stock options                                            47,983                  --             47,983                  --
     Selling, general and administrative                           5,863               4,345             15,674              12,304
                                                         ---------------     ---------------    ---------------     ---------------

         Total expenses                                           56,671               5,866             71,413              17,275
                                                         ---------------     ---------------    ---------------     ---------------

Income (loss) from operations                                    (45,706)              2,577            (41,660)              5,793

Interest income, net                                                  18                   8                 51                   2
                                                         ---------------     ---------------    ---------------     ---------------
Income (loss) before income taxes and
     minority interest                                           (45,688)              2,585            (41,609)              5,795

Income tax provision (benefit)                                   (18,176)              1,028            (16,543)              2,300
                                                         ---------------     ---------------    ---------------     ---------------

Income (loss) before minority interest                           (27,512)              1,557            (25,066)              3,495

Minority interest in net income of consolidated
     subsidiary                                                      193                 272                682                 622
                                                         ---------------     ---------------    ---------------     ---------------

Net income (loss)                                        $       (27,705)    $         1,285    $       (25,748)    $         2,873
                                                         ===============     ===============    ===============     ===============

Earnings (loss) per common share:
     Basic                                               $         (1.75)    $          0.09    $         (1.69)    $          0.21
                                                         ===============     ===============    ===============     ===============
     Diluted                                             $         (1.75)    $          0.08    $         (1.69)    $          0.20
                                                         ===============     ===============    ===============     ===============

Weighted average number of common shares outstanding:
     Basic                                                        15,789              14,138             15,238              13,656
                                                         ===============     ===============    ===============     ===============
     Diluted                                                      15,789              15,191             15,238              14,581
                                                         ===============     ===============    ===============     ===============


See Notes to Unaudited Condensed Consolidated Financial Statements.


                                                                 4
</TABLE>


<PAGE>

<TABLE>
                                           OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
                                 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
                                                           (In thousands)


                                                       Common                                 Accumulated
                                                       Stock                     Additional     Other
                              Common Stock         Subscriptions   Treasury       Paid-in    Comprehensive  Retained
                          Shares        Amount       Receivable      Stock        Capital       Income      Earnings        Total
                         ---------     ---------     ----------    ---------     ---------     ---------    ---------     ---------
<S>                         <C>        <C>           <C>           <C>           <C>           <C>          <C>           <C>
Balance,
  January 1, 2004            5,887     $     118     $     (30)    $    (400)    $   6,768     $      34    $   6,703     $  13,193

Net loss                        --            --            --            --            --            --      (25,748)      (25,748)

Effect of 5 for 2
  forward split and
  change in par value        8,830          (103)           --            --           103            --           --            --

Common stock
  issued upon exercise
  of stock options             532            --            --            --         1,102            --           --         1,102

Stock subscriptions
   paid                         --            --            30            --            --            --           --            30

Stock and stock options
  exchanged for stock
  and non-employee
  stock options of
  subsidiary                 2,837             3            --            --        50,309            --           --        50,312

Effect of exchange
  of stock options
  for employee stock
  options of subsidiary         --            --            --            --        47,983            --           --        47,983

Tax benefit from
  exercise of stock
  options                       --            --            --            --           466            --           --           466

Retirement of
  treasury stock              (191)           --            --           400          (400)           --           --            --
                         ---------     ---------     ---------     ---------     ---------     ---------    ---------     ---------

Balance, September 30,
  2004, (Restated -
  Note 11)                  17,895     $      18     $      --     $      --     $ 106,331     $      34    $ (19,045)    $  87,338
                         =========     =========     =========     =========     =========     =========    =========     =========


See Notes to Unaudited Condensed Consolidated Financial Statements.


                                                                 5
</TABLE>


<PAGE>

<TABLE>
                                  OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
                             UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (In thousands)


                                                                                        NINE MONTHS ENDED
                                                                                          SEPTEMBER 30,
                                                                              ------------------------------------
                                                                                   2004                  2003
                                                                              ---------------      ---------------
                                                                           (Restated - Note 11)
<S>                                                                           <C>                  <C>
Operating activities:

     Net income (loss)                                                        $       (25,748)     $         2,873

     Adjustments to reconcile net income (loss) to net cash provided by
        operating activities:
          Depreciation and amortization                                                   896                  605
          Provision for doubtful accounts                                                  --                  215
          Costs of services offset against subscription receivable                         --                  251
          Realized gain on sale of available-for-sale securities                          (34)                 (13)
          Minority interest in net income of consolidated subsidiary                      682                  622
          Tax benefit from exercise of stock options                                      466                   52
          Compensation expense from exchange of employee stock options                 47,983                   --
          Deferred tax benefit from exchange of stock options                         (19,097)                  --

     Cash supplied (used) by changes in operating assets and liabilities:
          Accounts receivable                                                            (315)              (1,576)
          Inventories                                                                     (16)                  --
          Other current assets                                                            168                  (40)
          Income tax refund receivable                                                    945                   --
          Deposits and other assets                                                       (17)                 151
          Accounts payable and accrued expenses                                           749                  339
          Accrued severance payments                                                     (268)                  --
          Deferred revenue                                                               (462)                 481
          Deferred satellite rent obligations                                             (51)                 (51)
                                                                              ---------------      ---------------
              Net cash provided by operating activities                                 5,881                3,909
                                                                              ---------------      ---------------

Investing activities:
     Purchases of property, plant and equipment                                        (1,631)              (1,220)
     Purchases of available-for-sale securities                                          (256)                (443)
     Proceeds from sale of available-for-sale securities                                   85                   36
     Advance to stockholder                                                                --                  (25)
     Cost related to acquisition of minority interest                                    (593)                  --
                                                                              ---------------      ---------------
              Net cash used in investing activities                                    (2,395)              (1,652)
                                                                              ---------------      ---------------

Financing activities:
     Net payments of stockholder loans                                                     --                  (15)
     Principal payments on notes payable and capital leases                              (151)                (150)
     Proceeds from exercise of stock options                                            1,102                  213
     Proceeds from common stock subscriptions receivable                                   30                   36
                                                                              ---------------      ---------------
              Net cash provided by financing activities                                   981                   84
                                                                              ---------------      ---------------

              Net increase in cash and cash equivalents                                 4,467                2,341

Cash and cash equivalents, beginning of period                                          7,214                3,248
                                                                              ---------------      ---------------

Cash and cash equivalents, end of period                                      $        11,681      $         5,589
                                                                              ===============      ===============


                                                         6
</TABLE>


<PAGE>

<TABLE>
                                       OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
                                  UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (In thousands)


                                                                                                NINE MONTHS ENDED
                                                                                                   SEPTEMBER 30,
                                                                                        -----------------------------------
                                                                                             2004                 2003
                                                                                        ---------------     ---------------
                                                                                     (Restated - Note 11)
<S>                                                                                     <C>                 <C>
Supplemental disclosure of cash flow information:

     Interest paid                                                                      $            --     $            38
                                                                                        ===============     ===============

     Income taxes paid                                                                  $         1,139     $         2,091
                                                                                        ===============     ===============

Supplemental disclosures of non-cash investing and financing activities:

     Retirement of treasury stock                                                       $           400     $            --
                                                                                        ===============     ===============

     Fair value of common stock issued to acquire minority interest in subsidiary       $        46,062     $            --
                                                                                        ===============     ===============

     Exchange of stock options for non-employee stock options of subsidiary             $         4,250     $            --
                                                                                        ===============     ===============

     Receivable from exercise of stock options offset against loans from
          stockholders                                                                  $            --     $           623
                                                                                        ===============     ===============

     Common stock issued to former officer/director for payment of deferred
          compensation                                                                  $            --     $            16
                                                                                        ===============     ===============


See Notes to Unaudited Condensed Consolidated Financial Statements.


                                                             7
</TABLE>


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 1 - ORGANIZATION AND BUSINESS

DESCRIPTION OF OPERATIONS

         Outdoor Channel Holdings, Inc. ("Outdoor Channel Holdings," or
collectively with its subsidiaries, the "Company") was reincorporated under the
laws of the State of Delaware on September 14, 2004. Originally Outdoor Channel
Holdings was incorporated under the name Global Resources, Inc., an Alaska
corporation, and was subsequently re-named Global Outdoors, Inc. In 2003, the
name was changed to Outdoor Channel Holdings, Inc. The Company acquired
substantially all of the remaining 17.6% minority interest in The Outdoor
Channel, Inc. ("TOC") that it did not previously hold on September 8, 2004 (see
Note 3). TOC operates The Outdoor Channel which is a national television network
devoted primarily to traditional outdoor activities, such as hunting, fishing,
shooting sports, rodeo, motor sports, gold prospecting, and related life-style
programming.

         Our revenues include advertising fees from advertisements aired on The
Outdoor Channel, including producer fees paid by outside producers to air their
programs on The Outdoor Channel and from advertisements in "Gold Prospectors &
Treasure Hunters in the Great Outdoors" magazine; subscriber fees paid by cable
and direct broadcast satellite, or DBS, operators that air The Outdoor Channel;
membership fees from members in both LDMA-AU, Inc. ("Lost Dutchman's") and Gold
Prospector's Association of America, LLC ("GPAA") and other income including
products and services related to gold prospecting, gold shows, trips and
outings.

         Other business activities consist of the promotion and sale of an
"Alaska trip", a gold mining expedition to our Cripple River property located
near Nome, Alaska, and the sale of memberships in Lost Dutchman's which entitle
members to engage in gold prospecting on our Arizona, California, Colorado,
Georgia, Michigan, North Carolina, Oregon, and South Carolina properties. We
have signed an agreement with another organization for the mutual use of mining
properties.

         As described further in "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Restatement" and "Note 11 of the
Notes to the Unaudited Condensed Consolidated Financial Statements", this Form
10-Q/A amends our previously filed Form 10-Q for the quarter ended September 30,
2004 to reflect the effects of a decrease in the compensation expense resulting
from a correction of our accounting treatment of certain of the options we
issued in connection with the acquisition of the remaining minority interest in
TOC that we did not previously own. Such effects include the restatement of our
results of operations for the three and nine months ended September 30, 2004.
This Form 10-Q/A amends our previously filed Form 10-Q for the quarter ended
September 30, 2004 to reflect a decrease in the non-cash, non-recurring charge
to compensation expense from the exchange of employee stock options to $47,983,
instead of $52,233 as previously reported, and corresponding changes to total
expenses, income (loss) from operations, income (loss) before taxes and minority
interest, income tax provision (benefit), income (loss) before minority
interest, net income (loss), earnings (loss) per share, retained earnings and
deferred tax asset, net. Further, consideration paid for the minority interest
reflects an increase of $4,250 with a corresponding increase in goodwill. For
the three months ended September 30, 2004, the income tax provision (benefit)
decreased from ($19,867) to ($18,176), a decrease of $1,691. For the nine months
ended September 30, 2004, the income tax provision (benefit) decreased from
($18,234) to ($16,543), a decrease of $1,691.

         Except as otherwise expressly noted herein, this Form 10-Q/A does not
reflect events occurring after the November 12, 2004 filing of our Quarterly
Report on Form 10-Q in any way, except those required to reflect the effects of
this restatement of our financial statements for the periods presented or as
deemed necessary in connection with the completion of restated financial
statements.

         Except for additional corrections to Note 5 to the unaudited condensed
consolidated financial statements and certain other immaterial corrections, the
remaining Items required by Form 10-Q are not amended hereby, but are included
herewith for the convenience of the reader. Except as expressly noted herein,
this report continues to speak as of the date of the original filing, and we
have not updated the disclosures in this report to speak as of a later date.

         While this report primarily relates to the historical periods covered,
events may have taken place since the original filing that might have been
reflected in this report if they had taken place prior to the original filing.


                                       8


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 2 - UNAUDITED INTERIM FINANCIAL STATEMENTS

         In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of September 30, 2004 and its results of operations and cash flows
for the three and nine months ended September 30, 2004 and 2003. Information
included in the consolidated balance sheet as of December 31, 2003 has been
derived from, and certain terms used herein are defined in the audited
consolidated financial statements of the Company as of December 31, 2003 (the
"Audited Financial Statements") included in the Company's Annual Report on Form
10-KSB (the "10-KSB") for the year ended December 31, 2003 that was previously
filed with the Securities and Exchange Commission (the "SEC"). Pursuant to the
rules and regulations of the SEC, certain information and disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted from these financial statements unless significant changes
have taken place since the end of the most recent fiscal year. Accordingly,
these unaudited condensed consolidated financial statements should be read in
conjunction with the Audited Financial Statements and the other information also
included in the 10-KSB.

         The results of the Company's operations for the three and nine months
ended September 30, 2004 are not necessarily indicative of the results of
operations for the full year ending December 31, 2004.

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect reported amounts of
assets and liabilities as of the dates of the condensed consolidated balance
sheets and reported amount of revenues and expenses for the periods presented.
Accordingly, actual results could materially differ from those estimates.

         On September 14, 2004, the Company effected a 5 for 2 forward split of
its stock in connection with its reincorporation in Delaware. All share and per
share data has been adjusted where appropriate to reflect this stock split. In
addition, the par value of the Company's stock was changed from $0.02 to $0.001
per share.

NOTE 3 - ACQUISITION OF MINORITY INTEREST OF THE OUTDOOR CHANNEL, INC.

         On September 9, 2004, the Company announced the completion of the
acquisition of substantially all of the remaining 17.6% minority interest in TOC
by Outdoor Channel Holdings through (i) the merger of TOC with a newly-formed,
wholly-owned subsidiary of Outdoor Channel Holdings, with TOC being the
surviving corporation, and (ii) the exchange of each share of TOC common stock
not previously held by Outdoor Channel Holdings or its subsidiaries for 0.65
shares of Outdoor Channel Holdings' common stock. In addition, each outstanding
option to purchase one share of TOC common stock was exchanged for an option to
purchase 0.65 shares of Outdoor Channel Holdings' common stock.

         Based on the exchange ratio and the 5 for 2 forward split as explained
in Note 2 and the capitalization of TOC, Outdoor Channel Holdings issued 2,836
shares of its common stock as well as options to purchase 4,012 additional
shares on September 8, 2004.

         In October 2004 the Company received notice from a TOC shareholder that
the shareholder was exercising dissenters' rights with respect to 143,660
previously outstanding TOC common shares. The dissenter submitted a written
demand that TOC repurchase the dissenter's shares at a price of $28.27 per
share. As of the date of this filing, TOC has not agreed to the dissenter's
asking price and the Company and TOC have been negotiating with the dissenting
shareholder over the dissenter's demand. TOC and the Company currently
anticipate that the negotiations could be protracted unless the dissenter
withdraws his demand. If TOC denies that such shares qualify as "dissenting
shares" or if TOC and the dissenter are unable to agree on a price for the
shares or other arrangements, either the dissenter or TOC may commence legal
action within six months from September 17, 2004 to determine whether or not
such shares are dissenting shares or to resolve the issue as to the fair market
value of the dissenting shares as of the day before the first announcement of
the terms of the proposed merger involving TOC. If TOC is required to repurchase
the shares of the dissenter, the Company believes that TOC has sufficient cash
on hand and available borrowings to pay such amounts without adversely impacting
currently anticipated operations, working capital requirements or capital
expenditures. For accounting purposes, the TOC shares held by the dissenter are
deemed to still be outstanding. However, the related minority interest as of
September 30, 2004 was not material. Any payments made to the dissenter will be
recorded as additional goodwill.


                                       9


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 3 - ACQUISITION OF MINORITY INTEREST OF THE OUTDOOR CHANNEL, INC.
(CONTINUED)

         The acquisition of substantially all of the 17.6% minority interest in
TOC was accounted for using the purchase method of accounting. The cost of
acquiring the minority interest included the aggregate fair value of the common
shares of Outdoor Channel Holdings issued in exchange for common shares of TOC
and certain other direct costs. The acquisition cost was allocated based on the
fair value of the assets of TOC that were acquired and liabilities that were
assumed, including intangible assets that arose from contractual or other legal
rights or met certain other recognition criteria that underlie the approximate
17.6% minority interest that was acquired. The excess of the cost of the
minority interest over the fair value of the underlying interest in the net
identifiable assets acquired was allocated to goodwill.

         The cost of the acquisition of the minority interest in TOC by Outdoor
Channel Holdings was $51,195 based on the issuance at the closing of 2,836
shares of Outdoor Channel Holdings' common stock and the average closing price
of $16.24 per share for a specified period before and after April 20, 2004, the
last trading day before the public announcement of the material terms of the
acquisition plus the assumption of 325 fully-vested options held by a former
employee of TOC with an intrinsic value of $4,250 plus other certain costs.
Based on the analysis of the fair value of the assets that were acquired and
liabilities that were assumed, the acquisition costs of $51,195 were allocated
to intangible assets and are subject to amortization as follows:

<TABLE>
                                                                       Allocation            Estimated Useful Life
                                                                       ----------            ---------------------
                                                                       (Restated)

<S>                                                                    <C>                         <C>
                  Multiple system operators relationships              $    10,573                 Indefinite

                  Advertising customer relationships:

                           Short form                                        1,351                      4

                           Long form                                           621                      3
                                                                       -----------

                  Total identifiable intangible assets                      12,545

                  Goodwill                                                  35,666                 Indefinite
                                                                       -----------

                  Total intangible assets                                   48,211

                  Minority interest in subsidiary                            2,984
                                                                       -----------

                  Aggregate purchase price                             $    51,195
                                                                       ===========
</TABLE>

         The exchange of vested employee stock options by Outdoor Channel
Holdings for vested stock options held by employees of TOC resulted in a charge
to net income in the consolidated statement of operations on September 8, 2004
equal to the intrinsic value of the options issued on that date and a credit for
the related income tax benefit. Outdoor Channel Holdings issued fully-vested
employee options to purchase 3,687 shares in exchange for fully-vested stock
options held by employees of TOC on September 8, 2004. On that day, the market
price of one share of common stock of Outdoor Channel Holdings was $14.00. As a
result, the Company incurred a non-cash, non-recurring charge to operating
expenses of $47,983 and recognized an income tax benefit of $19,098 or a net
charge of $28,885.


                                       10


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 3 - ACQUISITION OF MINORITY INTEREST OF THE OUTDOOR CHANNEL, INC.
(CONCLUDED)

         Summarized unaudited pro forma information, assuming this acquisition
occurred at the beginning of the respective three and nine month periods ended
September 30, 2004, restated, and 2003, follows:

<TABLE>
                                                Three Months Ended                  Nine Months Ended
                                                   September 30,                      September 30,
                                            -------------------------           -------------------------
                                               2004           2003                 2004           2003
                                            ----------     ----------           ----------     ----------
                                            (Restated)                          (Restated)
<S>                                         <C>            <C>                  <C>            <C>
         Net revenues                       $   10,965     $    8,443           $   29,753     $   23,068
         Net income                         $    1,291     $    1,475           $    3,573     $    3,249
         Earnings per common share:
                  Basic                     $     0.07     $     0.09           $     0.20     $     0.22
                  Diluted                   $     0.06     $     0.07           $     0.16     $     0.17
</TABLE>

         The acquisition had no affect on net revenues. The pro forma net income
(loss) and the related per share amounts (i) include primarily the effects of
additional amortization related to certain intangible assets recorded, the
elimination of the minority interest and the additional shares issued by Outdoor
Channel Holdings and (ii) exclude the non-recurring net charge of $28,885
attributable to the exchange of options.

NOTE 4 - EARNINGS (LOSS) PER SHARE

         The Company has presented "basic" and "diluted" earnings (loss) per
common share in the accompanying condensed consolidated statements of operations
in accordance with the provisions of Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" ("SFAS 128"). Basic earnings (loss) per common
share is calculated by dividing net income (loss) applicable to common stock by
the weighted average number of common shares outstanding during each period. The
calculation of diluted earnings (loss) per common share is similar to that of
basic earnings (loss) per common share, except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if all potentially dilutive common shares of the Company, and prior
to the acquisition of the remaining minority interest were issued during the
period if any such issuances have a dilutive effect.

         The computation of diluted earnings (loss) per share takes into account
the effects on the weighted average number of common shares outstanding of the
assumed exercise in the three and nine months ended September 30, 2003 of all of
the outstanding stock options of Outdoor Channel Holdings and TOC, adjusted for
the application of the treasury stock method, and the assumed payment in 2003 of
deferred compensation that had been payable by the Company in common stock. The
computation of diluted loss per share for the three and nine months ended
September 30, 2004 does not take into account the outstanding stock options of
Outdoor Channel Holdings because the effect of their assumed exercise would be
anti-dilutive. The computation of diluted loss per share for the three and nine
months ended September 30, 2004 and diluted income per share for the three and
nine months ended September 30, 2003 do not take into account the increase in
the net income or loss attributable to the increase in the minority interest in
the net income of TOC that results from the assumed exercise of all of TOC's
outstanding stock options prior to the exchange of those options for Company
options on September 8, 2004 because the effects of the assumed exercise of TOC
stock options were not material. The number of shares potentially issuable at
September 30, 2004 and 2003 upon the exercise of the Company's stock options
that were not included in the computation of net loss per share because they
were antidilutive totaled 5,643 and -0- respectively.


                                       11


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 4 - EARNINGS (LOSS) PER SHARE (CONCLUDED)

         The following table summarizes the calculation of the weighted average
common shares outstanding for basic and diluted earnings per share for the three
and nine months ended September 30, 2004 and 2003:

<TABLE>
                                                           THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                              SEPTEMBER 30,                       SEPTEMBER 30,
                                                       --------------------------          --------------------------
                                                          2004            2003                2004            2003
                                                       ----------      ----------          ----------      ----------
                                                       (Restated)                          (Restated)
<S>                                                    <C>             <C>                 <C>             <C>
Numerators:
     Net income (loss) - basic                         $  (27,705)     $    1,285          $  (25,748)     $    2,873
                                                       ==========      ==========          ==========      ==========

Denominators:
     Weighted average common shares
               outstanding - basic                         15,789          14,138              15,238          13,656
     Dilutive effect of potentially issuable
               common shares for accrued
               deferred compensation                           --             336                  --             336
     Dilutive effect of potentially issuable
               common shares upon exercise of
               stock options of the Company as
               adjusted for the application of the
               treasury stock method                           --             717                  --             589
                                                       ----------      ----------          ----------      ----------
Diluted weighted average common shares
     outstanding                                           15,789          15,191              15,238          14,581
                                                       ==========      ==========          ==========      ==========
</TABLE>


NOTE 5 - PRO FORMA EFFECTS OF STOCK OPTIONS

         Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), provides for the use of a fair value
based method of accounting for employee stock compensation. However, SFAS 123
also allows an entity to continue to measure compensation cost for stock options
granted to employees using the intrinsic value method of accounting prescribed
by Accounting Principles Board Opinions No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"), which only requires charges to compensation expense for
the excess, if any, of the fair value of the underlying stock at the date a
stock option is granted (or at an appropriate subsequent measurement date) over
the amount the employee must pay to acquire the stock, if such amounts differ
materially. The Company has elected to continue to account for employee stock
options using the intrinsic value method under APB 25. By making that election,
it is required by SFAS 123 and Statement of Financial Accounting Standards No.
148, "Accounting for Stock-Based Compensation - Transition and Disclosure" to
provide pro forma disclosures of net income (loss) and earnings (loss) per share
as if a fair value based method of accounting had been applied.


                                       12


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 5 - PRO FORMA EFFECTS OF STOCK OPTIONS (CONCLUDED)

         The Company's historical net income (loss) and earnings (loss) per
common share and pro forma net income (loss) and earnings (loss) per common
share assuming compensation cost had been determined for the three and nine
months ended September 30, 2004 and 2003 based on the fair value at the grant
date for all awards by the Company using the Black-Scholes option pricing model
consistent with the provisions of SFAS 123 are set forth below:

<TABLE>
                                                          THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                             SEPTEMBER 30,                          SEPTEMBER 30,
                                                  ---------------------------------      ----------------------------------
                                                       2004                2003               2004                2003
                                                  --------------      -------------      --------------      --------------
                                                    (Restated)                             (Restated)
<S>                                               <C>                 <C>                <C>                 <C>
Net income (loss):
    As reported                                   $      (27,705)     $       1,285      $      (25,748)     $        2,873
    Add: Stock-based employee compensation
          expense included in reported net
          loss, net of tax effects*                       28,885                 --              28,885                  --
    Deduct: Stock-based employee compensation
          expense assuming a fair value
          based method had been used for
          all awards, net of tax effects*                   (478)               (90)             (1,390)               (270)
                                                  --------------      -------------      --------------      --------------

    Pro forma - basic                             $          702      $       1,195      $        1,747      $        2,603
                                                  ==============      =============      ==============      ==============

Basic earnings (loss) per share:
    As reported                                   $        (1.75)     $        0.09      $        (1.69)     $         0.21
    Pro forma                                     $         0.04      $        0.08      $         0.11      $         0.19
Diluted earnings (loss) per common share:
    As reported                                   $        (1.75)     $        0.08      $        (1.69)     $         0.20
    Pro forma                                     $         0.04      $        0.08      $         0.09      $         0.18
</TABLE>
*See Note 3


         The fair value of each option granted by Outdoor Channel Holdings in
the nine months ended September 30, 2004 and the year ended December 31, 2003
was estimated on the date of grant using the Black-Scholes option pricing model
with the following assumptions:

<TABLE>
                                                            Nine Months Ended          Year Ended
                                                            September 30, 2004      December 31, 2003
                                                            ------------------      -----------------
<S>                                                         <C>                        <C>
                  Risk-free interest rate                       1.7% - 4.2%            2.3% - 3.3%
                  Dividend yield                                    0%                     0%
                  Expected life of the option               3 months - 10 years          5 years
                  Volatility factor                            41.7% - 79.0%               77%
</TABLE>

                                       13


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 6 - EQUITY TRANSACTIONS

ISSUANCES OF COMMON STOCK BY THE COMPANY

         During the nine months ended September 30, 2004 Outdoor Channel
Holdings received cash proceeds of approximately $1,093 from the exercise of
options for the purchase of 532 shares of common stock. Prior to the merger, 18
TOC options were exercised for net cash proceeds of $9 during the nine months
ended September 30, 2004 under TOC's stock option plan. The TOC stock option
plan was terminated in conjunction with the Company's acquisition of
substantially all of the remaining 17.6% minority interest in TOC (see Note 3).

OUTDOOR CHANNEL HOLDINGS, INC. STOCK OPTION PLANS

         Descriptions of Outdoor Channel Holdings' and TOC's stock option plans
are included in Note 8 to the consolidated financial statements in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2003. A summary of
the status of the options granted under Outdoor Channel Holdings' stock option
plans and outside of those plans as of September 30, 2004 and the changes in
options outstanding during the nine months then ended is presented in the table
that follows:

<TABLE>
                                                        Nine Months Ended September 30, 2004
                                                        ------------------------------------
                                                                                 Weighted
                                                                                 Average
                                                                                 Exercise
                                                            Shares                Price
                                                         ------------          ------------
<S>                                                            <C>             <C>
Outstanding at beginning of period                             1,648           $      6.57
Options granted                                                  525                 13.84
Options granted in exchange for TOC options*                   4,012                  0.98
Options exercised                                               (532)                 1.74
Options canceled or expired                                      (10)                 5.58
                                                         ------------
Options outstanding at end of period                           5,643           $      3.70
                                                         ============
</TABLE>
*See Note 3

NOTE 7 - RELATED PARTY TRANSACTIONS

         The Company is leasing its administrative facilities from Musk Ox
Properties, LP, which in turn is owned by Messrs. Perry T. Massie and Thomas H.
Massie, principal shareholders and officers of the Company. The lease agreements
currently require monthly rent payments aggregating to approximately $20. These
lease agreements expire on December 31, 2005. Rent expense was approximately $61
in each of the three months ended September 30, 2004 and 2003 and approximately
$183 in each of the nine months ended September 30, 2004 and 2003.

NOTE 8 - SEGMENT INFORMATION

         Pursuant to the Provisions of Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" ("SFAS 131"), the Company reports segment information in the same
format as reviewed by the Company's Chief Operating Decision Maker (the "CODM").
The Company segregates its business activities into TOC, Membership Division and
Corporate.

         TOC is a separate business activity that broadcasts television
programming on "The Outdoor Channel" 24 hours a day, seven days a week. TOC
generates revenue from advertising fees (which include producer fees paid by
outside producers to air their programs on The Outdoor Channel) and subscriber
fees.

         Lost Dutchman's and GPAA membership sales and related activities are
reported in the Membership Division. The Membership Division also includes the
sale of products and services related to gold prospecting, gold shows, trips and
outings.


                                       14


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

NOTE 8 - SEGMENT INFORMATION (CONCLUDED)

         Prior to September 30, 2003, the Company had reported segment
information for the operations associated with its Trips and Outings Division
(the "Trips and Outings Segment"). The sales, operating income and assets of the
Trips and Outings Segment no longer meet the thresholds that require separate
disclosure and the CODM no longer separately reviews such information.
Accordingly, the Company discontinued reporting separate Trips and Outings
Segment information in the third quarter of 2003. The Trips and Outings segment
information is now included in the Membership Division information.

         In the fourth quarter of 2003, the Company began to report corporate
overhead that is applicable to both segments, but not directly related to any
given segment's operations, in a separate business segment, "Corporate." The
recurring expenses allocated to this business segment consist primarily of
professional fees and certain general and administrative expenses.

         Information with respect to these reportable business segments as of
and for the three and nine months ended September 30, 2004 and 2003 follows. In
addition, the Trips and Outing segment's and the Corporate segment's comparative
information for the three months ended September 30, 2003 has been reclassified
to conform with the presentation for the three and nine months ended September
30, 2004.

<TABLE>
<S>      <C>
                                                           Income (Loss)                                               Additions to
                                                           Before Income                           Depreciation         Property,
As of and for the                                            Taxes and            Total                and              Plant and
Three Months Ended                         Revenues      Minority Interest        Assets           Amortization        Improvements
------------------                         --------      -----------------        ------           ------------        ------------
     September 30, 2004, Restated
     ------------------
        TOC                              $     9,038        $     2,463         $    19,374         $       213        $       581
        Membership division                    1,927                306               4,400                  86                 84
        Corporate*                                --            (48,457)             67,734                  --                 --
                                         -----------        -----------         -----------         -----------        -----------
                 Totals                  $    10,965        $   (45,688)        $    91,508         $       299        $       665
                                         ===========        ===========         ===========         ===========        ===========

     September 30, 2003
     ------------------
        TOC                              $     7,144        $     2,695         $    12,170         $       137        $        87
        Membership division                    1,299                (17)              4,268                  65                 91
        Corporate                                 --                (93)                 --                  --                 --
                                         -----------        -----------         -----------         -----------        -----------
                 Totals                  $     8,443        $     2,585         $    16,438         $       202        $       178
                                         ===========        ===========         ===========         ===========        ===========

Nine Months Ended
-----------------
     September 30, 2004, Restated
     ------------------
        TOC                              $    25,346        $     6,931         $    19,374         $       639        $     1,081
        Membership Division                    4,407                482               4,400                 257                550
        Corporate                                 --            (49,022)             67,734                  --                 --
                                         -----------        -----------         -----------         -----------        -----------
                 Totals                  $    29,753        $   (41,609)        $    91,508         $       896        $     1,631
                                         ===========        ===========         ===========         ===========        ===========

     September 30, 2003
     ------------------
        TOC                              $    19,365        $     6,082         $    12,170         $       411        $       803
        Membership Division                    3,703                 37               4,268                 194                417
        Corporate                                 --               (324)                 --                  --                 --
                                         -----------        -----------         -----------         -----------        -----------
                 Totals                  $    23,068        $     5,795         $    16,438         $       605        $     1,220
                                         ===========        ===========         ===========         ===========        ===========
</TABLE>
*See Note 3

         Intersegment sales amounted to approximately $149 in each of the three
months ended September 30, 2004 and 2003 and $446 in each of the nine months
ended September 30, 2004 and 2003.

NOTE 9 - INVESTMENT IN AVAILABLE-FOR-SALE SECURITIES

         During the nine months ended September 30, 2004 and 2003, the Company
incurred an unrealized gain, net of tax effects, on its available for sale
securities of approximately $0 and $16, respectively.


                                       15


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 10 - BANK LINE OF CREDIT

         On September 30, 2004, we entered into a revolving line of credit
agreement (the "revolver") with the U.S. Bank N.A. (the "Bank") that matures in
September 5, 2005. The total amount which can be drawn upon under the lines of
credit is $5,000,000. The revolver provides that the interest rate shall be
selected by us at the time of each advance, to be either (i) the prime rate
announced by the Bank from time to time as and when such rate changes or (ii)
1.25% above the 1, 2, 3, 6, or 12 month LIBOR rate quoted by the Bank from
Telerate Page 3750 or any successor thereto. The bank line of credit is
collateralized by substantially all of the Company's assets. We were out of
compliance with respect to a covenant requiring a minimum quarterly
profitability of greater than $250,000 for the three months ended September 30,
2004. We have received a waiver of this covenant violation as the cause of the
non-compliance is the non-cash, non-recurring charge, net of income tax benefit
of $28,885 (see Note 3). Otherwise, we were in full compliance with the loan
covenants under the revolvers as of September 30, 2004. As of September 30,
2004, we did not have any outstanding borrowings under this revolving line of
credit.

NOTE 11 - RESTATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounting for Issuance of Stock Options to Non-Employees in Business
Combinations

         This Form 10-Q/A and the restated unaudited condensed consolidated
financial statements and certain notes included herein reflect the effects of a
decrease in the compensation expense in the three and nine months ended
September 30, 2004 resulting from a correction of our accounting treatment of
certain of the options we issued in connection with the acquisition of the
remaining minority interest in TOC that we did not previously own. This Form
10-Q/A amends our previously filed Form 10-Q for the quarter ended September 30,
2004 to reflect a decrease in the non-cash, non-recurring charge to compensation
expense from the exchange of employee stock options to $47,983, instead of
$52,233 as previously reported, and corresponding changes to total expenses,
income (loss) from operations, income (loss) before taxes and minority interest,
income tax provision (benefit), income (loss) before minority interest, net
income (loss), earnings (loss) per share, retained earnings and deferred tax
asset, net. Further, consideration paid for the minority interest reflects an
increase of $4,250 with a corresponding increase in goodwill. For the three
months ended September 30, 2004, the income tax provision (benefit) decreased
from ($19,867) to ($18,176), a decrease of $1,691. For the nine months ended
September 30, 2004, the income tax provision (benefit) decreased from ($18,234)
to ($16,543), a decrease of $1,691.

         In accordance with APB Opinion No. 25, Accounting for Stock Issued to
Employees ("APB 25"), Financial Interpretation 44 Accounting for Certain
Transactions Involving Stock Compensation ("FIN 44"), Statement of Financial
Accounting Standards No. 123, Accounting for Stock Based Compensation ("SFAS
123") and Emerging Issues Task Force Consensus 00-23, Issues Related to the
Accounting for Stock Compensation under APB Opinion No. 25 and FASB
Interpretation No. 44 (" EITF 00-23") we have corrected our accounting for stock
options issued to a non-employee as a result of the options being assumed by
Outdoor Channel Holdings from its subsidiary TOC in connection with the
acquisition of the remaining minority interest of TOC that Outdoor Channel
Holdings did not already own. As previously reported, the value of these options
was treated on the same basis as employee options and was charged to
"Compensation expense from exchange of stock options". Since the options were
fully-vested and the holder was no longer an employee as of the date of the
merger, the value of these options has now been treated as additional
consideration paid by Outdoor Channel Holdings for the remaining stock of TOC
and ultimately included in goodwill.

THE EFFECT ON THE UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

         As a result of the restatement, as of September 30, 2004 accumulated
deficit decreased from the previously reported $21,604 to $19,045 as a result of
the corrected treatment of the non-employee stock options assumed by Outdoor
Channel Holdings from its subsidiary TOC. Further, total stockholders' equity
increased from the previously reported $84,779 to $87,338.

         As of September 30, 2004, goodwill increased from the previously
reported $31,416 to $35,666 while net deferred tax assets decreased from the
previously reported $21,214 to $19,523. Total assets also increased from $88,949
to $91,508.


                                       16


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 11 - RESTATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

THE EFFECT ON THE UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

         For the three months ended September 30, 2004 the net loss decreased
from ($30,264) as previously reported (or $1.99 per share) to ($27,705) (or
$1.75 per share) as a result of the corrected treatment of the non-employee
stock options assumed by Outdoor Channel Holdings from its subsidiary TOC. For
the nine months ended September 30, 2004 the net loss decreased from ($28,307)
as previously reported (or $1.79 per share) to ($25,748) (or $1.69 per share).

         The impact of the restatement for the three and nine months ended
September 30, 2004 is summarized as follows:

<TABLE>
                                                               As originally
Impact Summary                                                   reported           As restated              Change
--------------                                                 -------------        ------------          ------------
<S>                                                            <C>                  <C>                   <C>

As of and for the three months ended September 30, 2004
-------------------------------------------------------

Deferred tax assets, net                                       $     21,214         $     19,523          $     (1,691)
Goodwill                                                             31,416               35,666                 4,250
Total assets                                                         88,949               91,508                 2,559
Accumulated deficit                                                 (21,604)             (19,045)                2,559
Total stockholders' equity                                           84,779               87,338                 2,559

Loss from operations                                                (49,956)             (45,706)                4,250

Net loss                                                            (30,264)             (27,705)                2,559

Net loss per common share (basic and diluted)                         (1.99)               (1.75)                 0.24


Nine months ended September 30, 2004
------------------------------------

Loss from operations                                                (45,910)             (41,660)                4,250

Net loss                                                            (28,307)             (25,748)               (2,559)

Net loss per common share (basic and diluted)                  $      (1.79)        $      (1.69)         $      (0.10)
</TABLE>

THE EFFECT ON THE CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

          As a result of the restatement, as of September 30, 2004 the
components of additional paid-in capital have changed. Stock and stock options
exchanged for stock and non-employee stock options of subsidiary has increased
from $46,059 as previously reported to $50,309, an increase of $4,250, as
restated as a result of the corrected treatment of the non-employee stock
options assumed by Outdoor Channel Holdings from its subsidiary TOC. Further the
effect of exchange of stock options for employee stock options of the subsidiary
decreased from the previously reported $52,233 to $47,983, a decrease of $4,250.
The income tax provision (benefit) decreased from ($18,234) to ($16,543), a
decrease of $1,691. As a result, net loss decreased by $2,559. As a result,
accumulated deficit decreased from ($21,604) to ($19,045), a net decrease of
$2,559.


                                       17


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 11 - RESTATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

THE EFFECT ON NOTE 3 ACQUISITION OF MINORITY INTEREST OF THE OUTDOOR CHANNEL,
INC.

       As a result of the restatement, as of September 30, 2004 the components
of acquisition costs of the minority interest in TOC by Outdoor Channel Holdings
was increased from $46,945 as previously reported to $51,195, an increase of
$4,250. Further the allocation of the acquisition costs to goodwill increased
from $31,416 as previously reported to $35,666 and total intangibles increased
from $43,961 to $48,211.

The impact of the restatement as of September 30, 2004 is summarized as follows:

<TABLE>
                                              As originally
Impact Summary                                   reported         As restated           Change
--------------                                -------------       -----------         -----------
<S>                                            <C>                <C>                 <C>

As of September 30, 2004
------------------------

Multiple system operators relationships        $    10,573        $    10,573         $        --
Advertising customer relationships:
           Short form                                1,351              1,351                  --
           Long form                                   621                621                  --
                                               -----------        -----------         -----------
Total identifiable intangible assets                12,545             12,545                  --
Goodwill                                            31,416             35,666               4,250
                                               -----------        -----------         -----------

Total intangible assets                             43,961             48,211               4,250
Minority interest in subsidiary                      2,984              2,984                  --
                                               -----------        -----------         -----------

Aggregate purchase price                       $    46,945        $    51,195         $     4,250
                                               ===========        ===========         ===========
</TABLE>


THE EFFECT ON NOTE 4 EARNINGS PER SHARE AND THE EFFECT ON NOTE 5 PRO FORMA
EFFECTS OF STOCK OPTIONS

         For the three and nine months ended September 30, 2004 net income
(loss) - basic decreased from ($30,264) and ($28,307) , respectively, as
previously reported to ($27,705) and ($25,748), respectively, as a result of the
corrected treatment of the non-employee stock options assumed by Outdoor Channel
Holdings from its subsidiary TOC. Stock-based employee compensation expense
included in reported net loss, net of tax effects decreased for both the three
and nine months ended September 30, 2004 from $31,444 as previously reported to
$28,885.

         Further as required by SFAS 123 and disclosed in Note 4 to the
unaudited consolidated financial statements stock-based employee compensation
expense assuming a fair value based method had been used for all awards, net of
tax effects, for the three months ended September 30, 2004 decreased from
$32,499 as previously reported to $635. Stock-based employee compensation
expense assuming a fair value based method had been used for all awards, net of
tax effects, for the nine months ended September 30, 2004 decreased from $34,014
as previously reported to $1,547. The amounts originally reported approximated
the fair value of the options issued by the Company at the date they were
exchanged for options of TOC in connection with the acquisition of the minority
interest. The adjusted amounts reflect the excess of the fair value of the
options issued by the Company at the date of the exchange over the fair value of
the TOC options immediately before the exchange. Such excess was immaterial.

         As a result, pro forma basic net income (loss) changed from a loss of
($31,319) and ($30,877) for the three and nine months ended September 30, 2004,
respectively, as previously reported to net income of $545 and $1,590,
respectively.


                                       18


<PAGE>

<TABLE>
                                         OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
                                  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                              (In thousands, except per share data)


NOTE 11 - RESTATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         The impact of the restatement for the three and nine months ended
September 30, 2004 is summarized as follows:

                                                                         As originally
Impact Summary                                                              reported           As restated             Change
--------------                                                           --------------       --------------       -------------
<S>                                                                      <C>                  <C>                  <C>

Three months ended September 30, 2004
-------------------------------------

Net loss:                                                                $      (30,264)      $      (27,705)      $       2,559
Add: Stock -based employee compensation expense included in
reported net loss, net of tax effects                                            31,444               28,885              (2,559)

Deduct: Stock -based employee compensation expense assuming a fair
value based method had been used for all awards, net of tax effects             (32,499)                (478)             32,021
                                                                         --------------       --------------       -------------

Pro forma - basic                                                        $      (31,319)      $          702       $      32,021
                                                                         ==============       ==============       =============

Basic earnings (loss) per common share

     As reported                                                         $        (1.92)      $        (1.75)      $        0.17
     Pro forma                                                           $        (1.98)      $         0.04       $        2.02

Diluted earnings (loss) per common share

     As reported                                                         $        (1.92)      $        (1.75)      $        0.17
     Pro forma                                                           $        (1.98)      $         0.04       $        2.02


Nine months ended September 30, 2004
------------------------------------

Net loss:                                                                $      (28,307)      $      (25,748)      $       2,559
Add:  Stock -based employee compensation expense included  in
reported net loss, net of tax effects                                            31,444               28,885              (2,559)

Deduct: Stock-based employee compensation expense assuming a fair
value based method had been used for all awards, net of tax effects             (34,014)              (1,390)             32,624
                                                                         --------------       --------------       -------------

Pro forma - basic                                                        $      (30,877)      $        1,747       $      32,624
                                                                         ==============       ==============       =============

Basic earnings (loss) per common share

     As reported                                                         $        (1.86)      $        (1.69)      $        0.17
     Pro forma                                                           $        (2.03)      $         0.11       $        2.14

Diluted earnings (loss) per common share

     As reported                                                         $        (1.86)      $        (1.69)      $        0.17
     Pro forma                                                           $        (2.03)      $         0.09       $        2.12
</TABLE>


                                                               19


<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)


NOTE 11 - RESTATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONCLUDED)

THE EFFECT ON NOTE 8 SEGMENT INFORMATION

         For the three and nine months ended September 30, 2004 loss before
income taxes and minority interest attributed to our corporate unit decreased
from $52,707 and $53,272 , respectively, as previously reported to $48,457 and
$49,022, respectively, as a result of the corrected treatment of the
non-employee stock options assumed by Outdoor Channel Holdings from its
subsidiary TOC. As of September 30, 2004, total assets attributed to the
Membership division increased from $69,575 to $72,134 reflecting the corrected
treatment of the non-employee stock options assumed by Outdoor Channel Holdings
from its subsidiary, TOC.

         The impact of the restatement as of and for the three and nine months
ended September 30, 2004 is summarized as follows:

<TABLE>
                                                               As originally
Impact Summary                                                   reported           As restated             Change
--------------                                                 -------------        ------------         ------------
<S>                                                            <C>                  <C>                  <C>

As of September 30, 2004
------------------------

Total assets:
   TOC                                                         $     19,374         $     19,374         $         --
   Membership division                                               69,575               72,134                2,559
                                                               ------------         ------------         ------------

           Totals                                              $     88,949         $     91,508         $      2,559
                                                               ============         ============         ============


For the three months ended September 30, 2004
---------------------------------------------

Income (loss) before income taxes and minority interest

   TOC                                                         $      2,463         $      2,463         $         --
   Membership division                                                  306                  306                   --
   Corporate                                                        (52,707)             (48,457)               4,250
                                                               ------------         ------------         ------------

           Totals                                              $    (49,938)        $    (45,688)        $      4,250
                                                               ============         ============         ============


For the nine months ended September 30, 2004
--------------------------------------------

Income (loss) before income taxes and minority interest

   TOC                                                         $      6,931         $      6,931         $         --
   Membership division                                                  482                  482                   --
   Corporate                                                        (53,272)             (49,022)               4,250
                                                               ------------         ------------         ------------

           Totals                                              $    (45,859)        $    (41,609)        $      4,250
                                                               ============         ============         ============
</TABLE>


                                                          20


<PAGE>

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

SAFE HARBOR STATEMENT

         The information contained in this report may include forward-looking
statements. The Company's actual results could differ materially from those
discussed in any forward-looking statements. The statements contained in this
report that are not historical are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including statements, without limitation,
regarding our expectations, beliefs, intentions or strategies regarding the
future. We intend that such forward-looking statements be subject to the
safe-harbor provisions contained in those sections. Such forward-looking
statements relate to, among other things: (1) expected revenue and earnings
growth and changes in mix; (2) anticipated expenses including advertising,
programming, personnel and others; (3) Nielsen Media Research, which we refer to
as Nielsen, estimates regarding total households and cable and satellite homes
subscribing to The Outdoor Channel; and (4) other matters.

         These statements involve significant risks and uncertainties and are
qualified by important factors that could cause our actual results to differ
materially from those reflected by the forward-looking statements. Such factors
include but are not limited to risks and uncertainties associated with: (1) our
ability to execute our business plan; (2) our ability to continue to manage our
revenue and profit growth; (3) competitive factors; (4) the failure to develop
or distribute popular shows on The Outdoor Channel; (5) the risk that
advertising and subscriber revenues may not increase or may in fact decline; (6)
the risk that the number of subscribers for The Outdoor Channel may not increase
or may in fact decline; (7) the risk of primary satellite failure; (8) the
anticipated launch of The Outdoor Channel 2 HD is unsuccessful; (9) the cost of
producing and acquiring programming costs more than planned: and (10) other
factors which are discussed below under the caption "Risks and Uncertainties."
In assessing forward-looking statements contained herein, readers are urged to
read carefully all cautionary statements contained in this Form 10-Q/A and in
our other filings with the Securities and Exchange Commission. For these
forward-looking statements, we claim the protection of the safe harbor for
forward-looking statements in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.

         All amounts in this Item 2. are in thousands except per share data.

RESTATEMENT

         This Form 10-Q/A and the restated unaudited consolidated financial
statements and certain notes included herein reflect the effects of a decrease
in the compensation expense in the three and nine months ended September 30,
2004 resulting from a correction of our accounting treatment of certain of the
options we issued in connection with the acquisition on September 8, 2004 of the
remaining minority interest in TOC that we did not previously own. Such effects
include the restatement of our results of operations for the three and nine
months ended September 30, 2004. This Form 10-Q/A amends our previously filed
Form 10-Q for the quarter ended September 30, 2004 to reflect a decrease in the
non-cash, non-recurring charge to compensation expense to $47,983, instead of
$52,233 as previously reported, and corresponding changes to total expenses,
income (loss) from operations, income (loss) before taxes and minority interest,
income tax provision (benefit), income (loss) before minority interest, net
income (loss), earnings (loss) per share, retained earnings and deferred tax
asset, net. Further, consideration paid for the minority interest reflects an
increase of $4,250 with corresponding increases in goodwill. For the three
months ended September 30, 2004, the income tax provision (benefit) decreased
from ($19,867) to ($18,176), a decrease of $1,691. For the nine months ended
September 30, 2004, the income tax provision (benefit) decreased from ($18,234)
to ($16,543), a decrease of $1,691.

ACCOUNTING FOR ISSUANCE OF STOCK OPTIONS TO NON-EMPLOYEES IN BUSINESS
COMBINATIONS

         In accordance with APB Opinion No. 25, Accounting for Stock Issued to
Employees ("APB 25"), Financial Interpretation No. 44 Accounting for Certain
Transactions Involving Stock Compensation ("FIN 44"), Statement of Financial
Accounting Standards No. 123, Accounting for Stock Based Compensation ("SFAS
123") and Emerging Issues Task Force Consensus 00-23, Issues Related to the
Accounting for Stock Compensation under APB Opinion No. 25 and FASB
Interpretation No. 44 (" EITF 00-23"), we have corrected our accounting for
stock options issued to a non-employee as a result of the options being assumed
by Outdoor Channel Holdings from its subsidiary TOC in connection with the
acquisition of the remaining minority interest of TOC that Outdoor Channel
Holdings did not already own. As previously reported, the value of these options
was treated on the same basis as employee options and was charged to
"Compensation expense from exchange of stock options". Since the options were
fully-vested and the holder was no longer an employee as of the date of the
merger, the value of these options has now been treated as additional
consideration paid by Outdoor Channel Holdings for the remaining stock of TOC
and ultimately included in goodwill.


                                       21


<PAGE>

         As a result of the correction of our accounting treatment for the
issuance of options to purchase shares of our common stock in connection with
the acquisition of the remaining minority interest in TOC that we did not
previously own, we have amended the following Items and sections of our Form
10-Q:

Item 1.  Financial Statements and Supplementary Data:
           Restated Unaudited Condensed Consolidated Balance Sheets as of
             September 30, 2004;
           Restated Unaudited Condensed Consolidated Statements of Operations
             for the three and nine months ended September 30, 2004;
           Restated Unaudited Condensed Consolidated Statements of Stockholders'
             Equity for the nine months ended September 30, 2004;
           Note 1 to Unaudited Condensed Consolidated Financial Statements;
             Organization and Business--DESCRIPTION OF OPERATIONS
           Note 3 to Unaudited Condensed Consolidated Financial Statements;
             Acquisition of Minority Interest of The Outdoor Channel, Inc.;
           Note 4 to Unaudited Condensed Consolidated Financial Statements;
             Earnings Per Share;
           Note 5 to Unaudited Condensed Consolidated Financial Statements;
             Pro Forma Effects of Stock Options;
           Note 8 to Unaudited Condensed Consolidated Financial Statements;
             Segment Information; and
           Note 11 to Unaudited Condensed Consolidated Financial Statements;
             Restatements of Unaudited Condensed Consolidated Financial
             Statements.

Item 2.  Managements Discussion and Analysis of Financial Condition and Results
of Operations

Item 4.  Controls and Procedures

         Except as otherwise expressly noted herein, this Form 10-Q/A does not
reflect events occurring after the November 12, 2004 filing of our Annual Report
on Form 10-Q in any way, except those required to reflect the effects of this
restatement of our financial statements for the periods presented or as deemed
necessary in connection with the completion of restated financial statements.

         Except for additional corrections to Note 5 to the unaudited condensed
consolidated financial statements and certain other immaterial corrections,
the remaining Items required by Form 10-Q are not amended hereby, but are
included herewith for the convenience of the reader. Except as expressly noted
herein, this report continues to speak as of the date of the original filing,
and we have not updated the disclosures in this report to speak as of a later
date.

         While this report primarily relates to the historical periods covered,
events may have taken place since the original filing that might have been
reflected in this report if they had taken place prior to the original filing.

THE EFFECT ON THE UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

         As a result of the restatement, as of September 30, 2004 the
accumulated deficit decreased from the previously reported ($21,604) to
($19,045) as restated as a result of the corrected treatment of the non-employee
stock options assumed by Outdoor Channel Holdings from its subsidiary TOC.
Further, total stockholders' equity increased from the previously reported
$84,779 to $87,338.

         As of September 30, 2004, goodwill increased from the previously
reported $31,416 to $35,666 while net deferred tax assets decreased from the
previously reported $21,214 to $19,523. Total assets also increased from $88,949
to $91,508.

THE EFFECT ON THE UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

         For the three months ended September 30, 2004 net loss attributable to
common stockholders decreased from ($30,264) as previously reported or ($1.99)
per share to ($27,705) or ($1.75) per share as a result of the corrected
treatment of the non-employee stock options assumed by Outdoor Channel Holdings
from its subsidiary TOC. For the nine months ended September 30, 2004 net loss
attributable to common stockholders decreased from ($28,307) as previously
reported or ($1.79) per share to ($25,748) or ($1.69) per share.


                                       22


<PAGE>

         The impact of the restatement for the three and nine months ended
September 30, 2004 is summarized as follows:

<TABLE>
                                                               As originally
Impact Summary                                                   reported           As restated             Change
--------------                                                 -------------        ------------         ------------
                                                                      (In thousands, except for per share data)
<S>                                                            <C>                  <C>                  <C>
As of and for the three months ended September 30, 2004
-------------------------------------------------------

Deferred tax assets, net                                       $     21,214         $     19,523         $     (1,691)
Goodwill                                                             31,416               35,666                4,250
Total assets                                                         88,949               91,508                2,559
Accumulated deficit                                                 (21,604)             (19,045)               2,559
Total stockholders' equity                                           84,779               87,338                2,559

Loss from operations                                                (49,956)             (45,706)               4,250

Net loss                                                            (30,264)             (27,705)               2,559

Net loss per common share (basic and diluted)                         (1.99)               (1.75)                0.24


Nine months ended September 30, 2004
------------------------------------

Loss from operations                                                (45,910)             (41,660)               4,250

Net loss                                                            (28,307)             (25,748)               2,559

Net loss per common share (basic and diluted)                  $      (1.79)        $      (1.69)        $       0.10
</TABLE>

THE EFFECT ON THE CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

         As a result of the restatement, as of September 30, 2004 the components
of additional paid-in capital have changed. Stock and stock options exchanged
for stock and non-employee stock options of subsidiary has increased from
$46,059 as previously reported to $50,309, an increase of $4,250, as restated as
a result of the corrected treatment of the non-employee stock options assumed by
Outdoor Channel Holdings from its subsidiary TOC. Further the effect of exchange
of stock options for stock options of subsidiary decreased from the previously
reported $52,233 to $47,983 a decrease of $4,250. The income tax provision
(benefit) decreased from ($18,234) to ($16,543), a decrease of $1,691. As a
result, net loss decreased by $2,559. As a result, accumulated deficit decreased
from ($21,604) to ($19,045), a net decrease of $2,559.

THE EFFECT ON NOTE 3 ACQUISITION OF MINORITY INTEREST OF THE OUTDOOR CHANNEL,
INC.

         As a result of the restatement, as of September 30, 2004 the total of
the acquisition costs of the minority interest in TOC by Outdoor Channel
Holdings was increased from $46,945 as previously reported to $51,195, an
increase of $4,250. Further the allocation of the acquisition costs to goodwill
increased from $31,416 as previously reported to $35,666 and total intangible
assets increased from $43,961 to $48,211.


                                       23


<PAGE>

         The impact of the restatement as of September 30, 2004 is summarized as
follows:

<TABLE>
                                              As originally
Impact Summary                                   reported         As restated          Change
--------------                                 -----------        -----------        -----------
                                                    (In thousands, except per share data)
<S>                                            <C>                <C>                <C>
As of September 30, 2004
------------------------

Multiple system operators relationships        $    10,573        $    10,573        $        --

Advertising customer relationships:

           Short form                                1,351              1,351                 --

           Long form                                   621                621                 --
                                               -----------        -----------        -----------
Total identifiable intangibles                      12,545             12,545                 --

Goodwill                                            31,416             35,666              4,250
                                               -----------        -----------        -----------

Total intangible assets                             43,961             48,211              4,250

Minority interest in subsidiary                      2,984              2,984                 --
                                               -----------        -----------        -----------

Aggregate purchase price                       $    46,945        $    51,195        $     4,250
                                               ===========        ===========        ===========
</TABLE>


THE EFFECT ON NOTE 4 EARNINGS (LOSS) PER SHARE AND THE EFFECT ON NOTE 5 PRO
FORMA EFFECTS OF STOCK OPTIONS

         For the three and nine months ended September 30, 2004 net income
(loss) decreased from ($30,264) and ($28,307), respectively, as previously
reported to ($27,705) and ($25,748), respectively, as a result of the corrected
treatment of the non-employee stock options assumed by Outdoor Channel Holdings
from its subsidiary TOC. Stock-based employee compensation expense included in
reported net loss, net of tax effects decreased for both the three and nine
months ended September 30, 2004 from $31,444 as previously reported to $28,885.

         Further as required by SFAS 123 and disclosed in Note 4 to the
unaudited consolidated financial statements stock-based employee compensation
expense assuming a fair value based method had been used for all awards, net of
tax effects, for the three months ended September 30, 2004 decreased from
$32,499 as previously reported to $635. Stock-based employee compensation
expense assuming a fair value based method had been used for all awards, net of
tax effects, for the nine months ended September 30, 2004 decreased from $34,014
as previously reported to $1,547. The amounts originally reported approximated
the fair value of the options issued by the Company at the date they were
exchanged for options of TOC in connection with the acquisition of the minority
interest. The adjusted amounts reflect the excess of the fair value of the
options issued by the Company at the date of the exchange over the fair value of
the TOC options immediately before the exchange. Such excess was immaterial.

         As a result, pro forma basic net income (loss) changed from a loss of
($31,319) and ($30,877) for the three and nine months ended September 30, 2004,
respectively, as previously reported to net income of $545 and $1,591,
respectively.


                                       24


<PAGE>

         The impact of the restatement for the three and nine months ended
September 30, 2004 is summarized as follows:

<TABLE>
                                                                         As originally
Impact Summary                                                              reported           As restated             Change
--------------                                                           --------------       --------------       --------------
                                                                                  (In thousands, except per share data)
<S>                                                                      <C>                  <C>                  <C>

Three months ended September 30, 2004
-------------------------------------

Net loss                                                                 $      (30,264)      $      (27,705)      $        2,559
Add: Stock -based employee compensation expense included in
reported net loss, net of tax effects                                            31,444               28,885               (2,559)

Deduct: Stock -based employee compensation expense assuming a fair
value based method had been used for all awards, net of tax effects             (32,499)                (478)              32,021
                                                                         --------------       --------------       --------------

Pro forma - basic                                                        $      (31,319)      $          702       $       32,021
                                                                         ==============       ==============       ==============

Basic earnings (loss) per common share

     As reported                                                         $        (1.92)      $        (1.75)      $         0.17
     Pro forma                                                           $        (1.98)      $         0.04       $         2.02

Diluted earnings (loss) per common share

     As reported                                                         $        (1.92)      $        (1.75)      $         0.17
     Pro forma                                                           $        (1.98)      $         0.04       $         2.02

Nine months ended September 30, 2004
------------------------------------

Net loss                                                                 $      (28,307)      $      (25,748)      $        2,559
Add: Stock -based employee compensation expense included in
reported net loss, net of tax effects                                            31,444               28,885               (2,559)

Deduct: Stock -based employee compensation expense assuming a fair
value based method had been used for all awards, net of tax effects             (34,014)              (1,390)              32,624
                                                                         --------------       --------------       --------------

Pro forma - basic                                                        $      (30,877)      $        1,747       $       32,624
                                                                         ==============       ==============       ==============

Basic earnings (loss) per common share
     As reported                                                         $        (1.86)      $        (1.69)      $         0.17
     Pro forma                                                           $        (2.03)      $         0.11       $         2.14

Diluted earnings (loss) per common share
     As reported                                                         $        (1.86)      $        (1.69)      $         0.17
      Pro forma                                                          $        (2.03)      $         0.09       $         2.12
</TABLE>

THE EFFECT ON NOTE 8 SEGMENT INFORMATION

       For the three and nine months ended September 30, 2004 loss before income
taxes and minority interest attributed to our corporate unit decreased from
$52,707 and $53,272 , respectively, as previously reported to $48,457 and
$49,022, respectively, as a result of the corrected treatment of the
non-employee stock options assumed by Outdoor Channel Holdings from its
subsidiary TOC. As of September 30, 2004, total assets attributed to the
Membership division increased from $69,575 to $72,134 reflecting the corrected
treatment of the non-employee stock options assumed by Outdoor Channel Holdings
from its subsidiary, TOC.


                                       25


<PAGE>

         The impact of the restatement as of and for the three and nine months
ended September 30, 2004 is summarized as follows:

<TABLE>
                                                             As originally
Impact Summary                                                 reported         As restated            Change
--------------                                               -------------      ------------        ------------
                                                                               (In thousand)
<S>                                                          <C>                <C>                <C>

As of September 30, 2004
------------------------

Total assets:

   TOC                                                       $     19,374       $     19,374       $         --
   Membership division                                             69,575             72,134               2,559
                                                             ------------       ------------        ------------
           Totals                                            $     88,949       $     91,508        $      2,559
                                                             ============       ============        ============


For the three months ended September 30, 2004
---------------------------------------------

Income (loss) before income taxes and minority interest

   TOC                                                       $      2,463       $      2,463        $         --
   Membership division                                                306                306                  --
   Corporate                                                      (52,707)           (48,457)              4,250
                                                             ------------       ------------        ------------

           Totals                                            $    (49,938)      $    (45,688)       $      4,250
                                                             ============       ============        ============


For the nine months ended September 30, 2004
--------------------------------------------

Income (loss) before income taxes and minority interest

   TOC                                                       $      6,931       $      6,931        $         --
   Membership division                                                482                482                  --
   Corporate                                                      (53,272)           (49,022)              4,250
                                                             ------------       ------------        ------------

           Totals                                            $    (45,859)      $    (41,609)       $      4,250
                                                             ============       ============        ============
</TABLE>

GENERAL

         Outdoor Channel Holdings, Inc. (which we refer to as "Outdoor Channel
Holdings" or the "Company"), through its indirect wholly-owned subsidiary The
Outdoor Channel, Inc. ("TOC"), owns and operates The Outdoor Channel which is a
national television network devoted primarily to traditional outdoor activities,
such as hunting, fishing, shooting sports, rodeo, motor sports, gold prospecting
and related life style programming. The Company also owns and operates related
businesses which serve the interests of viewers of The Outdoor Channel and other
outdoor enthusiasts. These related businesses include: LDMA-AU, Inc. ("Lost
Dutchman's") and Gold Prospector's Association of America, LLC ("GPAA"). Lost
Dutchman's is a national gold prospecting campground club with approximately
6,100 members and properties in Arizona, California, Colorado, Georgia,
Michigan, North Carolina, Oregon and South Carolina. We believe GPAA is one of
the largest gold prospecting clubs in the world with approximately 31,800 active
members. GPAA is the publisher of the "Gold Prospectors & Treasure Hunters in
the Great Outdoors" magazine and owner of a 2,300 acre property near Nome,
Alaska used to provide outings for a fee to its members.

         The Company's revenues include (1) advertising fees from advertisements
aired on The Outdoor Channel (which include producer fees paid by outside
producers to air their program on The Outdoor Channel) and from advertisements
in "Gold Prospector & Treasure Hunters in the Great Outdoors " magazine; (2)
subscriber fees paid by cable and direct broadcast satellite (known as DBS)
operators that air The Outdoor Channel; and (3) membership fees from members in
both Lost Dutchman's and GPAA and other income including products and services
related to gold prospecting, gold shows, trips and outings.


                                       26


<PAGE>

         Key elements of our current business strategy are as follows:

         o        Expanding marketing efforts in an attempt to grow The Outdoor
                  Channel's subscriber base;
         o        Launch The Outdoor Channel 2 HD (which we refer to as TOC 2
                  HD),including negotiating and securing carriage agreements for
                  this new channel;
         o        Pursuing national advertising accounts for The Outdoor
                  Channel;
         o        Increasing production and licensing of high quality
                  programming for The Outdoor Channel; and
         o        Building a library of high-definition programming to support
                  the TOC 2 HD and possible distribution in other outlets;
         o        Seeking new membership in our club organizations - GPAA and
                  Lost Dutchman's.

         The results of our operations for the three and nine months ended
September 30, 2004 reflect our pursuit of these strategies. In response to the
recent slowing in the growth rate of the number of subscribers to The Outdoor
Channel, we have launched a new marketing approach which involves spending more
advertising dollars on a "demand-push strategy", which focuses ON the cable and
DBS operators, as compared to a "demand-pull strategy," which focuses on the
viewers of The Outdoor Channel. The recent growth in our advertising revenue for
the nine months ended September 30, 2004 compared to the prior year comparable
period reflects our increased focus on national advertising accounts. In order
to assist in our building of a library of high quality programming and
programming distribution rights, we are increasing our in-house production of
programming compared to the amount of programming we previously produced
in-house. This will help support the launch of TOC 2 HD as well as improve the
quality of programming on The Outdoor Channel. As a result, we expect that
advertising and programming costs associated with these efforts will continue to
increase in the foreseeable future both in absolute dollars and when expressed
as a percentage of revenue. We are reviewing capitalizing and amortizing
programming costs as may be deemed appropriate under changed circumstances.

         Membership income increased for the three and nine months ended
September 30, 2004 compared to the results from the prior year comparable
periods. The increase in membership income was driven by increased attendance at
our gold shows and 70 more participants (or an increase of approximately 33%) on
our annual Alaska trip.

         Our ability to implement our business strategy requires that we
successfully manage our operations and business, which we may not be able to do
as well as we anticipate. Our business is subject to numerous factors beyond our
control and we may not be able to successfully implement our strategy and no
assurances can be given that these efforts will result in increased revenues or
improved margins or profitability. If we are not able to increase our revenues
or increase our profitability in the future under this business strategy, our
results of operations could be adversely impacted.

         This discussion should be read in conjunction with our Annual Report on
Form 10-KSB for the year ended December 31, 2003 that was previously filed with
the Securities and Exchange Commission. Unless otherwise noted, all dollar
amounts expressed herein are in thousands.

ACQUISITION OF SUBSTANTIALLY ALL OF THE MINORITY INTEREST OF THE OUTDOOR
CHANNEL, INC.

         On September 9, 2004, the Company announced the completion of the
acquisition of substantially all of the remaining 17.6% minority interest in TOC
by Outdoor Channel Holdings through (i) the merger of TOC with a newly-formed,
wholly-owned subsidiary of Outdoor Channel Holdings, with TOC being the
surviving corporation, and (ii) the exchange of each share of TOC common stock
not previously held by Outdoor Channel Holdings or its subsidiaries for 0.65
shares of Outdoor Channel Holdings' common stock. In addition, each outstanding
option to purchase one share of TOC common stock was exchanged for an option to
purchase 0.65 shares of Outdoor Channel Holdings' common stock. Effective
September 14, 2004, the Company effected a 5 for 2 forward split of its stock in
conjunction with its reincorporation from Alaska to Delaware. All share data
included in this report has been adjusted to reflect this forward split.

         Based on the exchange ratio and the 5 for 2 forward split as explained
above and the capitalization of TOC, Outdoor Channel Holdings issued 2,836
shares of its common stock as well as options to purchase 4,012 additional
shares on September 8, 2004.

         The acquisition of substantially all of the 17.6% minority interest in
TOC was accounted for using the purchase method of accounting. The cost of
acquiring the minority interest included the aggregate fair value of the common
shares of Outdoor Channel Holdings issued in exchange for common shares of TOC
and certain other direct costs. The acquisition cost was allocated based on the
fair value of the assets of TOC that were acquired and liabilities that were
assumed, including intangible assets that arose from contractual or other legal
rights or met certain other recognition criteria that underlie the 17.6%
minority interest that was acquired. The excess of the cost of the minority
interest over the fair value of the underlying interest in the net identifiable
assets acquired was allocated to goodwill.


                                       27


<PAGE>

         The cost of the acquisition of the minority interest in TOC by Outdoor
Channel Holdings was $51,195 based on the issuance at the closing of 2,836
shares of Outdoor Channel Holdings' common stock and the average closing price
of $16.24 per share for a specified period before and after April 20, 2004, the
last trading day before the public announcement of the material terms of the
acquisition plus the assumption of 325 fully-vested options of a former employee
of TOC with an intrinsic value of $4,250 plus other certain costs. Based on the
analysis of the fair value of the assets that were acquired and liabilities that
were assumed, the acquisition costs of $51,195 were allocated to intangible
assets and are subject to amortization as follows:

<TABLE>
                                                                Allocation            Estimated Useful Life
                                                              --------------          ---------------------
                                                                (Restated)
                                                              (In thousands)
<S>                                                           <C>                           <C>

                  MSO relationships                           $       10,573                Indefinite

                  Advertising customer relationships:
                           Short form                                  1,351                    4

                           Long form                                     621                    3
                                                              --------------
                  Total identifiable intangible assets                12,545

                  Goodwill                                            35,666                Indefinite
                                                              --------------

                  Total intangible assets                             48,211

                  Minority interest in subsidiary                      2,984
                                                              --------------

                  Aggregate purchase price                    $       51,195
                                                              ==============
</TABLE>

         The exchange of vested employee stock options by Outdoor Channel
Holdings for vested stock options held by employees of TOC resulted in a charge
to net income in the consolidated statement of operations on September 8, 2004
equal to the intrinsic value of the options issued on that date net of any
related income tax benefit. The employee options to purchase approximately 3,687
shares that Outdoor Channel Holdings issued in exchange for vested options of
TOC on September 8, 2004 had a fair value of $14.00 per share based on the
Closing price of Outdoor Channel Holdings' common stock on that day. As a
result, The Company incurred a non-cash, non-recurring charge to operating
expenses of $47,983 and recognized an income tax benefit of $19,098 or a net
charge of $28,885.

         In some of the following period-to-period comparisons, the Company has
specifically noted, and at times excluded the non-cash, non-recurring
compensation expense of $47,983 incurred by the Company and the related tax
benefit of $19,098 as the result of the assumption of TOC options in connection
with the acquisition of the minority interest in TOC because it believes
quantifying the effects of this charge provides a better understanding of the
Company's results or operations. The Company's management also believes that
disclosure of its results in this manner, when presented in conjunction with the
corresponding GAAP measures, provides useful information to investors and others
in identifying and understanding the Company's operating performance for the
periods presented.


                                       28


<PAGE>

<TABLE>
             COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003
                                              (ALL DOLLAR AMOUNTS IN THOUSANDS)

                                                                                         Change            % of Total Revenue
                                                                                         ------            ------------------
                                               2004             2003             $                 %        2004        2003
                                               ----             ----           -----             -----      ----        ----
                                            (Restated)                                 (Restated)        (Restated)
                                            ----------                                 ----------        ----------
<S>                                        <C>              <C>             <C>               <C>          <C>           <C>

Advertising revenue                        $     5,739      $     4,214     $     1,525          36.2%       52.3%       49.9%
Subscriber fees                                  3,450            3,005             445          14.8        31.5        35.6
Membership income                                1,776            1,224             552          45.1        16.2        14.5
                                           -----------      -----------     -----------                   --------    --------
     Total revenues                             10,965            8,443           2,522          29.9       100.0       100.0
                                           -----------      -----------     -----------                   --------    --------

Satellite transmission fees                        582              611             (29)         (4.7)        5.3         7.2
Advertising and programming                      2,243              910           1,333         146.5        20.5        10.8
Compensation expense from exchange              47,983               --          47,983          NM         437.6         0.0
  of stock options
Selling, general and administrative              5,863            4,345           1,518          34.9        53.5        51.5
                                           -----------      -----------     -----------                   --------    --------
     Total expenses                             56,671            5,866          50,805         866.1       516.9        69.5
                                           -----------      -----------     -----------                   --------    --------

Income (loss) from operations                  (45,706)           2,577         (48,283)     (1,873.6)     (416.9)       30.5

Interest income (expense), net                      18                8              10         125.0         0.2         0.1
                                           -----------      -----------     -----------                   --------    --------

Income (loss) before provision for             (45,688)           2,585         (48,273)     (1,867.4)     (416.7)       30.6
  income taxes and minority interest

Income tax provision (benefit)                 (18,176)           1,028         (19,204)     (1,868.1)     (165.8)       12.2
                                           -----------      -----------     -----------                   --------    --------

Income (loss) before minority interest         (27,512)           1,557         (29,069)     (1,867.0)     (250.9)       18.4

Minority interest in net income of
  consolidated subsidiary                          193              272             (79)        (29.0)        1.8         3.2
                                           -----------      -----------     -----------                   --------    --------

Net income (loss)                          $   (27,705)     $     1,285     $   (28,990)      2,256.0%     (252.7)%      15.2%
                                           ===========      ===========     ===========                   ========    ========
</TABLE>
NM - NOT MEANINGFUL


REVENUES

         Our revenues include revenues from: (1) advertising; (2) subscriber
fees; and (3) membership income, which includes membership sales, merchandise
sales and sponsored outings to prospect for gold in connection with GPAA and
Lost Dutchman's. Advertising revenue is generated from the sale of advertising
time on The Outdoor Channel and from the sale of advertising space in
publications such as the "Gold Prospectors & Treasure Hunters in the Great
Outdoors" magazine. For the three months ended September 30, 2004 and 2003, TOC
generated approximately 97.4% and 97.9% of our advertising revenue,
respectively. Subscriber fees are solely related to The Outdoor Channel business
segment. Membership income is generated by our activities other than the
operation of The Outdoor Channel.

         Total revenues for the three months ended September 30, 2004 were
$10,965, an increase of $2,522, or 29.9%, compared to revenues of $8,443 for the
three months ended September 30, 2003. This net increase was the result of
changes in several items comprising revenue as discussed below.

         Advertising revenue for the three months ended September 30, 2004 was
$5,739, an increase of $1,525 or 36.2% compared to $4,214 for the three months
ended September 30, 2003. The increase is driven by TOC being better able to
compete for national advertising business as a result of obtaining Nielsen
ratings which allowed us to demonstrate our household delivery. Nielsen reported
that we had approximately 26.2 million subscribers at the end of September 2004
compared to 24.7 million at the end of September 2003 an increase of 1.5 million
or 6.1%. (Nielsen revises this estimate each month and as of November 1, 2004,
Nielsen reported that we had approximately 25.3 million subscribers.) The fact
that we had Nielsen ratings and demographic data coupled with the increase in
the number of subscribers allowed us to better utilize our advertising inventory


                                       29


<PAGE>

and increase our effective rates realized on our advertising time on The Outdoor
Channel. Further, as demand for our air time increased, the fees paid by third
party programmers to air their programs on The Outdoor Channel increased.

         Subscriber fees for the three months ended September 30, 2004 were
$3,450, an increase of $445 or 14.8% compared to $3,005 for the three months
ended September 30, 2003. The increase was primarily due to: the increased
number of subscribers as noted above; contractual subscriber fee rate increases
with existing affiliates; the beginning of payments late in 2003 from certain
carriers who had previously received The Outdoor Channel without charge which
were realized in the first, second and third quarters of 2004 and not in the
comparable prior periods; and the increasing penetration of The Outdoor Channel
on DirecTV.

         Membership income for the three months ended September 30, 2004 was
$1,776, an increase of $552 or 45.1% compared to $1,224 for the three months
ended September 30, 2003. The increase in membership income was driven by
increased attendance at our gold shows and 70 more participants (or an increase
of approximately 33%) on our annual Alaska trip.

EXPENSES

         Expenses consist of (1) satellite transmission fees; (2) advertising
and programming; (3) compensation expense from exchange of TOC stock options;
and (4) selling, general and administrative expenses.

         Total expenses for the three months ended September 30, 2004 were
$56,671, an increase of $50,805, or 866.1%, compared to $5,866 for the three
months ended September 30, 2003. As a percentage of revenues, total expenses are
516.9% and 69.5% in the three months ended September 30, 2004 and 2003,
respectively. The increase in expenses was due to several factors, but is
principally driven by compensation expense incurred by the issuance of options
to TOC employees with an intrinsic value of $47,983 in accordance with the terms
of the acquisition by the Company of substantially all of the remaining 17.6%
minority interest in TOC it did not already own.

         Satellite transmission fees for the three months ended September 30,
2004 were $582, a decrease of $29, or 4.7%, compared to $611 for the three
months ended September 30, 2003. This relatively static comparison reflects the
fixed nature of our contracts for these services. We are scheduled for a price
increase in October 2005 amounting to $5 per month.

         Advertising and programming expenses for the three months ended
September 30, 2004 were $2,243, an increase of $1,333 or 146.5% compared to $910
for the three months ended September 30, 2003. The increase in advertising and
programming expenses is principally a result of our increased spending on
consumer and trade industry awareness campaigns to build demand for and
awareness of The Outdoor Channel. Part of the increase is also a result of our
decision to produce more of our programming in-house, including programming for
The Outdoor Channel 2 HD. Advertising and programming expenses are expected to
continue to grow faster than the expected growth in total revenue thus
increasing as a percentage of revenue, as a larger percentage of our programming
is produced in-house as opposed to production being provided by third party
producers. We believe in-house programming gives us better control of the
programming in terms of content and quality. Further, it yields increased
advertising inventory to drive growth of advertising revenue.

         Compensation expense from exchange of employee stock options for the
three months ended September 30, 2004 was $47,983 and was incurred as a result
of the issuance of 3,687 options to TOC employee option holders in accordance
with the terms of the acquisition of substantially all of the remaining 17.6%
minority interest in TOC we did not already own. This charge is both non-cash
and non-recurring.

         Selling, general and administrative expenses for the three months ended
September 30, 2004 were $5,863, an increase of $1,518 or 34.9% compared to
$4,345 for the three months ended September 30, 2003. As a percentage of
revenues, selling, general and administrative expenses were 53.5% and 51.5% for
the three months ended September 30, 2004 and 2003, respectively. The increase
in the amount of these expenses is primarily due to several factors. Personnel
expenses increased by approximately $450 in the third quarter of 2004 over 2003
principally as a result of increased personnel to 127 from 111 at September 30,
2004 and 2003, respectively. Further, we experienced increases in other
components of selling, general and administrative expenses: Professional fees
and associated costs related to our reincorporation in Delaware; listing of our
common stock on the Nasdaq National Market; increased depreciation expense as a
result of our equipment purchases in 2004 and 2003 to support our growth; and
our increased travel related costs associated with our increased advertising
sales staff, support of our growing number of affiliates and the promotion of
The Outdoor Channel.


                                       30


<PAGE>

         INCOME (LOSS) FROM OPERATIONS

         Income (loss) from operations for the three months ended September 30,
2004 was ($45,706), a decrease of $48,283 or 1,873.6% compared to $2,577 for the
three months ended September 30, 2003. As a percentage of revenues, income
(loss) from operations was (416.9%) and 30.5% for the three months ended
September 30, 2004 and 2003, respectively.

         As explained above, the non-cash, non-recurring compensation expense
charge of $47,983 which resulted from the assumption of employee stock options
in connection with the acquisition of the minority interest in TOC accounts for
the majority of the loss from operations for the three months ended September
30, 2004. If we excluded this charge, income from operations would have been
$2,277 or a decrease of $300. As a percentage of revenue this adjusted total
would have been 20.8%. As we shift to a larger percentage of our programming
being produced in-house and as we incur costs associated with the planned launch
of a second channel, The Outdoor Channel 2 HD, our margins are likely to
continue to decline until we achieve sufficient scale to allow revenue growth to
out pace the cost and expense growth.

         INTEREST INCOME (EXPENSE), NET

         Interest income (expense), net for the three months ended September 30,
2004 was $18, an increase of $10 compared to $8 for the three months ended
September 30, 2003. This improvement was primarily due to the retirement of the
Company's debt to stockholders during 2003, resulting in less interest expense
complemented by the interest earned on increased cash balances.

         INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST
         IN NET INCOME OF CONSOLIDATED SUBSIDIARY

         Income (loss) before provision for income taxes and minority interest
decreased significantly as a percentage of revenues to (416.7%) for the three
months ended September 30, 2004 compared to 30.6% for the three months ended
September 30, 2003.

         For the TOC business segment, income before provision for income taxes
and minority interest as a percentage of revenue decreased to 27.3% for the
three months ended September 30, 2004, compared to 37.7% for the three months
ended September 30, 2003. The decrease was due mainly to the growth of our
advertising and programming expenses in the third quarter, increases in
personnel expenses resulting from (1) the increase in the number of employees
from 80 at the end of September 2003 to 96 by the end of September 2004 and (2)
increased commissions paid on increased advertising sales.

         For the membership division segment, income before provision for income
taxes and minority interest as a percentage of revenues increased to 15.9% for
the three months ended September 30, 2004 compared to (1.3)% for the three
months ended September 30, 2003. The increase principally reflects a concerted
effort to control costs and make adjustments in our marketing and advertising
that yield increased sales while spending less on direct selling, general and
administrative expenses.

         For the corporate business segment, loss before provision for income
taxes and minority interest for the three months ended September 30, 2004 was
$48,457, a decrease of $48,364 compared to a loss of $93 for the three months
ended September 30, 2003. The expenses allocated to this business segment
include: the non-cash, non-recurring compensation expense charge of $47,983
which resulted from the assumption of employee stock options in connection with
the acquisition of the minority interest in TOC, professional fees including
public relations, accounting and legal fees, business insurance, board of
directors fees and expenses and an allocation of corporate officers' payroll and
related expenses. The increase in the expenses of corporate business segment is
principally related to costs associated with GPAA acquiring substantially all of
the remaining 17.6% minority interest in TOC.

         INCOME TAX PROVISION (BENEFIT)

         The provision for income taxes for the three months ended September 30,
2004 was ($18,176), a decrease of $19,204 or 1,868.1% as compared to $1,028 for
the three months ended September 30, 2003. The significant decrease was
principally due to the Company recognizing an income tax benefit of $19,098
arising from a non-cash, non-recurring compensation expense charge of $47,983
which resulted from the assumption of employee stock options in connection with
the acquisition of the minority interest in TOC. The effective income tax rate
was approximately 40.0% for both three months ended September 30, 2004 and 2003.


                                       31


<PAGE>

         MINORITY INTEREST IN NET INCOME OF CONSOLIDATED SUBSIDIARY

         Minority interest for the three months ended September 30, 2004 was
$193,000 compared to $272,000 for the three months ended September 30, 2003.
This was primarily due to the elimination of minority interest in the month of
September as a result of GPAA acquiring substantially all of the remaining 17.6%
minority interest in TOC it did not already own.

         NET INCOME (LOSS)

         For the reasons stated above, net income (loss) for the three months
ended September 30, 2004 was ($27,705) a decrease of $28,990 or 2,256.0%
compared to $1,285 for the three months ended September 30, 2003. As a
percentage of revenues, net income (loss) was (252.7%) and 15.2% for the three
months ended September 30, 2004 and 2003, respectively. Excluding the non-cash,
non-recurring charge of $47,983, net of income tax benefit of $19,098, net
income for the three months ended September 30, 2004 would have been $1,180 or
10.8% of revenues.

         EARNINGS (LOSS) PER SHARE

         Earnings (loss) per common share for the three months ended September
30, 2004 was $(1.75) per basic share and diluted share compared with $0.09 per
basic share and $0.08 per diluted share for the three months ended September 30,
2003. Diluted loss per share was equal to basic loss per share due to the
Company's losses.

<TABLE>
            COMPARISON OF OPERATING RESULTS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003
                                                (ALL DOLLAR AMOUNTS IN THOUSANDS)

                                                                                         Change            % of Total Revenue
                                                                                         ------            ------------------
                                               2004             2003             $                 %        2004        2003
                                               ----             ----           -----             -----      ----        ----
                                            (Restated)                                 (Restated)        (Restated)
                                            ----------                                 ----------        ----------
<S>                                        <C>              <C>             <C>               <C>          <C>           <C>

Advertising revenue                        $    15,928      $    11,689      $     4,239           36.3%       53.6%       50.7%
Subscriber fees                                  9,830            7,830            2,000           25.5        33.0        33.9
Membership income                                3,995            3,549              446           12.6        13.4        15.4
                                           -----------      -----------      -----------                    --------    --------
     Total revenues                             29,753           23,068            6,685           29.0       100.0       100.0
                                           -----------      -----------      -----------                    --------    --------

Satellite transmission fees                      1,759            1,813              (54)          (3.0)        5.9         7.9
Advertising and programming                      5,997            3,158            2,839           89.9        20.1        13.7
Compensation expense from exchange
  of stock options                              47,983               --           47,983           NM         161.3         0.0
Selling, general and administrative             15,674           12,304            3,370           27.4        52.7        53.3
                                           -----------      -----------      -----------                    --------    --------
     Total expenses                             71,413           17,275           54,138          313.4       240.0        74.9
                                           -----------      -----------      -----------                    --------    --------

Income (loss) from operations                  (41,660)           5,793          (47,453)        (819.1)     (140.0)       25.1

Interest income (expense), net                      51                2               49        2,450.0         0.2         0.0
                                           -----------      -----------      -----------                    --------    --------

Income (loss) before provision for
  income taxes and minority interest           (41,609)           5,795          (47,404)        (818.0)     (139.8)       25.1

Income tax provision (benefit)                 (16,543)           2,300          (18,843)        (819.3)      (55.6)        9.9
                                           -----------      -----------      -----------                    --------    --------

Income (loss) before minority interest         (25,066)           3,495          (28,561)        (817.2)      (84.2)       15.2%

Minority interest in net income
  of consolidated subsidiary                       682              622               60            9.6         2.3         2.7%
                                           -----------      -----------      -----------                    --------    --------

Net income (loss)                          $   (25,748)     $     2,873      $   (28,621)        (996.2)%     (86.5)%      12.5%
                                           ===========      ===========      ===========                    ========    ========
</TABLE>
NM - NOT MEANINGFUL

                                                               32


<PAGE>

REVENUES

         Total revenues for the nine months ended September 30, 2004 were
$29,793, an increase of $6,685, or 29.0%, compared to revenues of $23,068 for
the nine months ended September 30, 2003. This net increase was the result of
changes in several items comprising revenue as discussed below.

         Advertising revenue for the nine months ended September 30, 2004 was
$15,928, an increase of $4,239 or 36.3% compared to $11,689 for the nine months
ended September 30, 2003. The increase is driven by TOC being better able to
compete for national advertising business as a result of obtaining Nielsen
ratings which allowed us to demonstrate our household delivery. Nielsen reported
that we had approximately 26.2 million subscribers at the end of September 2004
compared to 24.7 million at the end of September 2003 an increase of 1.5 million
or 6.1%. (Nielsen revises this estimate each month and as of November 1, 2004,
Nielsen reported that we had approximately 25.3 million subscribers.) The fact
that we had Nielsen ratings and demographic data coupled with the increase in
the number of subscribers allowed us to better utilize our advertising inventory
and increase our effective rates realized on our advertising time on The Outdoor
Channel. Further, as demand for our air time increased, the fees paid by third
party programmers to air their programs on The Outdoor Channel increased.

         Subscriber fees for the nine months ended September 30, 2004 were
$9,830, an increase of $2,000 or 25.5% compared to $7,830 for the nine months
ended September 30, 2003. The increase was primarily due to: the increased
number of subscribers as noted above; contractual subscriber fee rate increases
with existing affiliates; the beginning of payments late in 2003 from certain
carriers who had previously received The Outdoor Channel without charge which
were realized in the first and second quarters of 2004 and not in the comparable
prior periods; and the increasing penetration of The Outdoor Channel on DirecTV.

         Membership income for the nine months ended September 30, 2004 was
$3,995, an increase of $446 or 12.6% compared to $3,549 for the nine months
ended September 30, 2003. The increase in membership income was driven by
increased attendance at our gold shows and 70 more participants (or an increase
by approximately 33%) on our annual Alaska trip.

EXPENSES

         Total expenses for the nine months ended September 30, 2004 were
$71,413, an increase of $54,138, or 313.4%, compared to $17,275 for the nine
months ended September 30, 2003. As a percentage of revenues, total expenses are
240.0% and 74.9% in the nine months ended September 30, 2004 and 2003,
respectively. The increase in expenses was due to several factors, but is
principally driven by the non-cash, non-recurring compensation expense incurred
by the issuance of options to TOC employees in connection with the TOC merger
with an intrinsic value of $47,983 in accordance with the terms of the
acquisition by the Company of substantially all of the remaining 17.6% minority
interest in TOC it did not already own.

         Satellite transmission fees for the nine months ended September 30,
2004 were $1,759, a decrease of $54, or 3.0%, compared to $1,813 for the nine
months ended September 30, 2003. This relatively static comparison reflects the
fixed nature of our contracts for these services and a negotiated price decrease
in the contract. We are scheduled for a price increase in October 2005 amounting
to $5 per month.

         Advertising and programming expenses for the nine months ended
September 30, 2004 were $5,997, an increase of $2,839 or 89.9% compared to
$3,158 for the nine months ended September 30, 2003. The increase in advertising
and programming expenses is principally a result of our increased spending on
consumer and trade industry awareness campaigns to build demand for and
awareness of The Outdoor Channel. Part of the increase is also a result of our
decision to produce more of our programming in-house, including programming for
The Outdoor Channel 2 HD. Advertising and programming expenses are expected to
continue to grow faster than the expected growth in total revenue and increase
as a percentage of revenue, as a larger percentage of our programming is
produced in-house as opposed to production being provided by third party
producers.

         Compensation expense from exchange employee of stock options for the
nine months ended September 30, 2004 was $47,983 and was incurred as a result of
the issuance of 3,687 options to TOC employee option holders in accordance with
the terms of the acquisition by the Company of substantially all of the
remaining 17.6% minority interest in TOC it did not already own.

         Selling, general and administrative expenses for the nine months ended
September 30, 2004 were $15,674, an increase of $3,370 or 27.4% compared to
$12,304 for the nine months ended September 30, 2003. As a percentage of
revenues, selling, general and administrative expenses were 52.7% and 53.3% for
the nine months ended September 30, 2004 and 2003, respectively. This increase
was primarily due to personnel expenses which increased by approximately $1,250


                                       33


<PAGE>

in the nine months ended September 30, 2004 over 2003 principally as a result of
increased personnel to 127 from 111 at September 30, 2004 and 2003,
respectively. Further, we experienced increases in other components of selling,
general and administrative expenses: Professional fees and associated costs
related to our reincorporation from Alaska to Delaware; listing of our common
stock on the Nasdaq National Market; increased depreciation expense as a result
of equipment purchased in 2004 and 2003 to support our growth; and our increased
travel related costs associated with our increased advertising sales staff,
support of our growing number of affiliates and the promotion of The Outdoor
Channel.

         INCOME (LOSS) FROM OPERATIONS

         Income (loss) from operations for the nine months ended September 30,
2004 was ($41,660), a decrease of $47,453 or 819.1% compared to $5,793 for the
nine months ended September 30, 2003. As a percentage of revenues, income (loss)
from operations was (140.0%) and 25.1% for the nine months ended September 30,
2004 and 2003, respectively. If the effect of the non-cash, non-recurring
compensation expense of $47,983 related to the assumption of TOC employee stock
options is excluded, income from operations would have been $6,323 or an
increase of $530 or 9.1%. Thus income from operations as adjusted for the
non-cash, non-recurring expense of $47,983 grew at a slower pace than revenue
growth during the period reflecting our investment in programming. There can be
no assurance that this strategy will be successful.

         INTEREST INCOME (EXPENSE), NET

         Interest income (expense), net for the nine months ended September 30,
2004 was $51, an increase of $49 compared to $2 for the nine months ended
September 30, 2003. This improvement was primarily due to the retirement of the
Company's debt to stockholders during 2003, resulting in less interest expense
complemented by the interest earned on increased cash balances.

         INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST
         IN NET INCOME OF CONSOLIDATED SUBSIDIARY

         Income (loss) before provision for income taxes and minority interest
decreased significantly as a percentage of revenues to (139.8%) for the nine
months ended September 30, 2004 compared to 25.1% for the nine months ended
September 30, 2003.

         The TOC business segment's income before provision for income taxes and
minority interest as a percentage of revenue decreased to 27.3% for the nine
months ended September 30, 2004, compared to 31.4% for the nine months ended
September 30, 2003. The decrease was due mainly to the growth of our advertising
and programming expenses in the third quarter and increases in personnel
expenses resulting from the increase in the number of employees from 80 at the
end of September 2003 to 96 by the end of September 2004.

         For the membership division segment, income before provision for income
taxes and minority interest as a percentage of revenues increased to 10.9% for
the nine months ended September 30, 2004 compared to 1.0% for the nine months
ended September 30, 2003. The increase principally reflects a concerted effort
to control costs and make adjustments in our marketing and advertising that
yield increased sales while spending less on selling, general and administrative
expenses.

         For the corporate business segment, loss before provision for income
taxes and minority interest for the nine months ended September 30, 2004 was
$49,022, a decrease of $48,698 compared to the loss of $324 for the nine months
ended September 30, 2003. The expenses allocated to this business segment
include: the non-cash, non-recurring compensation expense of $47,983 in the
third quarter which resulted from the issuance of employee stock options in
connection with the acquisition of the minority interest in TOC, professional
fees including public relations, accounting and legal fees, business insurance,
board of directors fees and expenses and an allocation of corporate officers'
payroll and related expenses. The increase in the expenses of corporate business
segment is principally related to costs associated with GPAA acquiring
substantially all of the remaining 17.6% minority interest in TOC, legal fees
resulting from corporate restructuring including our listing on the Nasdaq
National Market and various securities filings.

         INCOME TAX PROVISION (BENEFIT)

         The provision for income taxes for the nine months ended September 30,
2004 was ($16,543), a decrease of $18,843 or 819.3% as compared to $2,300 for
the nine months ended September 30, 2003. The significant decrease was due to
the Company recognizing an income tax benefit of $19,098 arising from a
non-cash, non-recurring compensation expense charge of $47,983 which resulted
from the assumption of employee stock options in connection with the acquisition
of the minority interest in TOC. The effective income tax rate was approximately
40.0% for both the nine months ended September 30, 2004 and 2003, respectively.


                                       34


<PAGE>

         MINORITY INTEREST IN NET INCOME OF CONSOLIDATED SUBSIDIARY

         Minority interest for the nine months ended September 30, 2004 was $682
compared to $622 for the nine months ended September 30, 2003. Minority interest
was eliminated in the month of September due to GPAA acquiring substantially all
of the remaining 17.6% minority interest in TOC it did not already own. The
amount reported for the nine months ended September 30, 2004 reflects
approximately eight months of activity while the same period in 2003 reflects
nine months. The growth of minority interest was primarily due to the increased
profitability of TOC along with a slight increase in the percentage of ownership
of TOC by the minority interest. As a result of the acquisition of the remaining
interest in TOC by GPAA, minority interest will be the same amount for the year
ended December 31, 2004 as for the nine months ended September 30, 2004 and
thereafter will not continue as a result of our current capital structure.

         NET INCOME (LOSS)

         Net income (loss) for the nine months ended September 30, 2004 was
($25,748) a decrease of $28,621 or 996.2% compared to $2,873 for the nine months
ended September 30, 2003. As a percentage of revenues, net income (loss) was
(86.5%) and 12.5% for the nine months ended September 30, 2004 and 2003,
respectively.

         If the non-cash, non-recurring compensation expense of $47,983 net of
tax benefit of $19,098 described above is excluded, net income for the nine
months ended September 30, 2004 would have been $3,138 or 10.5% of sales. The
decline in the rate of net income principally reflects the decision to produce a
larger percentage of programming in-house as opposed to licensing from third
parties and our decision to invest in advertising.

         EARNINGS (LOSS) PER SHARE

         Earnings (loss) per common share for the nine months ended September
30, 2004 was $(1.69) per basic and diluted share compared with $0.21 per basic
share or $0.20 per diluted share for the nine months ended September 30, 2003.
Diluted loss per share was equal to basic loss per share due to the Company's
losses.

LIQUIDITY AND CAPITAL RESOURCES

         We generated cash from operations of $5,881 in the nine months ended
September 30, 2004, compared to $3,909 in the nine months ended September 30,
2003 and had a cash and cash equivalents balance of $11,681 at September 30,
2004, which was an increase of $4,467 from the balance of $7,214 at December 31,
2003. Current assets increased to $17,579 at September 30, 2004 compared to
$13,968 at December 31, 2003. Current liabilities decreased to $2,614 at
September 30, 2004 compared to $2,623 at December 31, 2003. Net working capital
increased to $14,965 at September 30, 2004, compared to $11,345 at December 31,
2003. Total liabilities decreased to $4,170 at September 30, 2004 compared to
$4,353 at December 31, 2003.

         We generated a loss from operations in the three and nine months ended
September 30, 2004 of $45,706 and $41,660 respectively. These losses were
principally a result of the non-cash, non-recurring charge to operating expenses
of $47,983. After excluding this charge, income from operations for the three
months ended September 30, 2004 would have been $2,277 compared to an income
from operations of $2,577 for the three months ended September 30, 2003 and
income from operations for the nine months ended September 30, 2004 was $6,323
compared to an income from operations of $5,793 for the nine months ended
September 30, 2003. From 2000 through the present, the Company has financed its
activities primarily from cash flows from operations. During the quarter ended
September 30, 2004, the Company entered into a new credit facility providing for
a revolving line of credit of up to $5,000 of available borrowings. The
borrowings under the credit facility are secured by accounts receivable,
instruments, documents, chattel paper, general intangibles, contract rights,
investment property, certificates of deposit, deposit accounts, letter of credit
rights, inventory, and equipment. The credit facility matures on September 5,
2005 and contains customary financial and other covenants and restrictions
including a change of control provision. As of September 30, 2004, the Company
did not have any amounts outstanding under the credit facility. We did not have
any significant capital commitments as of September 30, 2004. The capital
improvements we made in the nine months ended September 30, 2004, which included
purchasing high definition camera equipment for TOC, were funded with cash from
operations.

         Driven by a need to increase office space, we began a reassessment of
our facilities including floor space utilization, master control equipment,
uplink equipment, etc. during the three months ended September 30, 2004. The
Company is in the process of assessing its alternatives, including renovating
its current facilities and upgrading its equipment along with possibly
purchasing the building where the Company is currently located. While no
decision had been reached with regard to these alternatives, the Company
believes that a significant portion of such capital expenditures could be funded


                                       35


<PAGE>

from its cash on hand. We also believe that long-term debt financing may be
available to fund a portion of these expenditures although we do not have
commitments to do so and may not actually obtain such commitments on terms
acceptable to us.

         In October 2004 the Company received notice from a former TOC
shareholder that the shareholder was exercising dissenters' rights with respect
to 143,660 previously outstanding TOC common shares. The dissenter submitted a
written demand that TOC repurchase the dissenter's shares at a price of $28.27
per share. As of the date of this filing, TOC has not agreed to the dissenter's
asking price and the Company and TOC have been negotiating with the dissenting
shareholder over the dissenter's demand. TOC and the Company currently
anticipate that the negotiations could be protracted unless the dissenter
withdraws his demand. If TOC denies that such shares qualify as "dissenting
shares" or if TOC and the dissenter are unable to agree on a price for the
shares or other arrangements, either the dissenter or TOC may commence legal
action within six months from September 17, 2004 to determine whether or not
such shares are dissenting shares or to resolve the issue as to the fair market
value of the dissenting shares as of the day before the first announcement of
the terms of the proposed merger involving TOC. If TOC is required to repurchase
the shares of the dissenter, the Company believes that TOC has sufficient cash
on hand and available borrowings to pay such amounts without adversely impacting
currently anticipated operations, working capital requirements or capital
expenditures. For accounting purposes, the TOC shares held by the dissenter are
deemed to still be outstanding. However, the related minority interest as of
September 30, 2004 was not material. Any payments made to the dissenter will be
recorded as additional goodwill.

         As of September 30, 2004, the Company is generating sufficient cash
flow from operations to meet its short-term cash flow requirements. Management
believes that the Company's existing cash resources and anticipated cash flows
from operations will be sufficient to fund the Company's operations at current
levels and anticipated capital requirements through at least September 30, 2005.
To the extent that such amounts are insufficient to finance the Company's
working capital requirements or the Company's desires to expand operations
beyond current levels, the Company could seek additional financing. There can be
no assurance that equity or debt financing will be available if needed or, if
available, will be on terms favorable to the Company or its shareholders.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The Company's financial statements are prepared in conformity with
accounting principles generally accepted in the United States. The preparation
thereof requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingencies
at the date of the financial statements as well as the reported amounts of
revenues and expenses during the reporting period. Estimates have been prepared
on the basis of the most current and best available information and actual
results could differ materially from those estimates.

         There were no significant changes in the Company's critical accounting
policies during the third quarter of 2004.

RISK AND UNCERTAINTIES

         In addition to the other information contained in this report, readers
should consider carefully the following factors and uncertainties in evaluating
our business. Our business and operations are subject to a number of risks and
uncertainties and the following list should not be considered to be a definitive
list of all factors that might affect our business, financial condition and
future results of operations, and the following list should be read in
conjunction with the factors, risks and uncertainties contained in our other
filings with the Securities and Exchange Commission.

         WE MAY NOT BE ABLE TO EFFECTIVELY EXECUTE OUR BUSINESS STRATEGY, AND AS
         A RESULT OUR REVENUES AND OUR PROFITABILITY MAY NOT INCREASE OR
         IMPROVE.

         Our strategy includes (1) expanding marketing efforts in an attempt to
grow our subscriber base, (2) the launch of The Outdoor Channel 2 HD including
negotiating and securing carriage agreements for this new channel, (3) pursuing
national advertising accounts, (4) increasing production and licensing of high
quality programming, (5) building a library of high-definition programming to
support TOC 2 HD and possible distribution through other outlets, and (6)
seeking new membership in our club organizations - GPAA and Lost Dutchman's.
This strategy requires that we successfully manage our business and operations
and there can be no assurances that we will be able to successfully implement
our business strategy or that our efforts will result in increased revenues or
improved profitability. If we are not able to increase our revenue or improve
profitability, our results of operations could be adversely affected.

         Growing our subscriber base depends upon many factors such as the
success of our marketing efforts in driving consumer demand for The Outdoor
Channel, overall growth in cable and DBS subscribers, the popularity of our
programming, our ability to negotiate new carriage agreements and maintain
existing distribution, and other factors beyond our control. There can be no
assurance that we will be able to maintain or increase the subscriber base of
The Outdoor Channel on cable and DBS systems or that such carriage will not be
adversely affected as a result of a number of factors.


                                       36


<PAGE>

         Our ability to actively pursue national advertising accounts and thus
to increase advertising rates depends upon the popularity of our programming and
the demographics of our viewers, as well as strategies taken by our competitors,
strategies taken by advertisers and the relative bargaining power of
advertisers. Competition for national advertising accounts and related
advertising expenditures is intense. We face competition for such advertising
expenditures from a variety of sources, including other cable companies and
other media. We cannot assure you that our sponsors will pay advertising rates
for commercial air time at which we can make a profit or that we will be able to
attract new advertising sponsors or increase advertising revenues.

         Building a library of programs by increasing our production and
licensing high quality programming and program distribution rights requires
significant resources. We currently produce approximately 15% to 20% of our
programming. Although we have recently upgraded our Temecula, California
production facility, we expect that additional expenditures will be required.
Additionally, we rely on our producers and hosts to produce most of our
programming. We acquire the remaining percentage of our shows from independent
producers. Although we are generally able to acquire shows at costs that allow
us to generate a profit, there is no assurance that we will be able to do so in
the future. Moreover, if TOC cannot acquire, develop or produce original
programming of interest to our audience, then the number of viewers of The
Outdoor Channel would be adversely affected which would adversely impact
revenues and results of operations.

         Our ability to attract new membership in our club organizations - GPAA
and Lost Dutchman's, depends upon our ability to attract viewers with these
interests to The Outdoor Channel and the success of direct mail campaigns,
continued sponsorship of gold shows around the country and introductory outings
held at our campsites. We cannot assure you that we will succeed in
cross-selling our club organizations, their products and services to viewers of
The Outdoor Channel or that viewers of The Outdoor Channel or our existing club
members will maintain current interest levels in these activities. Furthermore,
we cannot assure you that our direct mail campaigns will drive interest in the
clubs or that continued sponsorship of gold shows around the country and
introductory outings to be held at our campsites will successfully attract new
members or retain existing members. A decline in membership in our club
organizations could adversely affect our results of operations.

         WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE OUR PROJECTED GROWTH, AND OUR
         GROWTH AND PROFITABILITY MAY NOT CONTINUE, WHICH MAY RESULT IN A
         DECREASE IN OUR STOCK PRICE.

         We have undergone rapid and significant growth over the last several
years, and our strategic objectives include not only further developing and
enhancing our existing business, but also expanding our in-house production
capabilities. There are risks inherent in rapid growth and working toward
achieving new strategic objectives, such as: directing capital resources at
appropriate infrastructure, including facilities, information technology systems
and other equipment to support a growing organization; hiring and training new
management, sales and marketing, production, and other personnel and the
diversion of management's attention and resources from critical areas and
existing projects; and implementing systems and procedures to successfully
manage growth, including monitoring operations, controlling costs and
maintaining effective quality and service. We cannot assure you that we will be
able to successfully manage our projected growth or that we will be successful
in managing our business objectives. We can provide no assurance that our
profitability or revenues will not be adversely affected by future changes in
our business. Slower or less profitable growth or losses could adversely affect
our results of operations and resulting stock price.

         CABLE AND DBS OPERATORS COULD DISCONTINUE OR REFRAIN FROM CARRYING THE
         OUTDOOR CHANNEL OR MOVE IT TO LESS HIGHLY-PENETRATED PACKAGES, WHICH
         COULD ADVERSELY AFFECT THE NUMBER OF VIEWERS.

         The success of The Outdoor Channel is dependent on our ability to enter
into new carriage agreements while maintaining existing agreements with and
carriage by multiple system operators, which we refer to as MSOs, their
affiliate members and DBS systems. Although we have entered into national
carriage agreements with approximately 80 of the top 100 MSOs and DBS providers,
execution of a national carriage agreement with an MSO does not ensure that its
affiliate systems will carry The Outdoor Channel. Under our current national
carriage agreements and carriage agreements with the MSOs' affiliates, The
Outdoor Channel typically offers MSOs and their cable affiliates the right to
broadcast The Outdoor Channel to their subscribers, but such contracts do not
require that The Outdoor Channel be offered to all subscribers of the MSO. Our
most significant cable and DBS distribution contracts include Charter, Comcast,
Direct TV, EchoStar, Time Warner, and the NCTC. These contracts generally have
terms ranging from three to ten years and come up for renewal between today and
2008. Because certain carriage agreements do not specify on which service levels
The Outdoor Channel is carried, such as analog versus basic digital, expanded
digital or specialty tiers, and in which geographic markets, we have no
assurance that The Outdoor Channel will be carried and available to viewers of
any particular MSO.


                                       37


<PAGE>

         IF THE OUTDOOR CHANNEL IS PLACED IN UNPOPULAR PROGRAM PACKAGES BY CABLE
         OR DBS OPERATORS, OR IF SERVICE FEES ARE INCREASED FOR OUR SUBSCRIBERS,
         THE NUMBER OF VIEWERS OF THE OUTDOOR CHANNEL MAY DECLINE WHICH COULD
         ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF OPERATIONS.

         We do not control which cable channels The Outdoor Channel is packaged
with by cable or DBS operators. The placement by a cable or DBS operator of The
Outdoor Channel in an unpopular program package could reduce the number of our
viewers. In addition, we do not set the prices charged by cable and DBS
operators to their subscribers when The Outdoor Channel is packaged with other
cable channels. The prices for the channel packages in which The Outdoor Channel
is bundled may be set too high to appeal to individuals who might otherwise be
interested in our network. Further, if The Outdoor Channel is bundled with
networks that do not appeal to our viewers or is moved to packages with fewer
subscribers, we will lose viewers. These factors may adversely affect the number
of viewers of The Outdoor Channel, which in turn could have an adverse effect on
our business, results of operations and financial condition.

         IF WE FAIL TO DEVELOP AND DISTRIBUTE POPULAR PROGRAMS, OUR VIEWERSHIP
         WOULD LIKELY DECLINE WHICH COULD CAUSE ADVERTISING REVENUE TO DECREASE.

         Our operating results depend significantly upon the generation of
advertising revenue, mainly from manufacturers of products used by outdoorsmen.
Our ability to generate advertising revenues is largely dependent on our Nielsen
ratings, which estimates the number of viewers of The Outdoor Channel, and this
directly impacts the level of interest of advertisers. If we fail to program
popular shows which maintain or increase our current number of viewers, our
Nielsen ratings could decline, which in turn could cause our advertising revenue
to decline and adversely impact our results of operations.

         IF THE COSTS ASSOCIATED WITH INCREASING THE NUMBER OF OUR SUBSCRIBERS
         ARE HIGHER THAN WE ANTICIPATE, OR IF WE ARE OTHERWISE UNABLE TO
         INCREASE THE NUMBER OF OUR SUBSCRIBERS OR PREVENT THE NUMBER OF OUR
         SUBSCRIBERS FROM DECREASING, OUR PROFITABILITY AND RESULTS FROM
         OPERATIONS COULD BE ADVERSELY IMPACTED.

         Although we currently have plans to increase our marketing and sales
efforts in attempts to increase our number of subscribers, which in turn may
result in an increase in our advertising rates, we may not be able to do so
economically or at all. Growth in The Outdoor Channel's subscriber base has
recently slowed, and efforts to attempt to grow the subscriber base may not be
successful for a number of reasons, including reasons beyond our control. If we
are unable to increase the number of our subscribers on a cost effective basis,
or if the benefits of doing so do not materialize, our business and operating
results may be adversely affected.

         THE SATELLITE INFRASTRUCTURE THAT WE USE MAY FAIL OR BE PREEMPTED BY
         ANOTHER SIGNAL, WHICH COULD RESULT IN OUR ABILITY TO DELIVER
         PROGRAMMING TO OUR CABLE AND DBS OPERATOR CUSTOMERS.

         Our ability to deliver programming to cable and DBS operators, and
their subscribers, is dependent upon the satellite equipment we use and software
working properly to distribute our programming. If this system fails, or a
signal with a higher priority replaces our signal, which is determined by our
agreement with the owner of the satellite, we may not be able to deliver
programming to our cable and DBS operator customers and their subscribers within
the time periods advertised. In turn, we may lose subscribers which could
adversely impact our revenue and our ability to offer programming and services.
We recently negotiated with our satellite provider back-up capability on an
in-orbit spare satellite which provides us carriage on the back-up satellite in
the event that catastrophic failure occurs on the primary satellite. Our
contract does, however, provide that our signal is preempt-able and until the
back-up satellite is in position, we could lose our signal for a period of time.

         OUR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED AND OUR STOCK PRICE
         MAY DECLINE IF THE ANTICIPATED LAUNCH OF THE OUTDOOR CHANNEL'S HIGH
         DEFINITION NETWORK IS NOT AS SUCCESSFUL AS WE ARE CURRENTLY PLANNING.

         In May 2004, we announced plans to launch a new and separate network
offering outdoor programming entirely in high definition. This new network,
which will be referred to as The Outdoor Channel 2 HD, is expected to offer
programming both shared with and independent of existing Outdoor Channel
programming. There can be no assurances that The Outdoor Channel 2 HD will debut
in July 2005 as originally anticipated or will not incur unexpected costs and
expenses.

         Distribution of The Outdoor Channel 2 HD will depend on successfully
executing distribution agreements with cable and DBS operators. There are no
assurances such agreements can be made and if they are made they will be of
uncertain duration and terms and may involve the granting of periods of free
service and/or marketing commitments to encourage carriage.

         The public may not adopt HD consumer television equipment in numbers
sufficient to allow profits for an advertiser-supported service. Bandwidth
restraints may keep The Outdoor Channel 2 HD from achieving sufficient


                                       38


<PAGE>

distribution from affiliates to reach profitability. Competition for quality HD
content may increase the costs of programming for The Outdoor Channel 2 HD,
increasing costs beyond our control or expectations.

         All of these factors, combined or separately, could prevent the launch
of the new channel, or if the new channel is launched, could increase costs or
restrain revenue to prevent profitable operations.

         EXPENSES RELATING TO PROGRAMMING COSTS ARE GENERALLY INCREASING AND A
         NUMBER OF FACTORS CAN CAUSE COST OVERRUNS AND DELAYS. OUR RESULTS FROM
         OPERATIONS MAY BE ADVERSELY IMPACTED IF WE ARE NOT ABLE TO SUCCESSFULLY
         RECOVER THE COSTS OF DEVELOPING AND ACQUIRING NEW PROGRAMMING.

         The cost of programming has generally increased recently for the cable
industry and the escalation may continue. We plan to build our programming
library through the acquisition of long-term broadcasting rights or the in-house
production or outright ownership of programming and this is expected to lead to
increases in programming costs. The development, production and completion of
television programming requires a significant amount of capital and there are
substantial financial risks inherent in developing and producing television
programs. Actual programming and production costs may exceed their budgets.
Factors such as labor disputes, death or disability of key spokespersons or
program hosts, damage to film negatives, master tapes and recordings or adverse
weather conditions may cause cost overruns and delay or prevent completion of a
project. If we are not able to successfully recover the costs of developing or
acquiring programming through increased revenues, whether the programming is
produced by us or acquired from third-party producers, our results from
operations and cash flows will be adversely impacted.

         OUR OPERATING RESULTS MAY VARY SIGNIFICANTLY, AND COMPARISONS OF OUR
         OPERATING RESULTS ARE NOT NECESSARILY MEANINGFUL AND SHOULD NOT BE
         RELIED UPON AS AN INDICATOR OF FUTURE PERFORMANCE.

         Our operations are influenced by many factors that we cannot fully
control. These factors may cause our financial results to vary significantly in
the future and our operating results may not meet the expectations of securities
analysts or investors. If this occurs, the price of our stock may decline.
Factors that can cause our results to fluctuate include, but are not limited to:
carriage decisions of cable and DBS operators; demand for advertising and
advertising rates and offerings of competing media; changes in the growth rate
of cable and DBS subscribers; cable and DBS operators' capital and marketing
expenditures and their impact on programming offerings and penetration; seasonal
trends in viewer interests and activities; pricing, service, marketing and
acquisition decisions that could reduce revenues and impair quarterly financial
results; the mix of cable television and DBS-delivered programming products and
services sold and the distribution channels for those products and services; our
ability to react quickly to changing consumer trends; specific economic
conditions in the cable television and related industries; and changing
regulatory requirements.

         Due to the foregoing and other factors, many of which are beyond our
control, our revenue and operating results vary from period to period and are
difficult to forecast. Our expense levels are based in significant part on our
expectations of future revenue. Therefore, our failure to meet revenue
expectations would seriously harm our business, operating results, financial
condition and cash flows. Further, an unanticipated decline in revenue for a
particular quarter may disproportionately affect our profitability because our
expenses would remain relatively fixed and would not decrease correspondingly.

         THE MARKET IN WHICH WE OPERATE IS HIGHLY COMPETITIVE, AND WE MAY NOT BE
         ABLE TO COMPETE EFFECTIVELY, ESPECIALLY AGAINST COMPETITORS WITH
         GREATER FINANCIAL RESOURCES, BRAND RECOGNITION OR MARKETPLACE PRESENCE.

         We compete for viewers with other basic and pay cable television
networks, including the Outdoor Life Network, Spike TV, ESPN and others. If
these or other competitors, many of which have substantially greater financial
and operational resources than us, significantly expand their operations with
respect to outdoor-related programming or their market penetration, our business
could be harmed. In addition, certain technological advances, including the
development of digital compression technology and the deployment of fiber optic
cable which are already substantially underway, are expected to allow cable
systems to greatly expand their present channel capacity, which could dilute our
market share and lead to increased competition for viewers from existing or new
programming services.

         We also compete with large television network companies that generally
have large installed subscriber bases and significant investments in, and access
to, competitive programming sources. In addition, large cable companies have the
financial and technological resources to create and distribute their own
programming services, such as the Outdoor Life Network owned and operated by
Comcast, the largest MSO, which provide substantial competition to The Outdoor
Channel. Although historically we never have done so, we may be required to pay
launch or marketing support for carriage in certain circumstances in the future,
which could require significant expenditures of money, harming our operating
results and margins. We compete for advertising revenue with cable television
networks, as well as with other national programming services, superstations,
broadcast networks, and local over-the-air television stations, and, with


                                       39


<PAGE>

respect to their available advertising time in distributed programming, DBS,
multi-channel, multi-point distribution services, other multi-channel video
programming distributors, broadcast radio and the print media. We compete with
other cable television networks for subscriber fees from, and affiliation
agreements with, cable operators. Court and FCC actions have removed certain of
the impediments to entry by local telephone companies into the video programming
distribution business, and other impediments could be eliminated or modified in
the future. These local telephone companies may distribute programming that is
competitive with the programming provided by us to cable operators.

         WE MAY BE UNABLE TO ACCESS CAPITAL ON ACCEPTABLE TERMS TO FUND
         OPERATIONS AT PROJECTED LEVELS.

         Our future capital requirements will depend on numerous factors,
including the success of our efforts to increase advertising revenues and the
amount of resources devoted to increasing distribution of The Outdoor Channel
and acquiring and producing programming for The Outdoor Channel. As a result, we
could be required to raise substantial additional capital through debt or equity
financing. To the extent that we raise additional capital through the sale of
equity or convertible debt securities, the issuance of such securities could
result in dilution to existing shareholders. If we raise additional capital
through the issuance of debt securities, the debt securities would have rights,
preferences and privileges senior to holders of common stock and the terms of
such debt could impose restrictions on our operations. We cannot assure you that
additional capital, if required, will be available on acceptable terms, or at
all. If we are unable to obtain additional capital, our current business
strategies and plans may be adversely affected.

         CONSOLIDATION AMONG CABLE AND SATELLITE DISTRIBUTORS MAY HARM OUR
         BUSINESS.

         Cable and satellite operators continue to consolidate, making The
Outdoor Channel increasingly dependent on fewer operators. If these operators
fail to carry The Outdoor Channel, use their increased bargaining power to
negotiate less favorable terms of carriage, or take advantage of additional
volume discounts, our business and results from operations could be harmed.

         WE MAY NOT BE ABLE TO ATTRACT AND RETAIN KEY PERSONNEL.

         Our success depends to a significant degree upon the continued
contributions of the principal members of our sales, marketing, production and
management personnel, many of whom would be difficult to replace. All of our
employees are "at-will". Any of our officers or key employees could leave at any
time, and we do not have "key person" life insurance policies covering any of
our employees. The competition for qualified personnel has been strong in our
industry. This competition could make it more difficult to retain our key
personnel and to recruit new highly qualified personnel. The loss of Perry T.
Massie, our President and Chief Executive Officer and Co-President of The
Outdoor Channel, Inc., or Thomas H. Massie, our Executive Vice President, or
William A. Owen, our Chief Financial Officer, or Andrew J. Dale, the Chief
Executive Officer and Co-President of The Outdoor Channel, Inc., could adversely
impact our business. In this regard, Perry T. Massie is currently the subject of
a criminal legal proceeding with a trial date currently set for sometime in
March 2005, and we are unable to determine the impact of a negative decision in
the case, however, the Company could be adversely impacted by being deprived of
Mr. Massie's services for a period of time. To attract and retain qualified
personnel, we may be required to grant large option or other stock-based
incentive awards, which may be highly dilutive to existing shareholders. We may
also be required to pay significant base salaries and cash bonuses to attract
and retain these individuals, which payments could harm our operating results.
If we are not able to attract and retain the necessary personnel we may not be
able to implement our business plan.

         UNCERTAINTIES AND POSSIBLE ADVERSE PUBLICITY OR A NEGATIVE OUTCOME
         WHICH MIGHT ARISE IN CONNECTION WITH A CRIMINAL LEGAL PROCEEDING
         PENDING AGAINST ONE OF OUR PRINCIPAL EXECUTIVE OFFICERS COULD ADVERSELY
         IMPACT OUR BUSINESS AND RESULTS OF OPERATIONS.

         In October 2003 Perry T. Massie, Chief Executive Officer, President and
Chairman of the Board of Outdoor Channel Holdings, Inc. and Chairman of the
Board and Co-President of The Outdoor Channel, Inc., was evaluating the
possibility of filming a television show to air on The Outdoor Channel that
would feature scuba diving in the Alabama River and the history surrounding the
river and Selma, Alabama. In the process of scouting for the new show, Mr.
Massie made a dive in the Alabama River. Mr. Massie's guide was the
owner/operator of a local scuba shop and diving school who was experienced in
diving that area of the river and familiar with its history. The area of their
dive was not designated as a historical site. During the dive, the other diver
discovered a pre-Civil War carbine, but Mr. Massie did not find any significant
relics. On returning to the dock after the dive, the two men were arrested under
a 1999 Alabama law that makes it a felony to intentionally and knowingly remove,
alter, disturb or destroy cultural resources without prior permission. On April
8, 2004, the grand jury in Dallas County, Alabama issued an indictment against
Mr. Massie on the charges. Absent the dismissal of these charges, the case is
currently scheduled to go to trial sometime in March 2005. Although Mr. Massie
believes he has done nothing wrong and is vigorously defending himself against
these charges, it is possible that the Company's business or results of
operations could be adversely impacted to the extent uncertainty, adverse


                                       40


<PAGE>

reaction or negative publicity result from the pending trial. In addition, at
this time the Company is unable to predict the full extent to which its business
would be impacted if the matter is resolved negatively for Mr. Massie, however,
the Company could be adversely impacted by being deprived of Mr. Massie's
services, by a decline in revenues or by possible additional costs and expenses.
Neither the Company nor any of its subsidiaries is a party to this litigation.

         NEW VIDEO RECORDING TECHNOLOGIES MAY REDUCE OUR ADVERTISING REVENUE.

         A number of new personal video recorders, such as TIVO in the United
States, have emerged in recent years. These recorders often contain features
allowing viewers to watch pre-recorded programs without watching advertising.
The effect of these recorders on viewing patterns and exposure to advertising
could harm our operations and results if our advertisers reduce the advertising
rates they are willing to pay because they believe television advertisements are
less effective with these technologies.

         CABLE TELEVISION AND DBS PROGRAMMING SIGNALS HAVE BEEN STOLEN OR COULD
         BE STOLEN IN THE FUTURE, WHICH REDUCES THE POTENTIAL REVENUE FROM
         SUBSCRIBER FEES.

         The delivery of subscription programming requires the use of
conditional access technology to limit access to programming to only those who
subscribe to programming and are authorized to view it. Conditional access
systems use, among other things, encryption technology to protect the
transmitted signal from unauthorized access. It is illegal to create, sell or
otherwise distribute software or devices to circumvent conditional access
technologies. However, theft of cable and satellite programming has been widely
reported, and the access or "smart" cards used in cable and DBS operators'
conditional access systems have been compromised and could be further
compromised in the future. When conditional access systems are compromised, we
do not receive the potential subscriber revenues from the cable and DBS
operators. Further, measures that could be taken by cable and DBS operators to
limit such theft are not under our control.

         BECAUSE WE EXPECT TO BECOME INCREASINGLY DEPENDENT UPON OUR
         INTELLECTUAL PROPERTY RIGHTS, OUR INABILITY TO PROTECT THOSE RIGHTS
         COULD NEGATIVELY IMPACT OUR ABILITY TO COMPETE.

         We currently license most of our programs from third-party television
and film producers. In order to build a library of programs and programming
distribution rights, we must obtain all of the necessary rights, releases and
consents from the parties involved in developing a project or from the owners of
the rights in a completed program. There can be no assurance that we will be
able to obtain the necessary rights on acceptable terms, or at all, or properly
maintain and document such rights.

         If we are unable to protect our portfolio of trademarks, service marks,
copyrighted material and characters, trade names and other intellectual property
rights, our business and our ability to compete could be harmed. Protecting our
intellectual property rights by pursuing those who infringe or dilute our rights
or defending against third party claims can be costly.

         WE MAY NOT BE ABLE TO RETAIN AND RECRUIT SPORTS PERSONALITIES OR OTHER
         PERSONS THAT APPEAL TO OUR VIEWERS AS SPOKESPERSONS AND PROGRAM HOSTS.

         Our success depends, in part, upon our ability to recruit, contract
with and retain sportspersons and other persons who have the recognition,
ability and charisma to make television programs and events interesting and
entertaining to our viewers. There can be no assurance that we will be able to
retain our current spokespersons and hosts or identify and contract with new
spokespersons and hosts in the future. Our failure to attract and retain
spokespersons and hosts that appeal to our viewing audience could lead to a
decline in The Outdoor Channel's viewing audience and market share.

         SEASONAL INCREASES OR DECREASES IN VIEWERSHIP MAY NEGATIVELY AFFECT OUR
         BUSINESS.

         Seasonal trends are likely to affect our viewership, and consequently,
could cause fluctuations in our advertising revenues. For this reason,
fluctuations in our revenues and net income could occur from period to period
depending upon the availability of advertising revenues. Due, in part, to these
seasonality factors, the results of any one quarter are not necessarily
indicative of results for future periods, and cash flows may not correlate with
revenue recognition.

         SOME OF OUR EXISTING SHAREHOLDERS CAN EXERT CONTROL OVER US AND MAY NOT
         MAKE DECISIONS THAT ARE IN THE BEST INTERESTS OF ALL SHAREHOLDERS.

         Our current officers, directors and greater than 5% shareholders
together control approximately 75% of our outstanding common stock. As a result,
these shareholders, acting together, would be able to exert significant
influence over all matters requiring shareholder approval, including the
election of directors and approval of significant corporate transactions. In


                                       41


<PAGE>

addition, this concentration of ownership may delay or prevent a change in
control of our company, even when a change may be in the best interests of our
shareholders. In addition, the interests of these shareholders may not always
coincide with our interests as a company or the interests of other shareholders.
Accordingly, these shareholders could cause us to enter into transactions or
agreements that you would not approve.

         ANTI-TAKEOVER PROVISIONS IN OUR CERTIFICATE OF INCORPORATION, OUR
         BYLAWS AND UNDER DELAWARE LAW MAY ENABLE OUR INCUMBENT MANAGEMENT TO
         RETAIN CONTROL OF US AND DISCOURAGE OR PREVENT A CHANGE OF CONTROL THAT
         MAY BE BENEFICIAL TO OUR SHAREHOLDERS.

         Provisions of our certificate of incorporation, our bylaws and the
Delaware Corporations Code could delay or prevent a change of control of our
company, which could adversely affect the market price of our common stock.
These provisions could allow our incumbent management to retain control over us
and prevent the consummation of a transaction in which our shareholders could
receive a substantial premium over the current market price for their shares.

         TECHNOLOGIES IN THE CABLE TELEVISION AND DBS INDUSTRY ARE CONSTANTLY
         CHANGING, AND OUR FAILURE TO ACQUIRE OR MAINTAIN STATE-OF-THE-ART
         TECHNOLOGY MAY HARM OUR BUSINESS AND COMPETITIVE ADVANTAGE.

         The technologies used in the cable and DBS industries are rapidly
evolving. Many technologies and technological standards are in development and
have the potential to significantly transform the ways in which programming is
created and transmitted. In addition, under some of our MSO contracts, we may be
required to encrypt our signal. We cannot accurately predict the effects that
implementing new technologies will have on our programming and broadcasting
operations. We may be required to incur substantial capital expenditures to
implement new technologies, or, if we fail to do so, may face significant new
challenges due to technological advances adopted by competitors, which in turn
could result in adversely affecting our business and results of operations.

         THE CABLE TELEVISION AND DBS INDUSTRY IS SUBJECT TO SUBSTANTIAL
         REGULATION BY FEDERAL, STATE AND LOCAL GOVERNMENTS, FOR WHICH
         COMPLIANCE MAY BE EXPENSIVE, TIME CONSUMING AND MAY EXPOSE US TO
         SUBSTANTIAL COMPLIANCE COSTS AND PENALTIES FOR FAILURE TO COMPLY.

         The cable television industry is subject to extensive legislation and
regulation at the federal and local levels, and, in some instances, at the state
level, and many aspects of such regulation are currently the subject of judicial
proceedings and administrative or legislative proposals. Operating in a
regulated industry increases our costs of doing business.

         To spur the development of independent cable programmers and
competition to incumbent cable operators, the 1992 Cable Act imposed
restrictions on the dealings between cable operators and cable programmers. Of
special significance from a competitive business perspective, the 1992 Cable Act
precludes video programmers affiliated with cable companies from favoring their
affiliated cable operators over competitors and requires such programmers to
sell their programming to other multi-channel video distributors. This provision
limits the ability of vertically integrated cable programmers to offer exclusive
programming arrangements to cable companies. This prohibition was scheduled to
expire in October 2002, however the Federal Communications Commission, to which
we refer as the FCC, extended the expiration date to October 2007 unless the FCC
then determines that another extension is necessary to protect competition and
diversity.

         Many of the FCC's program access rules apply only to
satellite-delivered programming, and, if a programmer delivers its programs
terrestrially, the program access rules may be inapplicable to such programming.
The DBS industry and other multi-channel video programming distributors are also
subject to certain rules, regulations and FCC oversight.

         Regulatory carriage requirements also could adversely affect the number
of channels available to carry The Outdoor Channel. The 1992 Cable Act granted
broadcasters a choice of must carry rights or retransmission consent rights. The
rules adopted by the FCC generally provided for mandatory carriage by cable
systems of all local full-power commercial television broadcast signals
selecting must carry rights and, depending on a cable systems' channel capacity,
non-commercial television broadcast signals. Such statutorily mandated carriage
of broadcast stations coupled with the provisions of the Cable Communications
Policy Act of 1984, which require cable television systems with 36 or more
"activated" channels to reserve a percentage of such channels for commercial use
by unaffiliated third parties and permit franchise authorities to require the
cable operator to provide channel capacity, equipment and facilities for public,
educational and government access channels, could adversely affect carriage of
The Outdoor Channel by limiting its carriage in cable systems with limited
channel capacity. In 2001, the FCC adopted rules relating to the cable carriage
of digital television signals. Among other things, the rules clarify that a
digital-only television station can assert a right to analog or digital carriage
on a cable system. The FCC initiated a further proceeding to determine whether
television stations may assert the rights to carriage of both analog and digital
signals during the transition to digital television and to carriage of all
digital signals. The imposition of such additional must carry regulation, in
conjunction with the current limited cable system channel capacity, would make
it likely that cable operators will be forced to drop some cable programming
services.


                                       42


<PAGE>

         If we distribute television programming through new media, such as
video-on-demand through the Internet, we may be required to obtain federal,
state and local licenses or other authorizations to offer such services. We may
not be able to obtain licenses or authorizations in a timely manner, or at all,
or conditions could be imposed upon licenses and authorizations that may not be
favorable to us.

         In the future, any increased regulation of rates, and in particular the
rates for basic cable services, could, among other things, put downward pressure
on the rates charged by cable programming services, and affect the ability or
willingness of cable system operators to retain or to add The Outdoor Channel
network on their cable systems. If, in response to any rate regulation, cable
system operators implement channel offering structures that require subscribers
to affirmatively choose to pay a separate fee to receive The Outdoor Channel
network, either by itself or in combination with a limited number of other
channels, the number of viewers for The Outdoor Channel could be adversely
affected.

         The regulation of programming services, cable television systems and
satellite licensees is subject to the political process and has been in constant
flux over the past decade. Further material changes in the law and regulatory
requirements are difficult to anticipate and our business may be adversely
affected by future legislation, new regulation or deregulation.

         WE MUST COMPLY WITH MANY LOCAL, STATE, FEDERAL AND ENVIRONMENTAL
         REGULATIONS, FOR WHICH COMPLIANCE MAY BE COSTLY AND MAY EXPOSE US TO
         SUBSTANTIAL PENALTIES.

         Our recreational outdoor activity affiliates, GPAA and Lost Dutchman's,
share the general risks of all outdoor recreational activities - personal
injury, environmental compliance and real estate and environmental regulation.
In addition to the general cable television industry regulations, we are also
subject to various local, state and federal regulations, including, without
limitation, regulations promulgated by federal and state environmental, health
and labor agencies. Our prospecting clubs are subject to various local, state
and federal statutes, ordinances, rules and regulations concerning zoning,
development and other utilization of its properties. We cannot predict what
impact future regulations may have on these businesses. In addition, failure to
maintain required permits or licenses, or to comply with applicable regulations,
could result in substantial fines or costs or revocation of our operating
licenses, which would have a material adverse effect on our business, financial
condition and results of operations.

         CHANGES TO FINANCIAL ACCOUNTING STANDARDS MAY AFFECT OUR REPORTED
         RESULTS OF OPERATIONS.

         We prepare our financial statements to conform with accounting
principles generally accepted in the United States, or GAAP. GAAP are subject to
interpretations by the Financial Accounting Standards Board, the Securities and
Exchange Commission and various bodies formed to interpret and create
appropriate accounting policies. A change in those policies can have a
significant effect on our reported results and may even affect our reporting of
transactions completed before a change is announced. Accounting policies
affecting many other aspects of our business, including rules relating to
business combinations and employee stock option grants have recently been
revised or are under review. Changes to those rules or the questioning of
current practices may adversely affect our reported financial results or on the
way we conduct our business. In addition, our preparation of financial
statements in accordance with GAAP requires that we make estimates and
assumptions that affect the recorded amounts of assets and liabilities,
disclosure of those assets and liabilities at the date of the financial
statements and the recorded amounts of expenses during the reporting period. A
change in the facts and circumstances surrounding those estimates could result
in a change to our estimates and could impact our future operating results.


                                       43


<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's material financial instruments consist of its cash and
cash equivalents, investments in available-for-sale securities, accounts
receivable and accounts payable. The carrying amounts of the Company's financial
instruments generally approximated their fair values at September 30, 2004 and
at December 31, 2003. The fair market value of financial instruments classified
as current assets or liabilities approximated their carrying value due to the
short-term maturity of the instruments.

ITEM 4.  CONTROLS AND PROCEDURES

         The Company maintains disclosure controls and procedures designed to
provide reasonable assurance of achieving the objective that information in its
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified and pursuant to the regulations of the Securities and
Exchange Commission. Disclosure controls and procedures, as defined in Rule
13a-15(e) and 15d-15(e) under the Exchange Act, include controls and procedures
designed to ensure the information required to be disclosed by the Company in
the reports it files or submits under the Exchange Act is accumulated and
communicated to the Company's management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. It should be noted that the Company's system of controls,
however well designed and operated, can provide only reasonable, and not
absolute, assurance that the objectives of the system are met.

         The Company has amended its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004 to reflect the restatements of the Company's
consolidated financial statements included in such reports. In connection with
this amended Form 10-Q, the Company's management, with the participation of the
Company's Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the Company's disclosure controls and procedures as of
September 30, 2004, the end of the period covered by this report. In making this
evaluation, it considered matters relating to the restatement of its
consolidated financial statements. The errors giving rise to the restatements
relate to the failure to recognize in the quarter ended September 30, 2004 that,
at the time of the consummation of the acquisition of the remaining minority
interest in The Outdoor Channel, Inc. that Outdoor Channel Holdings, Inc. did
not previously own, accounting treatment of fully-vested options held by a
former employee of The Outdoor Channel, Inc. would be different than accounting
treatment of fully-vested options of employees. The intrinsic value of the
options issued by the Company to this former employee was improperly accounted
for as a non-cash, non-recurring charge to compensation expense, but should have
instead been accounted for as part of the purchase price of such acquisition.
More specifically, the Company believes that the presence of these accounting
errors constitutes a material weakness in internal controls and the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were not effective as of September 30, 2004 due to this
material weakness in the Company's internal control over financial reporting of
complex, non-standard transactions.

         To address the Company's material weakness relating to the accounting
and disclosure for complex and non-standard transactions such as the acquisition
of the remaining minority interest in The Outdoor Channel, Inc., the Company has
engaged additional resources to advise the Company's management on the financial
reporting and accounting treatment of complex transactions.

         In connection with this amended Form 10-Q, under the direction of our
Chief Executive Officer and Chief Financial Officer, the Company has evaluated
its disclosure controls and procedures as currently in effect, including the
remedial actions described above. As a result of the remedial actions
implemented by the Company, the Company has concluded that, as of this date, the
Company's disclosure controls and procedures are effective.

         During the fiscal quarter ended September 30, 2004, there was no change
in the Company's internal control over financial reporting that materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting. However, subsequent to September 30, 2004, the
Company took the remedial actions described above.

         In connection with the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002, the Company has been documenting, and expects to
soon begin testing, its systems of internal controls for financial reporting in
order to provide the basis for evaluation and report on these systems as of the
end of its 2005 fiscal year.


                                       44


<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None

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

         We held our annual meeting of the shareholders on September 8, 2004, to
         elect four directors to our Board of Directors and to consider and vote
         upon proposals to approve certain option grants, ratify and approve the
         Company's Non-Employee Directors Stock Option Plan, approve the
         Company's 2004 Long-Term Incentive Plan and, in connection with a
         merger between a newly formed wholly-owned subsidiary of the Company
         and TOC, to approve the issuance of the shares of the Company and the
         assumption of options to purchase shares of common stock of TOC in such
         merger and to approve the Company's reincorporation from Alaska to
         Delaware and related proposals to classify the Board of Directors and
         provisions which provide that only the Board of Directors my call
         special meetings of stockholders.

         The following individuals were elected as directors and received the
         number of votes indicated below:

              ------------------------- ------------------- --------------------
              NAME OF NOMINEE           VOTES FOR           VOTES WITHHELD
              ------------------------- ------------------- --------------------
              Perry T. Massie           5,041,883           534,006
              ------------------------- ------------------- --------------------
              Thomas H. Massie          5,033,233           542,656
              ------------------------- ------------------- --------------------
              David C. Merritt          5,051,341           524,548
              ------------------------- ------------------- --------------------
              Thomas B. Stanley         5,051,399           524,490
              ------------------------- ------------------- --------------------

<TABLE>
<S>     <C>
         The proposal to ratify and approve a stock option grant to William A.
         Owen was approved as follows:

               --------------------- --------------------- ------------------- -------------------
               VOTES FOR             VOTES AGAINST         ABSTENTIONS         NOT VOTED
               --------------------- --------------------- ------------------- -------------------
               4,519,718             552,606               3,252               500,313
               --------------------- --------------------- ------------------- -------------------

         The proposal to ratify and approve a stock option grant to Eugene A.
         Brookhart was approved as follows:

              --------------------- --------------------- ------------------- -------------------
              VOTES FOR             VOTES AGAINST         ABSTENTIONS         NOT VOTED
              --------------------- --------------------- ------------------- -------------------
              5,058,174             14,000                3,402               500,313
              --------------------- --------------------- ------------------- -------------------

         The proposal to ratify and approve the Company's Non-Employee Directors
         Stock Option Plan was approved as follows:

              --------------------- --------------------- ------------------- -------------------
              VOTES FOR             VOTES AGAINST         ABSTENTIONS         NOT VOTED
              --------------------- --------------------- ------------------- -------------------
              4,515,127             558,607               1,842               500,313
              --------------------- --------------------- ------------------- -------------------

         The proposal to ratify and approve the Company's 2004 Long-Term
         Incentive Plan was approved as follows:

              --------------------- --------------------- ------------------- -------------------
              VOTES FOR             VOTES AGAINST         ABSTENTIONS         NOT VOTED
              --------------------- --------------------- ------------------- -------------------
              4,509,926             563,564               2,086               500,313
              --------------------- --------------------- ------------------- -------------------


                                                 45


<PAGE>

         The proposal to approve the issuance of shares of the Company's common
         stock and the assumption of options of TOC as contemplated in the
         Agreement and Plan of Merger dated May 12,2004 among the Company, Gold
         Prospector's Association of America, Inc. and TOC was approved as
         follows:

              --------------------- --------------------- ------------------- -------------------
              VOTES FOR             VOTES AGAINST         ABSTENTIONS         NOT VOTED
              --------------------- --------------------- ------------------- -------------------
              4,521,285             551,414               2,877               500,313
              --------------------- --------------------- ------------------- -------------------

         The proposal to approve the reincorporation of the Company from Alaska
         to Delaware was approved as follows:

              --------------------- --------------------- ------------------- -------------------
              VOTES FOR             VOTES AGAINST         ABSTENTIONS         NOT VOTED
              --------------------- --------------------- ------------------- -------------------
              5,040,072             32,048                3,456               500,313
              --------------------- --------------------- ------------------- -------------------

         In connection with the reincorporation into Delaware, the proposal to
         classify the Board of Directors was approved as follows:

              --------------------- --------------------- ------------------- -------------------
              VOTES FOR             VOTES AGAINST         ABSTENTIONS         NOT VOTED
              --------------------- --------------------- ------------------- -------------------
              4,535,470             536,800               3,306               500,313
              --------------------- --------------------- ------------------- -------------------

         In connection with the reincorporation into Delaware, the proposal to
         include certain provisions in the Company's certificate of
         incorporation and bylaws which provide that only the Board of Directors
         may call special meetings of stockholders was approved as follows:

              --------------------- --------------------- ------------------- -------------------
              VOTES FOR             VOTES AGAINST         ABSTENTIONS         NOT VOTED
              --------------------- --------------------- ------------------- -------------------
              4,503,514             568,846               3,216               500,313
              --------------------- --------------------- ------------------- -------------------
</TABLE>

ITEM 5.  OTHER INFORMATION

         During the three month period ending September 30, 2004 the Company
         completed its reincorporation from Alaska to Delaware. As previously
         described in the Company's Definitive Proxy Statement filed with the
         Securities and Exchange Commission on August 19, 2004, in connection
         with its reincorporation into Delaware, the Company entered into
         indemnification agreements with all of its current directors, William
         A. Owen, Chief Financial Officer of the Company and Andy Dale, Chief
         Executive Officer and Co-President of TOC. A form of such
         indemnification agreement is attached as Exhibit 10.1 hereto.

         During the three month period ending September 30, 2004, the Company
         entered into a new credit facility providing for a revolving line of
         credit up to $5,000 of available borrowings. The borrowings under the
         credit facility are secured by accounts receivable, instruments,
         documents, chattel paper, general intangibles, contract rights,
         investment property, certificates of deposit, deposit accounts, letter
         of credit rights, inventory, and equipment. The credit facility matures
         on September 5, 2005 and contains customary financial and other
         covenants and restrictions including a change of control provision.


                                       46


<PAGE>

ITEM 6.  EXHIBITS

(a) Exhibits:

Exhibit Number    Description

2.1               Amended and Restated Agreement and Plan of Merger among The
                  Outdoor Channel, Inc., Outdoor Channel Holdings, Inc. and Gold
                  Prospector's Association of America, Inc. dated as of April
                  20, 2004, as amended and restated as of May 12, 2004 (filed as
                  Exhibit 2.1 to the Company's Current Report on Form 8-K filed
                  on May 18, 2004 and incorporated herein by reference)
2.2               Agreement and Plan of Merger between Outdoor Channel Holdings,
                  Inc., a Delaware corporation, and Outdoor Channel Holdings,
                  Inc., an Alaska corporation, dated as of September 8, 2004
                  (filed as Exhibit 2.1 to the Company's Current Report on Form
                  8-K filed on September 20, 2004 and incorporated herein by
                  reference)
3.1               Certificate of Incorporation of Outdoor Channel Holdings, Inc,
                  a Delaware corporation (filed as Exhibit 3.1 to the Company's
                  Current Report on Form 8-K filed on September 20, 2004 and
                  incorporated herein by reference)
3.2               By-Laws of Outdoor Channel Holdings, Inc., a Delaware
                  corporation (filed as Exhibit 3.2 to the Company's Current
                  Report on Form 8-K filed on September 20, 2004 and
                  incorporated herein by reference)
10.1              Form of Indemnification Agreement between Outdoor Channel
                  Holdings, Inc. and its directors and certain executive
                  officers (filed as Exhibit 10.1 to the Company's Form 10-Q
                  that was filed on November 12, 2004 and incorporated herein by
                  reference)
10.2              Revolving Credit Agreement and related agreements by and
                  between the Company and U.S. Bank N.A. dated September 30,
                  2004 (filed as Exhibit 10.2 to the Company's Form 10-Q that
                  was filed on November 12, 2004 and incorporated herein by
                  reference)
10.3              The Outdoor Channel, Inc. 1997 Stock Option Plan (filed as
                  Exhibit 4.1 to the Company's Registration Statement on Form
                  S-8 with respect to the shares underlying the options assumed
                  by the Company under such plan that was filed on November 12,
                  2004 and incorporated herein by reference)
10.4              Form of Stock Option Agreement pursuant to The Outdoor
                  Channel, Inc. 1997 Stock Option Plan (filed as Exhibit 4.2 to
                  the Company's Registration Statement on Form S-8 with respect
                  to the shares underlying the options assumed by the Company
                  under such plan that was filed on November 12, 2004 and
                  incorporated herein by reference)
10.5              Non-Statutory Stock Option Plan and Agreement, dated as of
                  November 13, 2003, by and between the Company and William A.
                  Owen, as amended (filed as Exhibit 4.1 to the Company's
                  Registration Statement on Form S-8 with respect to the shares
                  underlying such plan that was filed on November 12, 2004 and
                  incorporated herein by reference)
10.6              Non-Statutory Stock Option Plan and Agreement, dated as of
                  June 10, 2004, by and between the Company and Eugene Brookhart
                  (filed as Exhibit 4.1 to the Company's Registration Statement
                  on Form S-8 with respect to the shares underlying such plan
                  that was filed on November 12, 2004 and incorporated herein by
                  reference)
10.7              2004 Long-Term Incentive Plan (filed as Exhibit 4.1 to the
                  Company's Registration Statement on Form S-8 with respect to
                  the shares underlying such plan that was filed on November 12,
                  2004 and incorporated herein by reference)
10.8              Non-Employee Directors Stock Option Plan, as amended (filed as
                  Exhibit 4.1 to the Company's Registration Statement on Form
                  S-8 with respect to the shares underlying such plan that was
                  filed on November 12, 2004 and incorporated herein by
                  reference)
31.1              Certification by Chief Executive Officer
31.2              Certification by Chief Financial Officer
32.1*             Section 1350 Certification by Chief Executive Officer
32.2*             Section 1350 Certification by Chief Financial Officer
-------------

*        Pursuant to Commission Release No. 33-8238, this certification will be
         treated as "accompanying" this Quarterly Report on Form 10-Q/A and not
         "filed" as part of such report for purposes of Section 18 of the
         Securities Exchange Act of 1934, as amended, or otherwise subject to
         the liability of Section 18 of the Securities Exchange Act of 1934, as
         amended, and this certification will not be deemed to be incorporated
         by reference into any filing under the Securities Act of 1933, as
         amended, or the Securities Exchange Act of 1934, as amended, except to
         the extent that the registrant specifically incorporates it by
         reference.


                                       47


<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 thereunto duly authorized.

                                    OUTDOOR CHANNEL HOLDINGS, INC.

                                    /s/ William A. Owen
                                    -------------------------------------------
                                    WILLIAM A. OWEN
                                    Authorized Officer, Chief Financial Officer
                                    and Chief Accounting Officer
                                    Date: May 12, 2005


                                       48