##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the quarterly period ended June 30, 2009
 o
    
    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: 000-17287
 Outdoor Channel Holdings, Inc.
  Delaware
    
    33-0074499(State or other Jurisdiction
    
    (IRS Employer Identification Number)of incorporation or organization)
 43445 Business Park Drive, Suite 103
Temecula, California 92590
 (951) 699-6991
  þ o
 o o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
  Class
    
    Number of Shares Outstanding at August 3, 2009Common Stock, $0.001 par value
    
    25,673,760




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##### 



OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
Quarterly Report on Form 10-Q
For the Period Ended June 30, 2009
 Table of Contents
 Part I. Financial Information
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Condensed Consolidated Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008
    
    
    3Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2009 and 2008
    
    
    4Unaudited Condensed Consolidated Statement of Stockholders Equity for the Six Months
Ended June 30, 2009
    
    
    5Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June
30, 2009 and 2008
    
    
    6Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 4.
    
    Controls and Procedures
    
    
    32Part II. Other Information
    
    
    34Item 1.
    
    Legal Proceedings
    
    
    34Item 1A.
    
    Risk Factors
    
    
    34Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    44Item 3.
    
    Defaults Upon Senior Securities
    
    
    44Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    44Item 5.
    
    Other Information
    
    
    45Item 6.
    
    Exhibits
    
    
    45Signatures
    
    
    45EX-18.1EX-31.1EX-31.2EX-32.1EX-32.2
   2




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##### Table of Contents



PART IFINANCIAL INFORMATION
 
 ITEM 1. Financial Statements.
 
 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
 June 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    23,526
    
    
    $
    60,257Investments in available-for-sale securities
    
    
    27,492
    
    
    
    Accounts receivable, net of allowance for doubtful accounts of $619 and $891
    
    
    15,500
    
    
    
    9,448Income tax refund receivable
    
    
    251
    
    
    
    Deferred tax assets, net
    
    
    1,524
    
    
    
    1,524Prepaid programming and production costs
    
    
    6,622
    
    
    
    3,997Other current assets
    
    
    1,429
    
    
    
    1,333Total current assets
    
    
    76,344
    
    
    
    76,559Property, plant and equipment, net
    
    
    16,092
    
    
    
    10,042Amortizable intangible assets, net
    
    
    853
    
    
    
    142Goodwill
    
    
    43,160
    
    
    
    43,160Investments in auction-rate securities
    
    
    5,933
    
    
    
    6,456Deferred tax assets, net
    
    
    6,255
    
    
    
    4,949Deposits and other assets
    
    
    4,016
    
    
    
    1,646Totals
    
    $
    152,653
    
    
    $
    142,954Liabilities and Stockholders EquityCurrent liabilities:Accounts payable and accrued expenses
    
    $
    12,131
    
    
    $
    5,923Accrued severance payments
    
    
    11
    
    
    
    25Deferred revenue
    
    
    3,050
    
    
    
    205Current portion of deferred obligations
    
    
    128
    
    
    
    126Current portion of unfavorable lease
    
    
    402
    
    
    
    Income taxes payable
    
    
    
    
    
    
    30Total current liabilities
    
    
    15,722
    
    
    
    6,309Deferred obligations
    
    
    207
    
    
    
    236Unfavorable lease
    
    
    1,006
    
    
    
    Total liabilities
    
    
    16,935
    
    
    
    6,545Commitments and contingenciesStockholders equity:Preferred stock, $0.001 par value; 25,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, $0.001 par value; 75,000 shares authorized; 25,654 and
25,246 shares issued and outstanding
    
    
    26
    
    
    
    25Additional paid-in capital
    
    
    164,678
    
    
    
    163,300Accumulated other comprehensive loss
    
    
    (474
    )
    
    
    (327
    )Accumulated deficit
    
    
    (28,512
    )
    
    
    (26,589
    )Total stockholders equity
    
    
    135,718
    
    
    
    136,409Totals
    
    $
    152,653
    
    
    $
    142,954
  3




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##### Table of Contents



OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Advertising
    
    $
    7,105
    
    
    $
    8,491
    
    
    $
    14,899
    
    
    $
    16,122Subscriber fees
    
    
    5,338
    
    
    
    4,556
    
    
    
    10,001
    
    
    
    8,605Production services
    
    
    6,770
    
    
    
    
    
    
    
    11,289
    
    
    
    Total revenues
    
    
    19,213
    
    
    
    13,047
    
    
    
    36,189
    
    
    
    24,727Cost of services:Programming
    
    
    1,333
    
    
    
    1,773
    
    
    
    3,081
    
    
    
    3,696Satellite transmission fees
    
    
    400
    
    
    
    549
    
    
    
    795
    
    
    
    1,175Production and operations
    
    
    8,337
    
    
    
    1,162
    
    
    
    14,809
    
    
    
    3,023Other direct costs
    
    
    110
    
    
    
    95
    
    
    
    207
    
    
    
    192Total cost of services
    
    
    10,180
    
    
    
    3,579
    
    
    
    18,892
    
    
    
    8,086Other expenses:Advertising
    
    
    924
    
    
    
    1,488
    
    
    
    1,383
    
    
    
    2,026Selling, general and administrative
    
    
    8,371
    
    
    
    7,133
    
    
    
    17,585
    
    
    
    14,750Depreciation and amortization
    
    
    978
    
    
    
    617
    
    
    
    1,876
    
    
    
    1,232Total other expenses
    
    
    10,273
    
    
    
    9,238
    
    
    
    20,844
    
    
    
    18,008Income (loss) from operations
    
    
    (1,240
    )
    
    
    230
    
    
    
    (3,547
    )
    
    
    (1,367
    )Interest and other income, net
    
    
    55
    
    
    
    408
    
    
    
    103
    
    
    
    946Income (loss) from operations before income taxes
    
    
    (1,185
    )
    
    
    638
    
    
    
    (3,444
    )
    
    
    (421
    )Income tax provision (benefit)
    
    
    (307
    )
    
    
    367
    
    
    
    (1,304
    )
    
    
    89Net income (loss)
    
    $
    (878
    )
    
    $
    271
    
    
    $
    (2,140
    )
    
    $
    (510
    )Earnings (loss) per common share data:Basic
    
    $
    (0.04
    )
    
    $
    0.01
    
    
    $
    (0.09
    )
    
    $
    (0.02
    )Diluted
    
    $
    (0.04
    )
    
    $
    0.01
    
    
    $
    (0.09
    )
    
    $
    (0.02
    )Weighted average common shares outstanding:Basic
    
    
    24,366
    
    
    
    25,965
    
    
    
    24,412
    
    
    
    26,049Diluted
    
    
    24,366
    
    
    
    26,059
    
    
    
    24,412
    
    
    
    26,049
  4




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##### Table of Contents



OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statement of Stockholders Equity
For the Six Months Ended June 30, 2009
 Additional
    
    
    Accumulated OtherCommon Stock
    
    
    Paid-in
    
    
    Comprehensive
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    Income (Loss)
    
    
    Deficit
    
    
    TotalBalance, December 31, 2008
    
    
    25,246
    
    
    $
    25
    
    
    $
    163,300
    
    
    $
    (327
    )
    
    $
    (26,589
    )
    
    $
    136,409Comprehensive income (loss):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,140
    )
    
    
    (2,140
    )Cumulative effect of
adoption of FSP SFAS
115-2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (217
    )
    
    
    217
    
    
    
    Change in fair value of
auction-rate securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70
    
    
    
    
    
    
    
    70Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,070
    )Issuance of restricted stock
and performance shares to
employees and service
providers for services to be
rendered, net of forfeited
shares
    
    
    532
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Share-based employee and
service provider
compensation expense
    
    
    
    
    
    
    
    
    
    
    2,123
    
    
    
    
    
    
    
    
    
    
    
    2,123Purchase and retirement of
treasury stock related to
employee and service
provider share-based
compensation activity
    
    
    (60
    )
    
    
    
    
    
    
    (398
    )
    
    
    
    
    
    
    
    
    
    
    (398
    )Purchase and retirement of
treasury stock related to
the stock repurchase program
    
    
    (64
    )
    
    
    
    
    
    
    (347
    )
    
    
    
    
    
    
    
    
    
    
    (347
    )Balance, June 30, 2009
    
    
    25,654
    
    
    $
    26
    
    
    $
    164,678
    
    
    $
    (474
    )
    
    $
    (28,512
    )
    
    $
    135,718
  5




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##### Table of Contents



OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
 Six Months EndedJune 30,2009
    
    
    2008Operating activities:Net loss
    
    $
    (2,140
    )
    
    $
    (510
    )Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:Depreciation and amortization
    
    
    1,876
    
    
    
    1,232Amortization of subscriber acquisition fees
    
    
    298
    
    
    
    242Loss (gain) on sale of equipment
    
    
    15
    
    
    
    (5
    )Loss (gain) on sale of available-for-sale securities
    
    
    (7
    )
    
    
    44Other-than-temporary impairment on auction-rate securities
    
    
    
    
    
    
    336Provision for doubtful accounts
    
    
    190
    
    
    
    464Share-based employee and service provider compensation
    
    
    2,123
    
    
    
    1,712Deferred tax provision (benefit), net
    
    
    (1,336
    )
    
    
    87Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,048
    )
    
    
    (375
    )Income tax refund receivable
    
    
    (251
    )
    
    
    (5
    )Prepaid programming costs
    
    
    (363
    )
    
    
    198Other current assets
    
    
    586
    
    
    
    (192
    )Deposits and other assets
    
    
    (2,445
    )
    
    
    Accounts payable and accrued expenses
    
    
    (1,502
    )
    
    
    1,602Deferred revenue
    
    
    2,247
    
    
    
    10Customer deposits
    
    
    
    
    
    
    (14
    )Accrued severance payments
    
    
    (14
    )
    
    
    (225
    )Deferred obligations
    
    
    (27
    )
    
    
    (97
    )Unfavorable lease obligations
    
    
    (189
    )
    
    
    Net cash provided by (used in) operating activities
    
    
    (1,987
    )
    
    
    4,504Investing activities:Purchases of property, plant and equipment
    
    
    (1,361
    )
    
    
    (478
    )Proceeds from sale of equipment
    
    
    
    
    
    
    15Cash paid to purchase assets of Winnercomm, net of cash acquired
    
    
    (5,746
    )
    
    
    Purchases of available-for-sale and auction-rate securities
    
    
    (26,992
    )
    
    
    (27,176
    )Proceeds from sale of available-for-sale and auction-rate securities
    
    
    100
    
    
    
    63,472Net cash provided by (used in) investing activities
    
    
    (33,999
    )
    
    
    35,833Financing activities:Proceeds from exercise of stock options
    
    
    
    
    
    
    11Purchase of treasury stock
    
    
    (398
    )
    
    
    (290
    )Purchase and retirement of treasury stock related to stock repurchase program
    
    
    (347
    )
    
    
    (4,811
    )Net cash used in financing activities
    
    
    (745
    )
    
    
    (5,090
    )Net increase (decrease) in cash and cash equivalents
    
    
    (36,731
    )
    
    
    35,247Cash and cash equivalents, beginning of period
    
    
    60,257
    
    
    
    25,260Cash and cash equivalents, end of period
    
    $
    23,526
    
    
    $
    60,507Supplemental disclosure of cash flow information:Income taxes paid
    
    $
    282
    
    
    $
    6Supplemental disclosures of non-cash investing and financing activities:Effect of net increase (decrease) in fair value of auction-rate securities
    
    $
    70
    
    
    $
    59Property, plant and equipment costs incurred but not paid
    
    $
    296
    
    
    $
    36Retirement of treasury stock
    
    $
    398
    
    
    $
    290
  6




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##### Table of Contents



OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
 NOTE 1ORGANIZATION AND BUSINESS
 Description of Operations
      NOTE 2ACQUISITION
  7




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##### Table of Contents



January 12, 2009Fair value of the net tangible assets acquired and liabilities assumed:Cash and cash equivalents
    
    $
    198Receivables
    
    
    5,194Inventories
    
    
    81Other current assets
    
    
    2,863Property, plant and equipment
    
    
    6,121Other assets
    
    
    223Accounts payable and accrued liabilities
    
    
    (7,415
    )Deferred revenues
    
    
    (598
    )Unfavorable leases
    
    
    (1,597
    )Total net tangible assets acquired and liabilities assumed
    
    
    
    
    
    $
    5,070Fair value of identifiable intangible assets acquired:Customer relationships
    
    
    730Patents
    
    
    90Programming library
    
    
    54Total identifiable intangible assets acquired
    
    
    
    
    
    
    874Total purchase price
    
    
    
    
    
    
    5,944Less cash acquired
    
    
    
    
    
    
    (198
    )Net purchase price
    
    
    
    
    
    $
    5,746
   Intangible Assets
  WeightedPreliminary
    
    
    AverageFair Value
    
    
    Useful LifeCustomer relationships
    
    $
    730
    
    
    3.5 yearsPatents
    
    
    90
    
    
    5 yearsProgramming library
    
    
    54
    
    
    1 yearTotal intangible assets
    
    $
    874
 Unaudited Pro Forma Financial Information
  8




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##### Table of Contents



Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Total revenues
    
    $
    19,213
    
    
    $
    23,539
    
    
    $
    37,137
    
    
    $
    46,238Net income (loss)
    
    $
    (878
    )
    
    $
    (4,375
    )
    
    $
    (2,858
    )
    
    $
    (8,671
    )Basic earnings (loss) per share
    
    $
    (0.04
    )
    
    $
    (0.17
    )
    
    $
    (0.12
    )
    
    $
    (0.33
    )Diluted earnings (loss) per share
    
    $
    (0.04
    )
    
    $
    (0.17
    )
    
    $
    (0.12
    )
    
    $
    (0.33
    )
 NOTE 3STOCK INCENTIVE PLANS
    2004 Long-Term Incentive Plan (LTIP Plan).
 Non-Employee Director Stock Option Plan (NEDSOP).
  9




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Nature of Award:Restricted stock
    
    $
    988
    
    
    $
    622
    
    
    $
    1,851
    
    
    $
    1,431Options
    
    
    121
    
    
    
    178
    
    
    
    272
    
    
    
    281Total share-based compensation expense
    
    $
    1,109
    
    
    $
    800
    
    
    $
    2,123
    
    
    $
    1,712
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Classification of Compensation Expense:Cost of services:Production and operations
    
    $
    109
    
    
    $
    76
    
    
    $
    214
    
    
    $
    175Other expenses:Selling, general and administrative
    
    
    1,000
    
    
    
    724
    
    
    
    1,909
    
    
    
    1,537Total share-based compensation expense
    
    $
    1,109
    
    
    $
    800
    
    
    $
    2,123
    
    
    $
    1,712
  Six Months EndedJune 30,2009
    
    2008Risk-free interest rate
    
    
    
    
    
    
    1.4 - 2.3
    %Dividend yield
    
    
    
    
    
    
    0.0 %Expected life of the option
    
    
    
    
    
    0.1 - 0.3 yearsVolatility factor
    
    
    
    
    
    
    33.6 - 52.6
    %Weighted average volatility factor
    
    
    
    
    
    
    45.4 %
  10




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##### Table of Contents



Issuances of Common Stock by the Company
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Number of options exercised
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Cash proceeds
    
    $
    
    
    
    $
    11
    
    
    $
    
    
    
    $
    11Tax benefit from options exercised
    
    $
    
    
    
    $
    2
    
    
    $
    
    
    
    $
    2
  Stock Options
  WeightedWeighted
    
    
    AverageAverage
    
    
    RemainingExercise
    
    
    Contractual
    
    
    AggregateOptions
    
    Shares
    
    
    Price
    
    
    Term (Yrs.)
    
    
    Intrinsic Value(in thousands)
    
    
    
    
    
    
    
    
    
    
    (in thousands)Outstanding at beginning of period
    
    
    830
    
    
    $
    12.90Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Expired
    
    
    (35
    )
    
    
    14.84Outstanding at end of period
    
    
    795
    
    
    $
    12.82
    
    
    
    2.59
    
    
    $
    Vested or expected to vest at end of period
    
    
    794
    
    
    $
    12.82
    
    
    
    2.59
    
    
    $
    Exercisable at end of period
    
    
    774
    
    
    $
    12.80
    
    
    
    2.62
    
    
    $
    
  Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    AverageNumber
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    
    Term (Yrs.)
    
    
    Price
    
    
    Exercisable
    
    
    Price(in thousands)
    
    
    
    
    
    
    
    
    
    
    (in thousands)$10.19  $10.19
    
    
    10
    
    
    
    1.76
    
    
    $
    10.19
    
    
    
    8
    
    
    $
    10.19$12.10  $12.10
    
    
    300
    
    
    
    2.30
    
    
    
    12.10
    
    
    
    300
    
    
    
    12.10$12.50  $12.58
    
    
    160
    
    
    
    3.91
    
    
    
    12.52
    
    
    
    151
    
    
    
    12.51$12.80  $13.90
    
    
    250
    
    
    
    2.50
    
    
    
    13.35
    
    
    
    250
    
    
    
    13.35$14.86  $14.86
    
    
    50
    
    
    
    1.55
    
    
    
    14.86
    
    
    
    40
    
    
    
    14.86$14.95  $14.95
    
    
    25
    
    
    
    0.93
    
    
    
    14.95
    
    
    
    25
    
    
    
    14.95Total
    
    
    795
    
    
    
    2.59
    
    
    $
    12.82
    
    
    
    774
    
    
    $
    12.80
  11




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##### Table of Contents



Restricted Stock
  As of June 30, 2009WeightedAverageGrant-DateShares
    
    
    Fair Value(in thousands)Nonvested at beginning of period
    
    
    849
    
    
    $
    8.46Granted
    
    
    586
    
    
    
    6.98Vested
    
    
    (198
    )
    
    
    9.21Forfeited
    
    
    (4
    )
    
    
    9.12Nonvested at end of period
    
    
    1,233
    
    
    $
    7.64
  Expense to be Recognized
  June 30, 2009Weighted AverageExpense Yet to be
    
    
    Remaining RequisiteRecognized
    
    
    Service PeriodsStock options
    
    $
    160
    
    
    0.5 yearsRestricted stock
    
    
    8,070
    
    
    2.8 yearsTotal
    
    $
    8,230
    
    
    2.8 years
 NOTE 4EARNINGS (LOSS) PER COMMON SHARE
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Weighted average
shares used to
calculate basic
earnings (loss) per
share
    
    
    24,366
    
    
    
    25,965
    
    
    
    24,412
    
    
    
    26,049Dilutive effect of
potentially issuable
common shares upon
exercise of dilutive
stock options and
performance units
    
    
    
    
    
    
    94
    
    
    
    
    
    
    
    Weighted average
shares used to
calculate diluted
earnings (loss) per
share
    
    
    24,366
    
    
    
    26,059
    
    
    
    24,412
    
    
    
    26,049
  12




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NOTE 5INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES
  Level 1  Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;Level 2  Inputs other than Level 1 inputs that are either directly or indirectly observable; andLevel 3  Unobservable inputs developed using estimates and assumptions developed by management,
which reflect those that a market participant would use.
  Quoted Prices inActive Markets for
    
    
    Significant Other
    
    
    SignificantIdentical Assets
    
    
    Observable Inputs
    
    
    Unobservable InputsTotal
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash and cash equivalents (1)
    
    $
    23,526
    
    
    $
    23,526
    
    
    $
    
    
    
    $
    Investments in available-for-sale securities (2)
    
    
    27,492
    
    
    
    26,992
    
    
    
    500
    
    
    
    Non-current investments in available-for-sale securities
(3)
    
    
    5,933
    
    
    
    
    
    
    
    
    
    
    
    5,933Total
    
    $
    56,951
    
    
    $
    50,518
    
    
    $
    500
    
    
    $
    5,933
 
 (1)
    
    Cash and cash equivalents consist primarily of treasury
bills and money market funds with original maturity dates
of three months or less, for which we determine fair value
through quoted market prices.(2)
    
    Investments in available-for-sale securities consist of
treasury bills with original maturity dates in excess of
three months, for which we determine fair value through
quoted market prices, and one auction-rate security
totaling $500 scheduled to be redeemed in July 2009.(3)
    
    Investments in available-for-sale securities consist of
one auction-rate municipal security and three closed end
perpetual preferred auction-rate securities (PPS). The
fair value of PPS securities are calculated using a
discounted cash flow analysis to more accurately measure
possible liquidity discounts.  13




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Three Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2009Auction-Rate Securities:Balance at beginning of period
    
    $
    6,471
    
    
    $
    6,456Transfers into Level 2 to be redeemed
    
    
    (500
    )
    
    
    (500
    )Redeemed
    
    
    (100
    )
    
    
    (100
    )Realized gain on redemption
    
    
    7
    
    
    
    7Unrealized gain included in
accumulated other comprehensive loss
    
    
    55
    
    
    
    70Balance as of June 30, 2009
    
    $
    5,933
    
    
    $
    5,933
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest income
    
    $
    48
    
    
    $
    484
    
    
    $
    96
    
    
    $
    1,294Dividend income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32Loss on sale of equity securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44
    )Gain on redemption of auction-rate
securities
    
    
    7
    
    
    
    
    
    
    
    7
    
    
    
    Other-than-temporary impairment on
auction-rate securities
    
    
    
    
    
    
    (76
    )
    
    
    
    
    
    
    (336
    )Total interest and other income, net
    
    $
    55
    
    
    $
    408
    
    
    $
    103
    
    
    $
    946
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NOTE 6COMPREHENSIVE INCOME (LOSS)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss), as reported
    
    $
    (878
    )
    
    $
    271
    
    
    $
    (2,140
    )
    
    $
    (510
    )Unrealized gain (loss) on available-for-sale securities
    
    
    55
    
    
    
    (1
    )
    
    
    70
    
    
    
    59Comprehensive income (loss)
    
    $
    (823
    )
    
    $
    270
    
    
    $
    (2,070
    )
    
    $
    (451
    )
 NOTE 7GOODWILL AND INTANGIBLE ASSETS
    June 30, 2009AccumulatedGross
    
    
    Amortization
    
    
    NetAdvertising customer relationships
    
    $
    1,972
    
    
    $
    1,972
    
    
    $
    Trademark
    
    
    219
    
    
    
    182
    
    
    
    37Internet domain names
    
    
    97
    
    
    
    24
    
    
    
    73Customer relationships
    
    
    730
    
    
    
    98
    
    
    
    632Patents
    
    
    90
    
    
    
    8
    
    
    
    82Programming library
    
    
    54
    
    
    
    25
    
    
    
    29Total intangible assets
    
    $
    3,162
    
    
    $
    2,309
    
    
    $
    853
   Years Ending December 31,
    
    Amount2009 (remaining 6 months)
    
    $
    1722010
    
    
    2632011
    
    
    1772012
    
    
    1222013 and thereafter
    
    
    119Total
    
    $
    853
 NOTE 8LINES OF CREDIT
  15




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NOTE 9INCOME TAX PROVISION (BENEFIT)
   NOTE 10RELATED PARTY TRANSACTIONS
    NOTE 11COMMITMENTS AND CONTINGENCIES
   16




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
    
    If the Company terminates Mr. Werners employment without cause, or Mr. Werner resigns
for good reason, Mr. Werner will receive (i) severance payments (less taxes) which shall
result in an aggregate severance payment of $1,250 (payable over a period of twelve (12)
months if such event occurs prior to October 17, 2009, or eighteen (18) months if such
event occurs after October 16, 2009), and (ii) accelerated vesting with respect to 50% of
the then unvested portion of his outstanding equity awards, except for the performance
units awards previously issued to Mr. Werner;
    
    If the Company terminates Mr. Hornishs employment without cause, or Mr. Hornish
resigns for good reason, Mr. Hornish will receive (i) monthly severance payments of
approximately $31 for 12 months (resulting in an aggregate severance payment of $375) if
such termination or resignation is not in connection with a change in control of the
Company; and (ii) monthly severance payments of approximately $42 for 18 months (resulting
in an aggregate severance payment of $750) if such termination or resignation is in
connection with a change in control of the Company;
    
    If the Company terminates Mr. Burkes employment without cause, or Mr. Burke resigns
for good reason, Mr. Burke will receive (i) monthly severance payments of approximately
$21 for 12 months (resulting in an aggregate severance payment of $250) if such
termination or resignation is not in connection with a change in control of the Company;
and (ii) monthly severance payments of approximately $28 for 18 months (resulting in an
aggregate severance payment of $500) if such termination or resignation is in connection
with a change in control of the Company; and
    
    If the Company terminates Mr. Wilburns employment without cause, or Mr. Wilburn
resigns for good reason, Mr.
 17




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Wilburn will receive monthly severance payments of $25 for 16 months (resulting in an
aggregate severance payment of $400).
      Operating Leases
     NOTE 12SEGMENT INFORMATION
  18




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Income (Loss)
    
    
    
    
    
    
    DepreciationBefore Income
    
    
    Total
    
    
    andAs of and for the Three
Months Ended:
    
    Revenues
    
    
    Taxes
    
    
    Assets
    
    
    AmortizationJune 30, 2009TOC
    
    $
    12,443
    
    
    $
    4,277
    
    
    $
    84,999
    
    
    $
    508Production Services
    
    
    6,770
    
    
    
    (2,454
    )
    
    
    12,209
    
    
    
    470Subtotals of Segments
    
    
    19,213
    
    
    
    1,823
    
    
    
    97,208
    
    
    
    978Corporate*
    
    
    
    
    
    
    (3,008
    )
    
    
    55,445
    
    
    
    Totals
    
    $
    19,213
    
    
    $
    (1,185
    )
    
    $
    152,653
    
    
    $
    978
 Income (Loss)
    
    
    
    
    
    
    DepreciationBefore Income
    
    
    Total
    
    
    andAs of and for the Six
Months Ended:
    
    Revenues
    
    
    Taxes
    
    
    Assets
    
    
    AmortizationJune 30, 2009TOC
    
    $
    24,900
    
    
    $
    8,065
    
    
    $
    84,999
    
    
    $
    1,008Production Services
    
    
    11,289
    
    
    
    (4,803
    )
    
    
    12,209
    
    
    
    868Subtotals of Segments
    
    
    36,189
    
    
    
    3,262
    
    
    
    97,208
    
    
    
    1,876Corporate*
    
    
    
    
    
    
    (6,706
    )
    
    
    55,445
    
    
    
    Totals
    
    $
    36,189
    
    
    $
    (3,444
    )
    
    $
    152,653
    
    
    $
    1,876
 
 *
    
    We capture corporate overhead that is applicable to both segments, but not directly related to
operations in a separate business unit, as Corporate. The expenses allocated to Corporate
consisted primarily of executive, legal and administrative functions not associated directly with
either TOC or Production Services. Corporate assets consist primarily of cash not held in our
operating accounts and available-for-sale securities. NOTE 13RECENT ACCOUNTING PRONOUNCEMENTS
   19




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,
   20




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NOTE 14SUBSEQUENT EVENT
   21




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Safe Harbor Statement
   General
    Critical Accounting Policies and Estimates
   Subscriber Acquisition Fees
  22




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Prepaid Programming Costs
  Revenue Recognition
         23




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Valuation of Goodwill
   Income Taxes
    24




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Stock Incentive Plans
   Comparison of Operating Results for the Three Months Ended June 30, 2009 and June 30, 2008
  Change
    
    
    % of Total Revenue2009
    
    
    2008
    
    
    $
    
    
    %
    
    
    2009
    
    
    2008Revenues:Advertising
    
    $
    7,105
    
    
    $
    8,491
    
    
    $
    (1,386
    )
    
    
    (16.3
    )%
    
    
    37.0
    %
    
    
    65.1
    %Subscriber fees
    
    
    5,338
    
    
    
    4,556
    
    
    
    782
    
    
    
    17.2
    
    
    
    27.8
    
    
    
    34.9Production services
    
    
    6,770
    
    
    
    
    
    
    
    6,770
    
    
    
    100.0
    
    
    
    35.2
    
    
    
    Total revenues
    
    
    19,213
    
    
    
    13,047
    
    
    
    6,166
    
    
    
    47.3
    
    
    
    100.0
    
    
    
    100.0Cost of services:Programming
    
    
    1,333
    
    
    
    1,773
    
    
    
    (440
    )
    
    
    (24.8
    )
    
    
    6.9
    
    
    
    13.6Satellite transmission fees
    
    
    400
    
    
    
    549
    
    
    
    (149
    )
    
    
    (27.1
    )
    
    
    2.1
    
    
    
    4.2Production and operations
    
    
    8,337
    
    
    
    1,162
    
    
    
    7,175
    
    
    
    617.5
    
    
    
    43.4
    
    
    
    8.9Other direct costs
    
    
    110
    
    
    
    95
    
    
    
    15
    
    
    
    15.8
    
    
    
    0.6
    
    
    
    0.7Total cost of services
    
    
    10,180
    
    
    
    3,579
    
    
    
    6,601
    
    
    
    184.4
    
    
    
    53.0
    
    
    
    27.4Other expenses:Advertising
    
    
    924
    
    
    
    1,488
    
    
    
    (564
    )
    
    
    (37.9
    )
    
    
    4.8
    
    
    
    11.4Selling, general and
administrative
    
    
    8,371
    
    
    
    7,133
    
    
    
    1,238
    
    
    
    17.4
    
    
    
    43.6
    
    
    
    54.7Depreciation and amortization
    
    
    978
    
    
    
    617
    
    
    
    361
    
    
    
    58.5
    
    
    
    5.1
    
    
    
    4.7Total other expenses
    
    
    10,273
    
    
    
    9,238
    
    
    
    1,035
    
    
    
    11.2
    
    
    
    53.5
    
    
    
    70.8Income (loss) from operations
    
    
    (1,240
    )
    
    
    230
    
    
    
    (1,470
    )
    
    
    (639.1
    )
    
    
    (6.5
    )
    
    
    1.8Interest and other income, net
    
    
    55
    
    
    
    408
    
    
    
    (353
    )
    
    
    (86.5
    )
    
    
    0.3
    
    
    
    3.1Income (loss) from operations
before income taxes
    
    
    (1,185
    )
    
    
    638
    
    
    
    (1,823
    )
    
    
    (285.7
    )
    
    
    (6.2
    )
    
    
    4.9Income tax provision (benefit)
    
    
    (307
    )
    
    
    367
    
    
    
    (674
    )
    
    
    (183.7
    )
    
    
    (1.6
    )
    
    
    2.8Net income (loss)
    
    $
    (878
    )
    
    $
    271
    
    
    $
    (1,149
    )
    
    
    (424.0
    )%
    
    
    (4.6
    )%
    
    
    2.1
    %
  25




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Comparison of Operating Results for the Six Months Ended June 30, 2009 and June 30, 2008
  Change
    
    
    % of Total Revenue2009
    
    
    2008
    
    
    $
    
    
    %
    
    
    2009
    
    
    2008Revenues:Advertising
    
    $
    14,899
    
    
    $
    16,122
    
    
    $
    (1,223
    )
    
    
    (7.6
    )%
    
    
    41.2
    %
    
    
    65.2
    %Subscriber fees
    
    
    10,001
    
    
    
    8,605
    
    
    
    1,396
    
    
    
    16.2
    
    
    
    27.6
    
    
    
    34.8Production services
    
    
    11,289
    
    
    
    
    
    
    
    11,289
    
    
    
    100.0
    
    
    
    31.2
    
    
    
    Total revenues
    
    
    36,189
    
    
    
    24,727
    
    
    
    11,462
    
    
    
    46.4
    
    
    
    100.0
    
    
    
    100.0Cost of services:Programming
    
    
    3,081
    
    
    
    3,696
    
    
    
    (615
    )
    
    
    (16.6
    )
    
    
    8.5
    
    
    
    14.9Satellite transmission fees
    
    
    795
    
    
    
    1,175
    
    
    
    (380
    )
    
    
    (32.3
    )
    
    
    2.2
    
    
    
    4.8Production and operations
    
    
    14,809
    
    
    
    3,023
    
    
    
    11,786
    
    
    
    389.9
    
    
    
    40.9
    
    
    
    12.2Other direct costs
    
    
    207
    
    
    
    192
    
    
    
    15
    
    
    
    7.8
    
    
    
    0.6
    
    
    
    0.8Total cost of services
    
    
    18,892
    
    
    
    8,086
    
    
    
    10,806
    
    
    
    133.6
    
    
    
    52.2
    
    
    
    32.7Other expenses:Advertising
    
    
    1,383
    
    
    
    2,026
    
    
    
    (643
    )
    
    
    (31.7
    )
    
    
    3.8
    
    
    
    8.2Selling, general and
administrative
    
    
    17,585
    
    
    
    14,750
    
    
    
    2,835
    
    
    
    19.2
    
    
    
    48.6
    
    
    
    59.7Depreciation and amortization
    
    
    1,876
    
    
    
    1,232
    
    
    
    644
    
    
    
    52.3
    
    
    
    5.2
    
    
    
    5.0Total other expenses
    
    
    20,844
    
    
    
    18,008
    
    
    
    2,836
    
    
    
    15.7
    
    
    
    57.6
    
    
    
    72.8Loss from operations
    
    
    (3,547
    )
    
    
    (1,367
    )
    
    
    (2,180
    )
    
    
    159.5
    
    
    
    (9.8
    )
    
    
    (5.5
    )Interest and other income, net
    
    
    103
    
    
    
    946
    
    
    
    (843
    )
    
    
    (89.1
    )
    
    
    0.3
    
    
    
    3.8Loss from operations before
income taxes
    
    
    (3,444
    )
    
    
    (421
    )
    
    
    (3,023
    )
    
    
    718.1
    
    
    
    (9.5
    )
    
    
    (1.7
    )Income tax provision (benefit)
    
    
    (1,304
    )
    
    
    89
    
    
    
    (1,393
    )
    
    
    1,565.2
    
    
    
    (3.6
    )
    
    
    0.4Net loss
    
    $
    (2,140
    )
    
    $
    (510
    )
    
    $
    (1,630
    )
    
    
    319.6
    %
    
    
    (5.9
    )%
    
    
    (2.1
    )%
     26




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Revenues
      27




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Cost of Services
      28




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Other Expenses
       29




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Income (Loss) from Operations
  Interest and Other Income, Net
  Income (Loss) from Operations Before Income Taxes
  Income Tax Provision (Benefit)
   30




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Net Income (Loss)
  Liquidity and Capital Resources
      31




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
     
 ITEM 4. CONTROLS AND PROCEDURES.
 Evaluation of disclosure controls and procedures.
  Changes in internal control over financial reporting.
 32




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Managements report on internal control over financial reporting.
  33




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##### Table of Contents



PART IIOTHER INFORMATION
 
 ITEM 1. Legal Proceedings.
     
 ITEM 1A. Risk Factors.
  Service providers could discontinue or refrain from carrying Outdoor Channel, or decide to not
renew our distribution agreements, which could substantially reduce the number of viewers and harm
our operating results.
  34




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If our channel is placed in unpopular program packages by our service providers, or if service fees
are increased for our subscribers, the number of viewers of our channel may decline which could
harm our business and operating results.
  We could have an aerial camera fall, harming our reputation and possibly causing damage exceeding
our liability insurance limits.
  A deterioration in general economic conditions may cause a decrease in, or hinder our ability to
grow, our advertising revenues.
  We may not be able to effectively manage our future growth or the integration of acquisitions, and
our growth may not continue, which may substantially harm our business and prospects.
  35




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We may not be able to maintain sufficient revenue relating to our production business to offset its
fixed costs, and as a result our profitability may decrease.
  We may not be able to grow our subscriber base of Outdoor Channel at a sufficient rate to offset
planned increased costs, decreased revenue or at all, and as a result our revenues and
profitability may not increase and could decrease.
  We do not control the methodology used by Nielsen to estimate our subscriber base or television
ratings, and changes, or inaccuracies, in such estimates could cause our advertising revenue to
decrease.
  If we offer favorable terms or incentives to service providers in order to grow our subscriber
base, our operating results may be harmed or your percentage of the Company may be diluted.
  36




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If, in our attempt to increase our number of subscribers, we structure favorable terms or
incentives with one service provider in a way that would require us to offer the same terms or
incentives to all other service providers, our operating results may be harmed.
  We may become constrained in our programming content if some organizations are successful in
obtaining legal restrictions on certain content in our programming which may increase our
production expenses, and cause our viewers to decrease their viewing time which in turn could cause
decreased advertising revenue.
  Consolidation among service providers may harm our business.
  The cable, satellite and telco television industry is subject to substantial governmental
regulation for which compliance may increase our costs, hinder our growth and possibly expose us to
penalties for failure to comply.
    Our investments in auction-rate securities are subject to risks which may affect the liquidity of
these investments and could cause additional impairment charges.
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We may not be able to secure sufficient or additional advertising revenue, and as a result, our
profitability may be negatively impacted.
   We cannot be certain in the future that we will be able to report that our controls are without
material weakness or to complete our evaluation of those controls in a timely fashion.
   Expenses relating to programming and production costs are generally increasing and a number of
factors can cause cost overruns and delays, and our operating results may be adversely impacted if
we are not able to successfully recover the costs of developing, acquiring and producing new
programming.
  38




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Our operating results may vary significantly, and historical comparisons of our operating results
are not necessarily meaningful and should not be relied upon as an indicator of future performance.
  
    
    carriage decisions of service providers;
    
    demand for advertising, advertising rates and offerings of competing media;
    
    changes in the growth rate of cable, satellite and telco subscribers;
    
    service providers capital and marketing expenditures and their impact on programming
offerings and penetration;
    
    seasonal trends in viewer interests and activities;
    
    our advertising sales, for both Outdoor Channel and our Production Services, tend to be
more robust during the second half of each year, while expenses remain relatively constant
throughout the year;
    
    pricing, service, marketing and acquisition decisions that could reduce revenues and
impair quarterly financial results;
    
    the mix of cable television, satellite-delivered and telco programming products and
services sold and the distribution channels for those products and services;
    
    our ability to react quickly to changing consumer trends;
    
    increased compensation expenses resulting from the hiring or promotion of highly
qualified employees;
    
    our need to retain some employees on a full-time basis throughout the year so that we
have the minimally necessary personnel available during the busiest seasons;
    
    the necessity to do some projects that may be minimally profitable, if at all, in order
to establish a business relationship with a strategic customer;
    
    specific economic conditions in the pay television and related industries; and
    
    changing regulatory requirements.
  Changes to financial accounting standards or our accounting estimates may affect our reported
operating results.
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Our expansion into international operations has inherent risks, including currency exchange rate
fluctuations, possible governmental seizure of property, and our inability or increased costs
associated with enforcing our rights, including intellectual property rights.
  If we fail to develop and distribute popular programs, our viewership would likely decline, which
could cause advertising and subscriber fee revenues to decrease.
  The market in which we operate is highly competitive, and we may not be able to compete
effectively, particularly against competitors with greater financial resources, brand recognition,
marketplace presence and relationships with service providers.
    Changes in corporate governance and securities disclosure and compliance practices have increased
and may continue to increase our legal compliance and financial reporting costs.
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The satellite infrastructure that we use may fail or be preempted by another signal, which could
impair our ability to deliver programming to our service providers.
  Natural disasters and other events beyond our control could interrupt our signal.
  Seasonal increases or decreases in advertising revenue may negatively affect our business.
  We may be unable to access capital, or offer equity as an incentive for increased subscribers or
for acquisitions, on acceptable terms to fund our future growth and operations.
  We may not be able to attract and retain key personnel.
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Cable, satellite and telco television programming signals have been stolen or could be stolen in
the future, which reduces our potential revenue from subscriber fees and advertising.
  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 may face intellectual property infringement claims that could be time-consuming, costly to
defend and result in our loss of significant rights.
  Some of our existing stockholders can exert control over us and may not make decisions that are in
the best interests of all stockholders.
  The market price of our common stock has been and may continue to be subject to wide fluctuations.
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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 stockholders.
  
    
    allow the authorized number of directors to be changed only by resolution of our board of
directors;
    
    establish a classified board of directors, providing that not all members of the board be
elected at one time;
    
    require a 66 2/3% stockholder vote to remove a director, and only for cause;
    
    authorize our board of directors to issue without stockholder approval blank check
preferred stock that, if issued, could operate as a poison pill to dilute the stock
ownership of a potential hostile acquirer to prevent an acquisition that is not approved by
our board of directors;
    
    require that stockholder actions must be effected at a duly called stockholder meeting
and prohibit stockholder action by written consent;
    
    establish advance notice requirements for stockholder nominations to our board of
directors or for stockholder proposals that can be acted on at stockholder meetings;
    
    except as provided by law, allow only our board of directors to call a special meeting of
the stockholders; and
    
    require a 66 2/3% stockholder vote to amend our certificate of incorporation or bylaws.
  Technologies in the pay television industry are constantly changing, and our failure to acquire or
maintain state-of-the-art technology may harm our business and competitive advantage.
  If our goodwill becomes impaired, we will be required to recognize a noncash charge which could
have a significant effect on our reported net earnings.
  Future issuance by us of preferred shares could adversely affect the holders of existing shares,
and therefore reduce the value of existing shares.
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We do not expect to pay dividends in the foreseeable future.
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
   Total Number
    
    
    Maximumof Shares
    
    
    Approximate DollarPurchased as
    
    
    Value that May YetTotal Number
    
    
    
    
    
    
    Part of Publicly
    
    
    Be Used to Purchaseof Shares
    
    
    Average Price
    
    
    Announced
    
    
    Shares Under thePeriod
    
    Purchased
    
    
    Paid per Share
    
    
    Program
    
    
    ProgramMarch 3, 2009
through March 31,
2009
    
    
    57,000
    
    
    $
    5.33
    
    
    
    57,000
    
    
    $
    9,694,412April 1, 2009
through April
30, 2009
    
    
    
    
    
    
    
    
    
    
    May 1, 2009
through May
31, 2009
    
    
    
    
    
    
    
    
    
    
    June 1, 2009
through June
30, 2009
    
    
    7,500
    
    
    
    5.50
    
    
    
    7,500
    
    
    
    9,652,937Total
    
    
    64,500
    
    
    $
    5.42
    
    
    
    64,500
  
 ITEM 3. Defaults Upon Senior Securities.
  
 ITEM 4. Submission of Matters to a Vote of Security Holders.
   Name
    
    Votes in Favor
    
    Votes WithheldThomas H. Massie
    
    
    19,259,031
    
    
    
    183,347David C. Merritt
    
    
    19,263,376
    
    
    
    179,002Roger L. Werner, Jr.
    
    
    19,142,239
    
    
    
    300,139
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ITEM 5. Other Information.
  
 ITEM 6. Exhibits.
 ExhibitNumber
    
    Description3.1
    
    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)4.1
    
    Instruments defining the rights of security holders, including
debentures (see Exhibits 3.1 and 3.2 above and Exhibit 4.1 to the
Companys Form 10-Q for the period ended June 30, 2005)18.1
    
    Preferability Letter from Independent Registered Public Accounting Firm31.1
    
    Certification by Chief Executive Officer31.2
    
    Certification by Chief Financial Officer32.1*
    
    Section 1350 Certification by Chief Executive Officer32.2*
    
    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 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. 
 SIGNATURES
  OUTDOOR CHANNEL HOLDINGS, INC./s/ Shad L. BurkeShad L. BurkeAuthorized Officer, Chief Financial Officer and
Principal Accounting Officer
Date: August 5, 2009 45