8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2008

OUTDOOR CHANNEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	000-17287	33-0074499
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

43445 Business Park Drive, Suite 103
Temecula, California 92590
(Address of principal executive offices, including zip code)

(951) 699-6991
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

Item 1.01. Entry into a Material Definitive Agreement and Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Supplemental Compensatory Arrangement with Roger L. Werner

On February 1, 2008, the Compensation Committee, or the Committee, of the Board of Directors of Outdoor Channel Holdings, Inc., or the Company, approved a Supplemental Compensation Agreement between the Company and Mr. Werner. Such Supplemental Compensation Agreement is attached to this filing as Exhibit 99.1 and incorporated by reference herein.

The Supplemental Compensation Agreement will terminate on March 15, 2010. The Supplemental Compensation Agreement provides for an increase in Mr. Werner’s base annual salary from $300,000 to $450,000, effective February 4, 2008, and an increase from $450,000 to $500,000, effective October 16, 2008. The Supplemental Compensation Agreement also provides for target annual incentive bonuses for Mr. Werner of not less than $225,000 and not less than $250,000 for 2008 and 2009, respectively. The actual annual incentive bonus payable to Mr. Werner, if any, will depend upon the extent to which the applicable performance goal(s) specified by the Committee are achieved or exceeded and will be adjusted for under- or over-performance.

In addition, under the terms of the Supplemental Compensation Agreement, Mr. Werner is eligible to receive up to $950,000 for the renewal of seven major affiliation agreements on commercially reasonable terms as determined by the Company’s Board of Directors in its reasonable discretion. The amount earned by Mr. Werner varies based on the number of major agreements that are renewed. For each of the seven major agreements that is renewed, one of which has already been renewed and for which Mr. Werner will receive such bonus, Mr. Werner is eligible to receive an incentive bonus of $50,000. In addition:

• Mr. Werner will be eligible to receive an incentive bonus in the amount of $100,000 when the first three of any of the seven companies have entered into renewed contracts with the Company;

• In addition to the bonus earned for three renewals, Mr. Werner will be eligible to receive an additional incentive bonus in the amount of $200,000 when the first five of any of the seven companies have entered into renewed contracts with the Company; and

• Upon all seven companies entering into renewed contracts with the Company, Mr. Werner will be eligible to receive an incentive bonus in the amount of $300,000, in addition to the bonuses earned for three and five renewals.

Mr. Werner is also eligible to receive an incentive bonus for incremental growth of the Company’s subscriber base over the existing base as reported by all companies distributing the Outdoor Channel in their December 2007 reports. Such reports are in arrears and generally report the actual number of subscribers for the month of September 2007. The incentive bonus for incremental growth in subscriber base is separated into three tiers:

• The first tier provides for up to $1,500,000 payable in individual amounts of $300,000 for each incremental increase of 1 million paying subscribers, or portion thereof, for up to 5 million incremental subscribers;

• The second tier provides for an additional amount of up to $2,000,000 payable in individual amounts of $400,000 for each incremental increase of 1 million paying subscribers, or portion thereof, for between 5 million and 10 million incremental subscribers; and

• The third tier provides for an additional incentive bonus, with no maximum amount, of $500,000 for each incremental increase of 1 million paying subscribers, or portion thereof, for incremental subscribers in excess of 10 million.

Further, Mr. Werner is entitled to receive a cash bonus of 5% of the annual increase in advertising revenue from continuing operations of Outdoor Channel compared to the prior year, for both 2008 and 2009. In the event of a change in control, as defined under Mr. Werner’s employment agreement, provided that Mr. Werner remains an employee of the Company on the date of the change in control, the Company will pay to Mr. Werner an amount

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equal to (1) measurements for each applicable bonus under the Supplemental Compensation Agreement as of the day prior to the change in control and (2) estimates of advertising revenue growth to be determined in the sole and absolute discretion of the Company’s Board of Directors.

Compensatory Arrangement with Thomas E. Hornish

On February 4, 2008, Mr. Hornish’s base annual salary was increased from $225,000 to $325,000, and Mr. Hornish became eligible for a bonus of up to 50% of his base salary for annually set performance metrics.

Item 2.02. Results of Operations and Financial Condition

On February 1, 2008, Outdoor Channel Holdings, Inc., or the Company, conducted a conference call regarding the financial results of the Company for the third quarter ended September 30, 2007. A transcript of this conference call is attached as Exhibit 99.2 to this filing.

This information and the exhibits hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Supplemental Compensation Agreement by and between Roger L. Werner and Outdoor Channel Holdings, Inc.
99.2	Transcript of Conference Call Regarding Outdoor Channel Holding’s Third Quarter 2007 Results

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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 hereunto duly authorized.

	OUTDOOR CHANNEL HOLDINGS, INC.
	By:	/s/ Thomas E. Hornish
		Thomas E. Hornish
		Chief Operating Officer and General Counsel
Date: February 7, 2008

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Supplemental Compensation Agreement by and between Roger L. Werner and Outdoor Channel Holdings, Inc.
99.2	Transcript of Conference Call Regarding Outdoor Channel Holding’s Third Quarter 2007 Results

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EX-99.1

EXHIBIT 99.1

OUTDOOR CHANNEL HOLDINGS, INC.

ROGER L. WERNER, JR. SUPPLEMENTAL COMPENSATION AGREEMENT

     This Supplemental Compensation Agreement (this “Agreement”) is entered into as of February 1, 2008, by and between Outdoor Channel Holdings, Inc. (the “Company”) and Roger L. Werner, Jr. (the “Executive”) and modifies and supplements that certain Employment Agreement between the Company and Executive dated as of October 16, 2006, as previously amended.

RECITALS

     1. The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue his employment and to motivate Executive to maximize the value of the Company for the benefit of its stockholders.

     2. The Board believes that it is imperative to provide Executive with certain compensation incentives set forth in this Agreement in order to provide Executive with enhanced financial security and incentive and encouragement to remain with the Company and to strive to obtain the strategic goals set forth by the Board in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

     1. Term of Agreement. This Agreement will terminate upon the date that all of the obligations of the parties hereto with respect to this Agreement have been satisfied or until March 15, 2010, whichever is earlier.

     2. At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and will continue to be at-will, as defined under applicable law, and that the terms of this Agreement do not in any way modify or change such at-will employment relationship. Executive and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to the other party, with or without good cause or for any or no cause, at the option either of the Company or Executive.

     3. Base Salary.

          (a) Increase for Second Year of Employment. Effective as of February 4, 2008, the Company will increase Executive’s annual salary from $300,000 to $450,000 for his continued services (such annual salary, as is then effective, to be referred to herein as “Base Salary”).

          (b) Increase for Third Year of Employment. Effective as of October 16, 2008, the Company will increase Executive’s Annual Salary from $450,000 to $500,000 for his continued services.

     4. Annual Incentive.

          (a) Fiscal Year 2008. Executive will be eligible to receive an annual cash incentive payable for the achievement of performance goals established by the Board or by the Compensation Committee of the Board (the “Committee”) for Fiscal Year 2008. Executive’s target annual incentive will be not less than $225,000. The actual earned annual cash incentive, if any, payable to Executive for Fiscal Year 2008 will depend upon the extent to which the applicable performance goal(s) specified by the Committee are achieved or exceeded and will be adjusted for under- or over-performance.

          (b) Fiscal Year 2009. Executive will be eligible to receive an annual cash incentive payable for the achievement of performance goals established by the Board or the Committee for Fiscal Year 2009. Executive’s target annual incentive will be not less than $250,000. The actual earned annual cash incentive, if any, payable to Executive for Fiscal Year 2009 will depend upon the extent to which the applicable performance goal(s) specified by the Committee are achieved or exceeded and will be adjusted for under- or over-performance

     5. Contract Renewal Bonus.

          (a) Executive will be eligible to receive cash incentive bonuses, up to a maximum aggregate of $950,000, in accordance with the vesting requirements specified in Exhibit A for the renewal of major contracts (the “Contract Renewal Bonus”).

          (b) Terms of Renewed Contracts. In order for the Contract Renewal Bonus to be earned by Executive, each renewed contract with any of the companies listed in Exhibit A must contain terms that are commercially reasonable and materially consistent with terms generally accepted as standard in the cable TV network industry as determined by the Company’ Board of Directors in its reasonable discretion.

          (c) Payment of Contract Renewal Bonuses. The Company shall cause to be paid the applicable bonuses pursuant to this Section 5 as soon as practicable following the execution of the applicable contracts with the companies listed in Exhibit A. The Executive must have been an employee of the Company within three (3) months prior to the date of any contract renewal in order to be eligible to receive any of the bonuses provided by this Section 5. The payments of any applicable contract renewal bonus shall be paid in all cases no later than March 15^th of the year following the year in which such contract has been executed.

     6. Subscriber Growth Bonus.

          (a) First Tier Subscriber Bonus. Executive will be eligible to receive cash incentive bonuses in a maximum amount of $1,500,000 payable in individual amounts of $300,000 for each incremental increase of one (1) million paying subscribers, or portion thereof, above the Baseline (as defined in Section 6(d)) for the first five (5) million of increased subscribers.

          (b) Second Tier Subscriber Bonus. Executive will be eligible to receive, in addition to the First Tier Subscriber Bonus set forth in Section 6(a), additional cash incentive bonuses in a maximum amount of $2,000,000 payable in individual amounts of $400,000 for each incremental

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increase of one (1) million paying subscribers, or portion thereof, from the Second Tier Baseline (as defined in Section 6(d)) for the next five (5) million of increased subscribers.

          (c) Third Tier Subscriber Bonus. Executive will be eligible to receive, in addition to the First Tier Subscriber Bonus set forth in Section 6(a) and the Second Tier Subscriber Bonus set forth in Section 6(b), additional cash incentive bonuses (with no maximum amount) in individual amounts of $500,000 for each incremental increase of one (1) million paying subscribers, or portion thereof, from the Third Tier Baseline (as defined in Section 6(d)) for each of the next one (1) million of increased subscribers.

          (d) Defined Terms. The following terms referred to in this Agreement shall have the following meanings:

     Baseline. “Baseline” shall mean the aggregate number of paying subscribers as reported by all companies distributing the Company’s linear cable TV network “Outdoor Channel” on such companies’ December 2007 reports to the Company (which is in arrears and is generally for the actual number of subscribers for the month of September 2007).

               (i) Measurement Date. “Measurement Date” shall mean each October 16^th of 2008 and 2009, provided Executive must remain an employee of the Company on each applicable Measurement Date in order to be eligible to receive any Subscriber Growth Bonus.

               (ii) Second Tier Baseline. “Second Tier Baseline” shall mean an amount of paying subscribers equal to the Baseline number of subscribers plus five (5) million.

               (iii) Third Tier Baseline. “Third Tier Baseline” shall mean an amount of paying subscribers equal to the Baseline number of subscribers plus ten (10) million.

          (e) Calculation of Subscriber Growth Bonuses. The Company shall determine the increase, if any, of the number of paying subscribers on each Measurement Date by reference to the aggregate number of paying subscribers as reported by all companies distributing the Company’s linear cable TV network “Outdoor Channel” on such companies’ December reports, for the respective year, to the Company (which is in arrears and is generally for the actual number of subscribers for the month of September). For clarity, the determination of paying subscribers shall not be dependent on the number of subscribers being under contract, and the number of paying subscribers shall include that number of all incremental paying subscribers whether from (i) normal, or organic, growth, (ii) from an improvement in the Company’s ability to confirm the number of paying subscribers as reported by the distributing companies, (iii) improved carriage on those tiers of distribution with a greater number of subscribers, or (iv) otherwise.

          (f) Payment of Subscriber Growth Bonuses. The Company will pay any applicable Subscriber Growth Bonus pursuant to this Section 6 as soon as practicable after each Measurement Date, but in all cases such bonus amounts, if any, shall be paid by March 15^th of the year following the year of the applicable Measurement Date.

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     7. Advertising Revenue Growth Bonus.

          (a) Calendar Year 2008 Advertising Revenue Growth Bonus. Executive will be eligible to receive a cash incentive bonus equal to five percent (5%) of the increase in the advertising revenue in calendar year 2008 as compared to the advertising revenue accrued by the Company in calendar year 2007 from the operations of Outdoor Channel, each as reported by the Company’s in its Statement of Operations (or segment information, if applicable) for such respective year, provided, however, that in 2007, the advertising revenue resulting from the advertising sales associated with the Company’s operations that were discontinued in 2007 shall be excluded.

          (b) Calendar Year 2009 Advertising Revenue Growth Bonus. Executive will be eligible to receive a cash incentive bonus, in addition to the Calendar Year 2008 Advertising Revenue Growth Bonus set forth in Section 7(a), in an amount equal to five percent (5%) of the increase in the advertising revenue in calendar year 2009 as compared to the advertising revenue accrued by the Company in calendar year 2008 from the operations of Outdoor Channel, each as reported by the Company’s in its Statement of Operations (or segment information, if applicable) for such respective year.

          (c) Calculation of Advertising Revenue Growth Bonuses. The Company shall calculate the amount of any Advertising Revenue Growth Bonus pursuant to this Section 7 as soon as practicable after the close of each applicable calendar year. The Company shall include in such advertising revenue calculations all revenue accrued by the Company from the sale of advertising associated with the Company’s cable TV network “Outdoor Channel” including (i) the sale of infomercials being aired, (ii) the sale of advertising on the Company’s linear channel(s), usually in the form of 30-second spots (“Short-Form Advertising”), (iii) the sale of airtime to third parties producing their own programming and reselling the Short-Form Advertising time within such programs to other advertisers, (iv) the sale of advertising on the Company’s website(s), and/or (v) otherwise. Executive must remain an employee of the Company on October 16, 2008 to receive the Calendar Year 2008 Advertising Revenue Growth Bonus. Executive must remain an employee of the Company on October 16, 2009 to receive the Calendar Year 2009 Advertising Revenue Growth Bonus.

          (d) Payment of Advertising Revenue Growth Bonuses. The Calendar Year 2008 Advertising Revenue Growth Bonus provided by Section 7(a), if any, shall be paid in a single lump sum cash payment on or prior to March 15, 2009. The Calendar Year 2009 Advertising Revenue Growth Bonus provided by Section 7(b), if any, shall be paid in a single lump sum cash payment on or prior to March 15, 2010.

     8. Impact of Change of Control. In the event of a Change in Control (as defined in Executive’s written employment agreement) prior to the payment of any applicable bonus pursuant to this Agreement, and provided that Executive remains an employee of the Company on the date of the Change in Control, the Company shall, effective as of immediately prior to the closing of such Change in Control, calculate using reasonable assumptions and determinations the appropriate pro rata payments which shall be paid immediately prior to closing of the Change in Control in an amount equal to (1) measurements for each applicable bonus under this Agreement as of day prior to

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closing and (2) estimates of advertising revenue growth to be determined in the sole and absolute discretion of the Board.

     9. Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death, and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Executive’s right to compensation or other benefits will be null and void.

     10. Notices. All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally; (b) one (1) day after being sent overnight by a well-established commercial overnight service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

If to the Company:

Attn: Chairman of the Compensation Committee
c/o Corporate Secretary
with a copy to: its General Counsel
Outdoor Channel Holdings, Inc.
43445 Business Park Drive, Suite 103
Temecula, CA 92590

If to Executive:

at the last residential address known by the Company.

     11. Severability. In the event that any provision or any portion of any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision or portion of provision. The remainder of this Agreement shall be interpreted so as best to effect the intent of the Company and Executive.

     12. Arbitration. The Parties agree that any and all disputes arising out of the terms of this Agreement, Executive’s employment by the Company, Executive’s service as an officer or director of the Company, or Executive’s compensation and benefits, their interpretation and any of the matters herein released, will be subject to binding arbitration. In the event of a dispute, the parties (or their legal representatives) will promptly confer to select a Single Arbitrator mutually acceptable to both parties. If the parties cannot agree on an Arbitrator, then the moving party may file a Demand for Arbitration with the American Arbitration Association (“AAA”) in Connecticut, who

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will be selected and appointed consistent with the AAA-Employment Dispute Resolution Rules, except that such Arbitrator must have the qualifications set forth in this paragraph. Any arbitration will be conducted in a manner consistent with AAA National Rules for the Resolution of Employment Disputes, supplemented by the Connecticut Rules of Civil Procedure. The Parties further agree that the prevailing party in any arbitration will be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The Parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury. This paragraph will not prevent either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of their dispute relating to Executive’s obligations under this Agreement and the Confidential Information Agreement.

     13. Integration. This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. Notwithstanding the foregoing, this Agreement supersedes only those portions of Executive’s written employment agreement dealing with base salary and annual incentive opportunities and for all other purposes Executive’s written employment agreement remains in effect and is not otherwise modified or amended by this Agreement. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in a writing and signed by duly authorized representatives of the parties hereto. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise, or understanding that is not in this Agreement. To the extent that any provisions of this Agreement conflict with those of any other agreement previously entered into between the Company and Executive, the terms in this Agreement will prevail.

     14. Waiver of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.

     15. Headings. All captions and Section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

     16. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

     17. Governing Law. This Agreement will be governed by the laws of the state of Connecticut without regard for choice of law provisions of any state or other jurisdiction.

     18. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

     19. Code Section 409A. Notwithstanding anything in Agreement to the contrary, if the vesting of the balance, or some lesser portion of any bonus under this Agreement is accelerated in connection with Executive’s termination of employment with the Company (provided that such termination is a “separation from service” within the meaning of Section 409A of the Internal

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Revenue Code of 1986, as amended (the “Code”), as determined by the Company) and if (1) Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of such termination of employment and (2) the payment of such accelerated bonus amounts will result in the imposition of additional tax under Section 409A of the Code if paid to Executive on or within the six (6) month period following Executive’s termination of employment, then the payment of such accelerated bonus amounts will not be made until the date six (6) months and one (1) day following the date of Executive’s termination of employment. It is the intent of this Agreement to comply with the requirements of Section 409A of the Code so that none of the bonuses provided under this Agreement will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to so comply.

     20. Counterparts. This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by a duly authorized officer, as of the day and year written below.

COMPANY:

OUTDOOR CHANNEL HOLDINGS, INC.
/s/ Perry T. Massie	Date: February 1, 2008
By: Perry T. Massie
Its: Chairman of the Board
EXECUTIVE:
/s/ Roger L. Werner, Jr.	Date: February 1, 2008
Roger L. Werner, Jr.

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EX-99.2

EXHIBIT 99.2

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Final Transcript

Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

CORPORATE PARTICIPANTS

Angie Yang
Outdoor Channel Holdings, Inc. — IR

Shad Burke
Outdoor Channel Holdings, Inc. — Interim CFO, Chief Accounting Officer

Roger Werner
Outdoor Channel Holdings, Inc. — President, CEO

Tom Hornish
Outdoor Channel Holdings, Inc. — EVP, COO, General Counsel, Secretary

CONFERENCE CALL PARTICIPANTS

Michael Kupinski
Noble Financial Group — Analyst

Shane Calhoun
Analyst

PRESENTATION

Operator

Good day ladies and gentlemen, and welcome to the Third Quarter 2007 Outdoor Channel Holdings Earnings Conference Call. My name is Eric, and I will be your coordinator for today.

(OPERATOR INSTRUCTIONS)

I would now like to turn your presentation over to your host for today’s call, Miss Angie Yang, Investor Relations for Outdoor Channel Holdings. Please proceed.

Angie Yang — Outdoor Channel Holdings, Inc. — IR

Thank you Eric, and good morning everyone. Before we begin, please recognize that certain statements in this conference call are not historical fact. They may be deemed therefore to be forward-looking statements under the Private Securities Litigation Reform Act of 1995.

In particular, statements about future results expected to be obtained from the company’s current strategic initiatives are forward-looking statements. Many important factors may cause the company’s actual results to differ materially from those discussed in any such forward-looking statements.

These risks and uncertainties are described in further detail in the company’s filings with the Securities and Exchange Commission included in the company — including the company’s amended Form 10-Q/As for the quarterly periods ended March 31 and June 30, 2007 and the Form 10-Q for the September 30, 2007 quarterly period, all three of which were filed early this morning. You are directed to these filings for more detailed information. Outdoor Channel Holdings undertakes no obligation to publicly update or revise its forward-looking statements.

Please note that we will be discussing non-GAAP financial measures within the meaning of the SEC rules. The company believes that earnings before interest, taxes, depreciation, and amortization, or EBITDA, adjusted for the effects of discontinued operations and share based compensation expense provides greater comparability regarding its ongoing operating performance.

This information is not intended to be considered in isolation or as a substitute for net income or loss calculated in accordance with U.S. GAAP. A reconciliation of the Company’s U.S. GAAP information to EBITDA adjusted for the effects of discontinued operations and share based

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Final Transcript

Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

compensation expense is provided in the tables attached to the company’s 2007 third quarter financial results earnings release distributed today and available on the Investor Relations section of the company’s website, www.outdoorchannel.com.

We will also be discussing Outdoor Channel’s Nielsen Ratings. Nielsen Media Research is the leading provider of television audience measurement and advertising information services worldwide. Please note that this estimate regarding Outdoor Channel’s subscriber base is made by Nielsen Media Research and is theirs alone, and does not represent opinions, forecasts or predictions of Outdoor Channel Holdings or its management. The company does not by its reference today imply its endorsement of or concurrence with such information.

We have allotted one hour for today’s call. Interim Chief Financial Officer, Shad Burke, will begin with an overview of the financial results for the 2007 third quarter. President and CEO, Roger Werner, will then highlight the progress that’s being made with the strategic initiatives being implemented at Outdoor Channel. Then, we will open up the call for a question-and-answer session. Outdoor Channel’s Chief Operating Officer, Tom Hornish, is also here with us and will be available for the Q&A session.

Now, I’ll turn the call over to Shad Burke. Shad?

Shad Burke — Outdoor Channel Holdings, Inc. — Interim CFO, Chief Accounting Officer

Thank you, Angie. Good morning, everyone. Welcome to Outdoor Channel Holdings Quarterly Investor Conference Call. As announced this morning in our earnings news release, Outdoor Channel posted another quarter of strong revenue gains. Total revenues from continuing operations increased 12% to $12.7 million in the 2007 third quarter over the prior-year period.

Advertising revenue rose to $7.9 million, up 13% over the third quarter of 2006. The increases reflect higher rates paid by advertisers and third-party programmers along with incremental increases in advertising inventory retained and sold by Outdoor Channel. We believe the market’s overall acceptance of our increased ad sales rates is a strong testament to Outdoor Channel’s position as America’s leader in outdoor TV.

Subscriber fees grew 9% to $4.7 million when compared with the 2006 third quarter. This reflects an increase in the number of paying subscribers, both from new affiliates and from existing distributors as well as contractual subscriber fee rate increases with existing service providers carrying Outdoor Channel. As we’ve said before, to the extent Outdoor Channel is successful with its subscriber growth strategy, we anticipate our net subscriber fee revenues will decrease over the short-term future.

Nielsen estimated that Outdoor Channel had approximately 30 million viewers at the close of the 2007 third quarter, compared with approximately 28 million a year ago. Nielsen revises its estimates of the number of subscribers to our channel each month, and for February 2008, Nielsen’s estimate was 30.3 million subscribers.

Our overall cost of services declined 13% from the prior-year period. As a percentage of total revenues, costs were 26% in the 2007 third quarter versus 28% in the year-ago period, primarily reflecting the positive impact of increased ad sales rates combined with reduced programming expenses. Satellite transmission fees and production and operations expenses were relatively steady, as expected, and underscore the operating leverage inherent in our business model.

Now moving on to other expenses, SG&A expenses increased 56% in the third quarter of 2007 over the year-ago period. The increase is primarily due to the recognition of compensation expense related to Roger’s performance units. For GAAP purposes, we must recognize the cost over an estimated time and Roger will only realize these methods if the stock performs in the market.

As previously noted, we will incur compensation costs related to those performance units amounting to $6.6 million during the whole of 2007. We anticipate SG&A expenses will continue to increase going forward as we continue to make progress with our strategic plans to increase the subscriber base of Outdoor Channel.

Net income from continuing operations for the 2007 third quarter totaled $583,000. This compares with a loss from operations of $8.6 million from the prior-year period, which included a $9.5 million write-off of the carrying value of MSO relationships due to our changed distribution strategy adopted by the Board in September 2006.

We continue to maintain a very strong balance sheet. At September 30, 2007, the Company’s total current assets increased to $83.1 million compared with $71 million at year-end 2006. The company had working capital of $78.3 million and total shareholders’ equity of $146.5 million at September 30, 2007.

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Final Transcript

Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

The company generated $10.6 million in net cash provided by operating activities of continuing operations during the nine months ended September 30, 2007, which includes $2.1 million of income tax refund receivables. This compares with net cash provided by operating activities of continuing operations of $3.3 million during the 2006 nine months.

At this point, I would like to pass it to Roger. Roger?

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Thank you Shad, and I’d like to thank you and the team that you’ve assembled for getting us through a rather difficult period here with a number of restatements. As many of you on the call know, this has taken us longer than we first expected. It has been a very high priority for us to complete the review as quickly as possible, but getting it right, frankly getting the books scrubbed and having this kind of ongoing issue behind us, was really the primary objective. So we all appreciate the patience of our investors as we work through it, and we hope that this is the last of these kinds of delays.

We continue to aggressively pursue the strategy, which we’ve discussed with you on prior calls, and we’re pleased to report that we actually have some tangible progress that supports our assumptions and validates some of the moves that we’ve made over the last 12 months.

We’ve completed the beta testing of our broadband website, and it’s now in full launch. We’re just starting to market that product and try to drive traffic to it. It’s a new business model, but we are optimistic about it. We are actually beginning to make ad sales calls, and we think that we’ve got something here that’ll be a nice complement to the base business.

The fourth quarter ratings press release, that you may have seen yesterday, is one of those things that I mentioned that validates our assumptions about the strategy and why believe it’s working. In comparison to fourth quarter 2006, the network increased its household delivery by 33% for the Monday through Sunday 7PM to midnight hours.

We increased our year-over-year ratings by 88% on Saturday and Sunday between 6AM and 7PM. And in the fourth quarter of ‘07, what that means is, the network averaged a 0.2 rating in our universe 7PM to midnight, Monday through Sunday, and we averaged a 0.3 Saturday/Sunday daytime. Those are very respectable, very competitive ratings that would stack up favorably with a number of much larger networks.

Our viewers have clearly sort of responded and said they like the new branding. They like the convenience of thematic programming blocks and, particularly highlighted by Sunday and Tuesday night’s performance, where we were up 115% and 35% respectively over the fourth quarter of 2006.

In fact Sunday night, the hunting block on Sunday night posted an average rating in our universe of a 0.4 in the fourth quarter. So all of that’s very encouraging. It’s the kind of news we were hoping that we’d be able to deliver to you and so, we’re delighted that the handcuffs are off and we’re now making this information available.

This morning, we — or I guess it was yesterday morning, we announced the formation a hunting industry advisory council, and this panel is made up of a cross-section of senior executives and thought leaders from our industry. And we had a very nice dinner with those folks last night and quite a spirited exchange of questions and answers and suggestions. So our partnerships with the endemic advertising community I think are getting stronger by the day.

I mentioned initially that Shad has been instrumental in strengthening our finance team. He is our Chief Accounting Officer, but he’s also our acting CFO at the moment and doing a great job. He has assembled a team with two additional CPAs who are very well qualified and we, as you know, have added Ernst & Young as our auditor now. With the people we’ve got working on accounting and reporting, I’m confident that the kinds of problems that have plagued you and plagued us over the last year will be history.

Anyway, I think, at this point, I’d like to open it up to Q&A and invite Tom Hornish, our COO, to participate in that. So, ladies and gentlemen, if there are any questions, we’ll be happy to answer them.

QUESTION AND ANSWER

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Final Transcript

Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

Operator

(OPERATOR INSTRUCTIONS)

Your next question comes from the line of Michael Kupinski with Noble Financial. Please proceed.

Michael Kupinski — Noble Financial Group — Analyst

Thanks. I have a couple of quick questions here. First of all, I was wondering if you can give us an update on the NCTC deal and what you’re — might be seeing in terms of subscribers. And I know that the Nielsen universe numbers have been kind of floating around a little bit. In — last fall, I think in the third quarter, they increased the numbers sizably from the second quarter, with was I think like 29.2 million. And I think that was related to the fact that Nielsen updated the total television household numbers.

And since then, I think it seems like in February they’d come down a little bit. I was wondering if you noticed any subscriber losses, particular losses, that would account for a little bit of the dip that we saw from last fall and/or if it’s just Nielsen just adjusting its television household numbers again. And then I have a couple of follow-up after that.

Roger Werner — Outdoor Channel Holdings, Inc. — President and CEO

Well Mike — well let me ask — answer the Nielsen question first and then, I’m going to ask Tom to comment on NCTC and some of the other things you want to talk about, Mike. The simple answer on Nielsen is, we don’t know. Their sampling methodology is their proprietary methodology. They’re not going to change an estimate based on what we’ve actually seen or not seen in the field. And so, frankly, that’s why we put these disclaimers in all of these published reports reminding you that that is Nielsen’s number.

Now, to my knowledge, there was nothing remarkable, positive or negative, during this period that would have moved the Nielsen number necessarily. But again, I — I am not Nielsen’s spokesman. Now Tom, NCTC, Mike was interested in progress there, might be useful for some of the other people on the call just to —.

Tom Hornish — Outdoor Channel Holdings, Inc. — EVP, COO, General Counsel, Secretary

Yes, sure.

Roger Werner — Outdoor Channel Holdings, Inc. — President and CEO

Give them a little background on what that is.

Tom Hornish — Outdoor Channel Holdings, Inc. — EVP, COO, General Counsel, Secretary

On the — as we announced on October 1st, or effective October 1st, the NC — new NCTC deal with a new rate card that gives the incentives for the increased penetration on each of the systems. We have been out there. Our first priority has been out there to sign up all of those systems that had been carrying Outdoor Channel in the past under the new rate card, and we’ve completed all of that. And I think 99% of our — or a very high percentage, almost everybody signed up with a new rate card, which gave them the reduced rates for the incentives.

Now the next step, and that’s been our first priority during fourth quarter, the next step is to go out through the new systems with the new economics. But realize a lot of those systems are very small, so you’re probably — even with signing up new systems, you — we probably don’t expect to see a big jump in our number of paying subscribers. And whether or not that gets reflected by Nielsens, to your second question, Mike, it’s a — we don’t really know. Nielsen has their own statistical methodology, and it is what it is.

Roger Werner — Outdoor Channel Holdings, Inc. — President and CEO

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Final Transcript

Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

I will make — add one little footnote. We recently received the annual research from beta, which is a third-party independent research group that covers the cable industry. And in their survey of cable operators, most of whom are smaller, independent operators, Outdoor Channel was rated number one as the network they’d most like to add or plan to add in 2008.

So as Tom said, all indications are pretty favorable that within the NCTC universe and even outside it, there’s interest in adding the channel. And there’s probably good growth available to us. But whether it’s enough to move a Nielsen number or not is something we really don’t want to speculate on.

Michael Kupinski — Noble Financial Group — Analyst

Roger, I know that you haven’t given us the internal numbers that you have but I was wondering, has the gap narrowed between the Nielsen numbers and your internal numbers?

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Not appreciably, Mike. There’s still a gap there. One thing that’s coming up in the next few months is, we will — we’re enhancing our encryption of our signal and that may — that may shake loose some distributors that may not be known to us, may not be authorized by us at the moment. So there may be some gap narrowing that’s coming in the next few months, and we’ll keep you posted if that’s the case. But to date, no, there’s still a bit of a disconnect, a bit larger than what I’ve seen in my last 25 years of building cable networks between Nielsen’s number and our internal number.

Michael Kupinski — Noble Financial Group — Analyst

No, oh, oh, just one more question if I may and then, I’ll let others ask. What — and, obviously, you have a very large cash position, and you kind indicated in the past that there might be some small tuck-in type acquisitions, but that you still have a large cash position there. What are your thoughts about what you — how you might use that cash position, especially since the stock is still significantly undervalued relative to recent transaction prices in the industry?

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Mike, they’re — I think the full range of options that we discussed with you, I suppose it’s been about a month ago now, those — that range of options is still on the table, and it would include, as you suggested, some smaller acquisitions that may be very important for us strategically.

So we’re engaged in some discussion and analysis right now on a couple of those smaller, meaning $10 million to $20 million acquisitions. There may be an opportunity for us to intervene in the market as a buyer of our own shares, if we believe the price is attractive enough. That’s still on the table. But nothing is done. Nothing’s decided in this area, but we are looking at all those options and they are still open to us.

Tom Hornish — Outdoor Channel Holdings, Inc. — EVP, COO, General Counsel, Secretary

Well — and launch support for the increased distribution is still on the table as a discussion for the increased marketing support with the distributors, of course, so —.

Michael Kupinski — Noble Financial Group — Analyst

Okay, great. Thank you.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Welcome.

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Final Transcript

Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

Operator

(OPERATOR INSTRUCTIONS)

Your next question comes from the line of [Shane Calhoun] with (inaudible) Advisors. Please proceed. Shane, your line is open.

Shane Calhoun Analyst

Thank you. Hi, Roger.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Hi, Shane.

Shane Calhoun Analyst

Hi. I guess Mike kind of asked the question I had, and it related to the cash. And maybe if we could just get a little bit more granularity on that because the stock was down at $5.30, and I’m just trying to wonder, where do you think it makes sense for you guys to intervene with what I would consider an excess amount of cash that you have on the balance sheet, considering the amount of cash that you’re able to generate on an annual basis. I guess I’m just trying to figure out why there’s so much cash sitting on the balance sheet versus not being paid back to shareholders.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Yes well, that’s a good question, and it’s a question we ask ourselves regularly, and we’re having a Board meeting later today. And this — that will be a topic of some discussion today as well. The simple answer to your question is that we haven’t closed on any acquisitions, number one.

And number two, we’ve been in a blackout period because of all of the book scrubbing we’ve been doing over the last six, eight months and so have been unable to intervene in the market even if we had wanted to. Even at as attractive a price as $5 and change, we frankly — our hands were tied on that one, Shane. So once we are sort of in a period of time when we can act, we may elect to do so.

Now, you asked a question, what sort of price do we think is attractive? That’s a hard one, and I don’t want to get ahead of ourselves with — but —.

Shane Calhoun Analyst

Right.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

I think that all we can say is that at today’s prices at $8, we still think we’re a very good value. And I think Mike Kupinski earlier alluded to transaction history and some comparables that he may have in mind that would suggest that that price is attractive and that there’s probably still some good head room left in our security. So not to be evasive, but I think that’s maybe as much specificity as I can provide at the moment.

Shane Calhoun Analyst

Okay.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

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Final Transcript

Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

But we believe — we still believe we’ve got a great little company here. It’s well positioned to do good things in the future, and we still think it’s kind of a value story.

Shane Calhoun Analyst

Yes, no. And I agree with you. It just — and I think we both agree that, with the minimal CapEx that you need, I think you’ve done a good job of executing on all of the things that you wanted to do to get the company and the brand positioned so you can grow it going forward. It just seems there’s an awful lot of cash sitting there.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

You’re absolutely — and you’re absolutely right. We —.

Shane Calhoun Analyst

That could be used better, and you guys generate a fair amount of cash as the business is right now. And after the stock comp works off next year, it’s even going to be that much more explosive, right?

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Yes, that’s right. Although, we still will be carrying forward some tax shelters. So our actual free cash flows will still benefit from some of that in the future. But yes, the outlook for the company’s operations, I think, is improving. I will say, though, that we are still a small company in absolute terms, and we still compete in a very competitive and difficult market, one dominated by large vertically integrated competitors.

So having some cash on hand for subscriber acquisition deals, for other acquisitions that might strengthen our position domestically, for perhaps acquisitions that might allow us to expand our footprint, either through penetration of new geographic markets or through accelerated penetration of the Internet markets, all of those things suggest to me or argue to me that we should maintain some flexibility and some liquidity here.

Having some cash, particularly in a — an economy that’s softening like ours is is probably not a bad thing. But yes, you’re right. We’ve got a little too much of it. We want to put it to use and show you that we can make acquisitions and integrate them, so that we can enter the market as a buyer of our shares and help support the price or do other things that I think you, as an investor, would think is a better use of our money and management time.

Shane Calhoun Analyst

And in terms of the competitive landscape, what is that looking like today? And what do you think it looks like going forward with one of your larger competitors, I think, falling by the wayside?

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Well, it’s a — it’s a very dynamic situation. Yes, we did have a competitor fail in the third quarter. Whether something like that will pop up again and whether it will pop up as a wholly owned subsidiary of one of our distributors, you never know.

Shane Calhoun Analyst

Yes.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

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Final Transcript

Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

That’s why I say, we compete in a market dominated by big vertically integrated players and in many cases, our customers are also our competitors. So we never really relax, in a competitive sense. We’re always looking at every competitor out there and trying to figure out how to better insulate ourselves from that kind of competitive threat.

Shane Calhoun Analyst

Okay. Well, thank you.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

You’re welcome.

Operator

Your next question is a follow-up question from the line of Michael Kupinski. Please proceed.

Michael Kupinski — Noble Financial Group — Analyst

Thank you. In terms of the [affiliacy] revenue prospects in 2008, Roger, you mentioned that some of that is flowing through now with the NCTC deal. And I was just wondering if you have any thoughts on — or maybe some guidance on what your thoughts are in terms of the affiliacy revenue decline in 2008?

And then, secondly, I — in terms of the 13% increase in advertising in the third quarter, how much of that was from rate? And how much of that was from increased inventory, if you can just give me a little bit of granularity on that? And then, two, maybe just talk a little bit about what you’re seeing in terms of trends in — so far this year in terms of advertising?

Tom Hornish — Outdoor Channel Holdings, Inc. — EVP, COO, General Counsel, Secretary

Sure. Mike, it’s Tom. On the first question for the NCTC and the sub fees in general, it’s — it — number one, as far as guidance, we just don’t give guidance on any specific line items or even as an overall company. However, I will tell you that it’s — the other reason we can’t give guidance, it’s an unknown, at this point, because of the new rate card that we have in place with a structured, tiered rate card depending on what the penetration is and the carriage is of each system.

Depending on what happens, it’s just — there’s no way of predicting it right now. And we’re out talking to each of these systems every day with our new affiliate sales force in the regions, and it’s to be determined. It’s too hard to predict.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Yes, I think that’s right. Mike, to give you just a little — to give you a little better sense of what we mean, we — as a company, we have budgeted for sort of nominal decreases in affiliate revenue this year. We’re not looking at that business, that piece of our business going away, being decimated, but we’re looking at it. Could it drop 5% or 10% or some number like that? Yes, it probably could. But as Tom said, we’re in late-stage negotiations with a number of large customers, but we haven’t signed those deals. So exactly where that shakes out and —.

Tom Hornish — Outdoor Channel Holdings, Inc. — EVP, COO, General Counsel, Secretary

And when.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

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Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

— and when and what that precise impact would be on our budgeted revenue for the year, that’s a hard one to give you much of an answer on at the moment.

Michael Kupinski — Noble Financial Group — Analyst

And Roger, I know that you’ve kind of pushed back on your timetables in terms of doing distribution deals. But is there anything that you can update? I know that you indicated in the past that you’re in the late-stage negotiations. Is there anything that you might be able to offer us in terms of maybe timing or what your thoughts are if there anything in particular — like Comcast, I know, has been out there. You’ve been pushing it forward month by month. Is there anything that we should for in the next coming months here?

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Well yes, you should. You — don’t be surprised if we announce that we’ve done some more affiliation deals and renewed our relationships with people like DirecTV or Comcast or Cox or other large companies. Those discussions are underway as I say, and I characterize them as late-stage and, in some cases, very, very late-stage. But to get them papered, to get the ink on the signature page, it could take a week. It could take three months. So we’re moving along, but we’re feeling good about the progress we’re making, and I just —.

Tom Hornish — Outdoor Channel Holdings, Inc. — EVP, COO, General Counsel, Secretary

Let me add a little bit to that, just to be clear. Our focus is getting the renewal of the agreements and getting all of our subscribers under contract, and the new deals may or may not include growth just from the contracts.

Michael Kupinski — Noble Financial Group — Analyst

Yes.

Tom Hornish — Outdoor Channel Holdings, Inc. — EVP, COO, General Counsel, Secretary

But with the new rate card that we put in place under the new contracts with these affiliates, then we have the incentives to go out and sell into the individual systems. And we now have the affiliate sales force that —.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

That’s capable of doing that effectively.

Tom Hornish — Outdoor Channel Holdings, Inc. — EVP, COO, General Counsel, Secretary

Right.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

And indeed, they’re making — I won’t name names, but one of our largest customers has been seen now at the regional and local level by our national sales force. And we have built, we believe, a substantial increased demand for our channel within that large company’s universe. So Mike, I — we can’t give you it’s going to go up 10% or something’s going to get signed in the next four weeks. Anything we say to you like that is just going to come back and hurt us in the negotiations we’re having. So —.

Michael Kupinski — Noble Financial Group — Analyst

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Final Transcript

Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

Fair enough, and that was just so — and congratulations, by the way, on your substantial ratings improvement in the fourth quarter. I was just wondering, what are you doing in terms of monetizing that? And how is that looking into — going into the first quarter? I understand that you were planning on some fairly aggressive advertising rate increases. How’s that — how’s the first quarter shaping up on the top line?

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

First quarter, so far, looks pretty good. January is — January looks like it’s pacing right on budget or close, and our ratings appear to be, again, looking good year-over-year for January versus —January — versus last January. So all I can tell you right now, Mike, is pretty much what we told you a couple of weeks ago. We have substantial business on the books for 2008. It’s way too early in the year, however, to tell you that we’ve got the budget made or that first quarter’s a slam-dunk or anything like that.

We operate in the same economy as many other companies and, as we all know, our economy is kind of softening up. And, in some cases, people are asking themselves how much do they want to spend and so, we’re off to a good, good start in ‘08. We are still feeling very optimistic about ‘08 and our ability to make our budgets. But I’m not going to give you guidance on top line revenue for first quarter.

Michael Kupinski — Noble Financial Group — Analyst

No, I understand.

Tom Hornish — Outdoor Channel Holdings, Inc. — EVP, COO, General Counsel, Secretary

And to be fair, Mike, and you’re probably familiar with this — the ad sales is — in our business is very cyclical — third and fourth quarter are our big quarters. First and second aren’t as great and so, there is a business cycle there to be aware of.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Yes.

Michael Kupinski — Noble Financial Group — Analyst

You haven’t seen any pushback from the substantial rate increases that you’ve given your endemic advertisers at this point, have you?

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Well, no. We certainly have negotiations with them. We’re not dictating terms to them. We negotiate with them but, so far, they’ve been very understanding of our need to substantially improve our pricing structure and, so far, we’ve had no fall-off. Our major customers are still our major customers. We’re growing our business with each of them, and feel good about the future.

That — I mentioned that we have this advisory board meeting. We created an advisory board that’s made up of a lot of those large endemic advertisers and the heads of various wildlife and wilderness conservation groups. We met with them last night, and I think it was a very upbeat meeting, that they’re off in general to a good start this year and feeling good about their partnership with us now.

Michael Kupinski — Noble Financial Group — Analyst

Great. And finally, I was just wondering in terms of the fourth quarter report, how does that look? Do you have any thoughts about when you might be reporting the fourth quarter?

Tom Hornish — Outdoor Channel Holdings, Inc. — EVP, COO, General Counsel, Secretary

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Final Transcript

Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

Well Shad, I think, probably needs to sleep a couple of nights. But we’re focused on getting it filed as quickly as we can and, depending on other people’s schedules and everything else, we’ll do it as fast as we can. But as far as an estimate, it’s too hard to predict at this point. So — but we don’t expect to be late, that’s for sure.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Yes. And we — and Shad and his team and Ernst & Young have got a good head start against the full year and that filing, so, as I mentioned earlier in the call, we hope that a lot of the delays and other things you’ve seen are behind us now.

Shad Burke — Outdoor Channel Holdings, Inc. — Interim CFO, Chief Accounting Officer

With these restatements ongoing, we have made substantial progress on the year-end audit, especially with Ernst & Young and some of the processes we have in place. So the time to close is — it’s going to pick up a little bit now that we’ve got more players involved with this. So we’re excited to see how this — the fruits of the labor will come out here at the end of the year.

Michael Kupinski Noble Financial Group — Analyst

Okay, great. Thank you very much.

Roger Werner — Outdoor Channel Holdings, Inc. — President, CEO

Thank you, Mike.

Operator

It appears we have no more questions in queue. I would like to turn the call over for closing remarks.

Angie Yang — Outdoor Channel Holdings, Inc. — IR

As there are no more questions, we would like to thank all of you for participating in our call. On behalf of all of us here at Outdoor Channel Holdings, we appreciate your continued interest. Thank you for your ongoing support.

Operator

Thank you, for your participation in today’s conference. This concludes our presentation. You may now disconnect, and have a good day.

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Final Transcript

Feb. 01. 2008 / 11:00AM ET, OUTD — Q3 2007 OUTDOOR CHANNEL HLDGS INC Earnings Conference Call

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