760326--3/17/2008--OUTDOOR_CHANNEL_HOLDINGS

related topics

{capital, credit, financial}

{product, market, service}

{stock, price, operating}

{property, intellectual, protect}

{regulation, change, law}

{tax, income, asset}

{regulation, government, change}

{customer, product, revenue}

{operation, natural, condition}

{stock, price, share}

{provision, law, control}

{acquisition, growth, future}

{control, financial, internal}

{personnel, key, retain}

{cost, contract, operation}

We may not be able to grow our subscriber base 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. 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. Consolidation among cable and satellite operators may harm our business. The cable and satellite 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. 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. We may not be able to secure additional national advertising accounts, and as a result, our revenues and profitability may be negatively impacted. We have found material weaknesses in our internal controls over financial reporting, and 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 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 and acquiring new programming. 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. Changes to financial accounting standards or our accounting estimates may affect our reported operating results. 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. The satellite infrastructure that we use may fail or be preempted by another signal, which could impair our ability to deliver programming to our cable and satellite 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, on acceptable terms to fund our future growth and operations. Our investments in adjustable rate securities are subject to risks which may affect the liquidity of these investments and could cause an impairment charge. We may not be able to attract and retain key personnel. New video recording technologies may reduce our advertising revenue. Cable and satellite 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. 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. Technologies in the cable and satellite 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 take a non-cash 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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760326--3/17/2008--OUTDOOR_CHANNEL_HOLDINGS_INC