8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 30, 2008

OUTDOOR CHANNEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

43445 Business Park Drive, Suite 103
Temecula, California	92590
(Address of principal executive offices)	(Zip Code)

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

Not Applicable.

(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

EX-99.1

Item 2.02 Results of Operations and Financial Condition.

On October 30, 2008, Outdoor Channel Holdings, Inc. issued a press release announcing financial results for the period ended September 30, 2008. A copy of this press release is attached hereto as Exhibit 99.1.

     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 (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		Description
	99.1	Press Release dated October 30, 2008.

SIGNATURE

     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
Date: October 30, 2008		Chief Operating Officer and General Counsel

EXHIBIT INDEX

Exhibit		Description
	99.1	Press Release dated October 30, 2008.

EX-99.1

EXHIBIT 99.1

Contacts:	Thomas Hornish	Brad Edwards
	Chief Operating Officer	Brainerd Communicators, Inc.
	951.699.6991, ext. 104	212.986.6667
	thornish@outdoorchannel.com	edwards@braincomm.com

OUTDOOR CHANNEL HOLDINGS REPORTS STRONG 2008 THIRD QUARTER RESULTS

TEMECULA, Calif. — October 30, 2008 — Outdoor Channel Holdings, Inc. (NASDAQ: OUTD) today reported increases in total revenues of 18.2 percent and 12.8 percent, respectively, for the three- and nine-month periods ended September 30, 2008.

Total revenues from continuing operations amounted to $15.0 million for the 2008 third quarter, compared with $12.7 million in the corresponding period a year ago. For the first nine months of 2008, total revenues from continuing operations equaled $39.7 million, compared with $35.2 million in the 2007 nine-month period.

Advertising revenue for the 2008 third quarter rose 32.3 percent to $10.5 million from $7.9 million in the prior-year period. For the first nine months of 2008, advertising sales rose 27.2 percent to $26.6 million from $20.9 million in the first nine months of 2007.

Subscriber fees totaled $4.5 million for the third quarter of 2008 and $13.1 million year-to-date. This reflects reductions of 5.4 percent and 8.2 percent, respectively, from $4.7 million and $14.3 million in the 2007 third quarter and nine months. The company attributed the reductions in subscriber fees to the successful completion of carriage negotiations with the majority of its distributors during the preceding year.

“Our strong third quarter financial performance demonstrates our continued progress in implementing our growth strategy and building upon our leadership position in outdoor TV,” said Roger L. Werner, President and Chief Executive Officer. “During the quarter, we generated double digit advertising growth, as we continued to capitalize on our audience gains and improved programming. Looking ahead, we remain focused on further strengthening our brand, monetizing our audience growth, maximizing our distribution relationships and expanding our digital presence.”

Outdoor Channel Holdings posted net income of $2.4 million, or $0.09 per diluted share, for the 2008 third quarter, compared with a net income of $1.5 million, or $0.06 per diluted share, in the prior-year period. For the 2008 nine-month period, the company posted net income of $1.9 million, or $0.07 per share, compared to a net loss of $299,000, or ($0.01) per share, for the first nine months of 2007.

Earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted for the effects of discontinued operations and share-based compensation expense, amounted to $5.4 million for the 2008 third quarter, compared with $3.1 million in the prior-year period. For the year-to-date period, EBITDA, adjusted for the effects of discontinued operations and share-based compensation expense, equaled $7.0 million, compared with $8.0 million for the first nine months of 2007.

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Investor Conference Call

Outdoor Channel Holdings’ management will host an investor conference call today, October 30, 2008, at 2 p.m. PDT (5 p.m. EDT) to review the company’s financials and operations for its 2008 third quarter ended September 30, 2008. Investment professionals are invited to participate in the live call by dialing 800-659-1942 (domestic) or 617-614-2710 (international) and using participant passcode 70817379. The call will be open to all other interested parties through a live, listen-only audio Internet broadcast in the Investor Relations section of the company’s Web site, www.outdoorchannel.com. For those who are not able to listen to the live broadcast, the call will be archived on the website for one year. A telephonic playback of the conference call also will be available through 5 p.m. PDT (8 p.m. EDT), November 6, 2008, by calling 888-286-8010 (domestic) or 617-801-6888 (international) and using participant passcode 23551543.

About Outdoor Channel Holdings, Inc.

Outdoor Channel Holdings, Inc. owns and operates Outdoor Channel, America’s leader in outdoor TV. The national network offers programming that captures the excitement of hunting, fishing, shooting, off-road motorsports, adventure and the Western lifestyle. Outdoor Channel can be viewed on multiple platforms including high definition, video-on-demand, as well as on a dynamic new broadband website. For more information about the company or Outdoor Channel, please visit www.outdoorchannel.com.

Nielsen Media Research Universe Estimates for Outdoor Channel

Nielsen Media Research is the leading provider of television audience measurement and advertising information services worldwide. Nielsen estimated that Outdoor Channel had approximately 29.6 million cable and satellite subscribers for November 2008. 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, Inc. or its management. Outdoor Channel Holdings, Inc. does not by its reference above or distribution imply its endorsement of or concurrence with such information.

Use of Non-GAAP Financial Information

This press release includes “non-GAAP financial measures” within the meaning of the Securities and Exchange Commission rules. The company believes that earnings before interest, taxes, depreciation and amortization (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 (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 compensation expense is provided in the attached table.

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Outdoor Channel Holdings, Inc.
3-3-3

Safe Harbor Statement

Statements in this news release that are not historical are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, including statements, without limitation, about our expectations, beliefs, intentions, strategies regarding the future long-term value of the company resulting from the company’s current actions or strategic initiatives and the future anticipated value of Outdoor Channel to our audience, distributors and advertisers. The company’s actual results could differ materially from those discussed in any forward-looking statements. The company intends that such forward-looking statements be subject to the safe-harbor provisions contained in those sections. Such statements involve significant risks and uncertainties and are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements. Such factors include but are not limited to: (1) service providers discontinuing or refraining from carrying Outdoor Channel; (2) a decline in the number of viewers from having Outdoor Channel placed in unpopular cable or satellite packages, or increases in subscription fees, established by the service providers; (3) the company’s ability to grow the subscriber base of Outdoor Channel; (4) a change in Nielsen’s methodology of estimating the number of subscribers to Outdoor Channel, or an inaccuracy in Nielsen’s such estimated number; (5) economic conditions causing a decrease, or slowing of growth, in our advertising revenue; and other factors which are discussed in the company’s filings with the Securities and Exchange Commission. For these forward-looking statements, the company claims the protection of the safe harbor for forward-looking statements in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

#      #      #

OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited, in thousands, except per share data)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2008		2007			2008		2007
Revenues:
Advertising	$	10,472	$	7,917		$	26,594	$	20,908
Subscriber fees		4,484		4,739			13,089		14,263
Total revenues		14,956		12,656			39,683		35,171
Cost of services:
Programming		1,437		1,521			5,133		4,625
Satellite transmission fees		398		637			1,573		1,869
Production and operations		1,454		1,101			4,477		3,375
Other direct costs		98		46			290		101
Total cost of services		3,387		3,305			11,473		9,970
Other expenses:
Advertising		567		1,558			2,593		4,088
Selling, general and administrative		6,592		6,524			21,342		21,525
Depreciation and amortization		672		686			1,904		1,993
Total other expenses		7,831		8,768			25,839		27,606
Income (loss) from operations		3,738		583			2,371		(2,405	)
Interest and other income, net		454		882			1,400		2,397
Income (loss) from continuing operations before income taxes		4,192		1,465			3,771		(8	)
Income tax provision (benefit)		1,798		(33	)		1,887		320
Income (loss) from continuing operations		2,394		1,498			1,884		(328	)
Income from discontinued operations, net of tax		—		—			—		29
Net income (loss)	$	2,394	$	1,498		$	1,884	$	(299	)
Basic earnings (loss) per common share data:
From continuing operations	$	0.10	$	0.06		$	0.07	$	(0.01	)
From discontinued operations	$	—	$	—		$	—	$	—
Basic earnings per common share	$	0.10	$	0.06		$	0.07	$	(0.01	)
Diluted earnings (loss) per common share data:
From continuing operations	$	0.09	$	0.06		$	0.07	$	(0.01	)
From discontinued operations	$	—	$	—		$	—	$	—
Diluted earnings per common share	$	0.09	$	0.06		$	0.07	$	(0.01	)
Weighted average number of common shares outstanding:
Basic		25,114		26,054			25,719		25,846
Diluted		25,890		26,747			26,287		25,846

OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited, in thousands)

	September 30,		December 31,
	2008		2007
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	57,317	$	25,260
Investment in available-for-sale securities		150		46,155
Accounts receivable, net of allowance for doubtful accounts		9,221		8,299
Other current assets		6,407		5,626
Total current assets		73,095		85,340
Property, plant and equipment, net		10,394		11,632
Goodwill and amortizable intangible assets, net		43,208		43,473
Investment in available-for-sale securities		6,684		—
Deferred tax assets, net		7,574		9,326
Deposits and other assets		1,772		1,930
Totals	$	142,727	$	151,701
Liabilities and Stockholders’ Equity
Current liabilities	$	6,016	$	4,833
Long-term liabilities		255		291
Total liabilities		6,271		5,124
Total stockholders’ equity		136,456		146,577
Totals	$	142,727	$	151,701

OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Operating activities:
Net income (loss)	$	2,394		$	1,498		$	1,884		$	(299	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Income from discontinued operations		—			—			—			(29	)
Depreciation and amortization		672			686			1,904			1,993
Amortization of subscriber acquisition fees		125			122			367			366
Loss (gain) on sale of equipment		46			(1	)		41			(1	)
Loss (gain) on sale of available-for-sale and auction-rate securities		(119	)		—			(75	)		—
Other-than-temporary impairment on auction-rate securities		—			—			336			—
Provision for doubtful accounts		125			32			589			100
Share-based employee and service provider compensation		992			1,861			2,704			8,392
Deferred tax provision (benefit), net		1,798			(115	)		1,885			245
Changes in operating assets and liabilities:
Accounts receivable		(1,084	)		(973	)		(1,459	)		(2,121	)
Income tax refund receivable		(7	)		18			(12	)		2,095
Prepaid programming costs		(749	)		(795	)		(551	)		(295	)
Other current assets		(26	)		(171	)		(218	)		(486	)
Deposits and other assets		(209	)		64			(209	)		(250	)
Accounts payable and accrued expenses		(133	)		1,160			1,469			1,558
Deferred revenue		129			(304	)		139			(388	)
Customer deposits		—			—			(14	)		(41	)
Accrued severance payments		(14	)		(84	)		(239	)		(257	)
Deferred obligations		23			32			(74	)		15
Net cash provided by operating activities		3,963			3,030			8,467			10,597
Investing activities:
Purchases of property, plant and equipment		(166	)		(234	)		(644	)		(943	)
Proceeds from sale of equipment		—			4			15			4
Proceeds from sale of discontinued operations		—			—			—			3,589
Purchases of available-for-sale and auction-rate securities		(5	)		(44,451	)		(27,181	)		(104,001	)
Proceeds from sale of available-for-sale and auction-rate securities		2,480			46,921			65,952			100,811
Net cash provided by (used in) investing activities		2,309			2,240			38,142			(540	)
Financing activities:
Proceeds from exercise of stock options		—			6			11			604
Purchase and retirement of stock related to stock repurchase program		(9,363	)		(37	)		(14,174	)		(308	)
Purchase of treasury stock		(99	)		—			(389	)		—
Net cash provided by (used in) financing activities		(9,462	)		(31	)		(14,552	)		296

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Cash flows from discontinued operations:
Net cash used in operating activities of discontinued operations		—			—			—			(582	)
Net cash used in investing activities of discontinued operations		—			—			—			(69	)
Net cash used in discontinued operations		—			—			—			(651	)
Net increase (decrease) in cash and cash equivalents		(3,190	)		5,239			32,057			9,702
Cash and cash equivalents, beginning of period		60,507			18,689			25,260			14,226
Cash and cash equivalents, end of period	$	57,317		$	23,928		$	57,317		$	23,928
Supplemental disclosure of cash flow information:
Income taxes paid	$	7		$	4		$	13		$	99
Supplemental disclosures of non-cash investing and financing activities:
Effect of net decrease in fair value of available-for-sale securities, net of deferred taxes	$	(216	)	$	(15	)	$	(157	)	$	(49	)
Property, plant and equipment costs incurred but not paid	$	37		$	122		$	37		$	122
Retirement of treasury stock	$	98		$	36		$	389		$	308

OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-U.S. GAAP MEASURES TO U.S. GAAP
(unaudited, in thousands)

The following table sets forth the reconciliation of net income (loss) to earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted for the effects of discontinued operations and share-based compensation expense:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2008		2007			2008		2007
Net income (loss)	$	2,394	$	1,498		$	1,884	$	(299	)
Add/Subtract:
Interest and other income, net		454		881			1,400		2,397
Income tax provision (benefit)		1,798		(33	)		1,887		320
Depreciation and amortization		672		686			1,904		1,993
EBITDA		4,410		1,270			4,275		(383	)
Adjusted for:
Income from discontinued operations, net of tax		—		—			—		29
EBITDA as adjusted for discontinued operations, net of tax		4,410		1,270			4,275		(412	)
Adjusted for:
Share-based compensation expense		992		1,861			2,704		8,392
EBITDA as adjusted for discontinued operations, net of tax and share-based compensation expense	$	5,402	$	3,131		$	6,979	$	7,980
Summary of Cost of Services
Share-based compensation expense	$	155	$	46		$	329	$	125
Cost of Services		3,232		3,259			11,144		9,845
Total Cost of Services	$	3,387	$	3,305		$	11,473	$	9,970
Summary of Selling, general and administrative
Share-based compensation expense	$	837	$	1,815		$	2,375	$	8,267
Selling, general and administrative		5,755		4,709			18,967		13,258
Total Selling, general and administrative	$	6,592	$	6,524		$	21,342	$	21,525