10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________________________

FORM 10-Q

_________________________________________________________________________

(Mark One)

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

For the quarterly period ended December 31, 2014

OR

¨ 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: 000-15159

_________________________________________________________________________

RENTRAK CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________________________________________

Oregon	93-0780536
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7700 NE Ambassador Place, Portland, Oregon	97220
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 503-284-7581

_________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	x
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock $0.001 par value	15,204,978
(Class)	(Outstanding at February 1, 2015)

RENTRAK CORPORATION

FORM 10-Q

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets - December 31, 2014 and March 31, 2014 (unaudited)	2
	Condensed Consolidated Statements of Operations - Three and Nine Months Ended December 31, 2014 and 2013 (unaudited)	3
	Condensed Consolidated Statements of Comprehensive Loss - Three and Nine Months Ended December 31, 2014 and 2013 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows - Nine Months Ended December 31, 2014 and 2013 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II - OTHER INFORMATION
Item 1A.	Risk Factors	24
Item 6.	Exhibits	25
Signature		26

1

PART I

ITEM 1. FINANCIAL STATEMENTS

Rentrak Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

	December 31, 2014			March 31, 2014
Assets
Current Assets:
Cash and cash equivalents	$	6,007		$	5,102
Marketable securities	79,011			16,868
Accounts receivable, net of allowances for doubtful accounts of $83 and $162	19,031			12,199
Taxes receivable and prepaid taxes	—			122
Deferred tax assets, net	34			44
Assets held for sale	4,120			5,443
Other current assets	2,595			2,818
Total Current Assets	110,798			42,596
Property and equipment, net of accumulated depreciation of $27,387 and $23,785	21,657			17,891
Goodwill	136,127			7,034
Other intangible assets, net of accumulated amortization of $4,023 and $3,447	16,821			12,724
Other assets	1,003			1,022
Total Assets	$	286,406		$	81,267
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	4,066		$	1,766
Accrued liabilities	557			370
Accrued data provider liabilities	9,580			4,460
Accrued compensation	7,038			6,743
Deferred revenue and other credits	3,281			2,644
Liabilities held for sale	4,163			3,858
Total Current Liabilities	28,685			19,841
Deferred rent, long-term	2,238			2,413
Accrued compensation, long-term	5,700			4,700
Taxes payable, long-term	568			520
Deferred tax liability, net, long-term	1,946			759
Total Liabilities	39,137			28,233
Commitments and Contingencies	—			—
Stockholders’ Equity:
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued	—			—
Common stock, $0.001 par value; shares authorized: 75,000 and 30,000; shares issued and outstanding: 15,195 and 12,213	15			12
Capital in excess of par value	282,341			83,562
Accumulated other comprehensive income (loss)	(376		)	409
Accumulated deficit	(35,449		)	(31,823		)
Stockholders’ Equity attributable to Rentrak Corporation	246,531			52,160
Noncontrolling interest	738			874
Total Stockholders’ Equity	247,269			53,034
Total Liabilities and Stockholders’ Equity	$	286,406		$	81,267

See accompanying Notes to Condensed Consolidated Financial Statements.

2

Rentrak Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2014			2013			2014			2013
Revenue	$	26,874		$	19,517		$	74,459		$	54,042
Cost of revenue	9,538			6,820			25,182			19,938
Gross margin	17,336			12,697			49,277			34,104
Operating expenses:
Selling, general and administrative	16,383			12,274			43,761			34,460
Research, technology and innovation	3,308			2,265			9,645			6,256
Total operating expenses	19,691			14,539			53,406			40,716
Loss from continuing operations	(2,355		)	(1,842		)	(4,129		)	(6,612		)
Other income, net	82			53			122			144
Loss from continuing operations before income taxes	(2,273		)	(1,789		)	(4,007		)	(6,468		)
Provision (benefit) for income taxes	377			(758		)	743			(2,020		)
Loss from continuing operations, net of income taxes	(2,650		)	(1,031		)	(4,750		)	(4,448		)
Income from discontinued operations, net of income taxes	332			665			988			2,228
Net loss	(2,318		)	(366		)	(3,762		)	(2,220		)
Net loss attributable to noncontrolling interest	(31		)	(23		)	(135		)	(52		)
Net loss attributable to Rentrak Corporation	$	(2,287	)	$	(343	)	$	(3,627	)	$	(2,168	)
Loss per share from continuing operations attributable to Rentrak Corporation common stockholders:
Basic	$	(0.19	)	$	(0.08	)	$	(0.36	)	$	(0.36	)
Diluted	$	(0.19	)	$	(0.08	)	$	(0.36	)	$	(0.36	)
Income per share from discontinued operations attributable to Rentrak Corporation common stockholders:
Basic	$	0.02		$	0.05		$	0.08		$	0.18
Diluted	$	0.02		$	0.05		$	0.08		$	0.18
Net loss per share attributable to Rentrak Corporation common stockholders:
Basic	$	(0.17	)	$	(0.03	)	$	(0.28	)	$	(0.18	)
Diluted	$	(0.17	)	$	(0.03	)	$	(0.28	)	$	(0.18	)
Shares used in per share calculations:
Basic	13,516			12,181			12,875			12,116
Diluted	13,516			12,181			12,875			12,116

See accompanying Notes to Condensed Consolidated Financial Statements.

3

Rentrak Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (In thousands, except footnote references)
	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2014			2013			2014			2013
Net loss	$	(2,318	)	$	(366	)	$	(3,762	)	$	(2,220	)
Other comprehensive income (loss):
Foreign currency translation adjustments	(246		)	77			(631		)	372
Unrealized holding gains (losses) which arose during the period on available-for-sale securities(1)	(122		)	19			(157		)	(74		)
Recognition of previously unrealized losses on available-for-sale securities included in net loss(2)	4			—			4			2
Other comprehensive income (loss)	(364		)	96			(784		)	300
Comprehensive loss	(2,682		)	(270		)	(4,546		)	(1,920		)
Comprehensive loss attributable to noncontrolling interest	(31		)	(23		)	(135		)	(52		)
Comprehensive loss attributable to Rentrak Corporation	$	(2,651	)	$	(247	)	$	(4,411	)	$	(1,868	)

(1) For the three and nine months ended both December 31, 2014 and 2013, the amounts are net of zero deferred taxes.

(2) For the three and nine months ended both December 31, 2014 and 2013, the amounts are net of zero deferred tax benefits.

See accompanying Notes to Condensed Consolidated Financial Statements.

4

Rentrak Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands)
	For the Nine Months Ended December 31,
	2014			2013
Cash flows from operating activities:
Net loss	$	(3,762	)	$	(2,220	)
Income from discontinued operations, net of income taxes	(988		)	(2,228		)
Adjustments to reconcile net loss to net cash flows provided by operating activities of continuing operations:
Depreciation and amortization	5,366			4,326
Stock-based compensation	6,900			5,082
Deferred income taxes	1,272			(62		)
Loss on disposition of assets	117			—
Realized loss on marketable securities	4			2
Adjustment to allowance for doubtful accounts	(79		)	(130		)
(Increase) decrease, net of effect of acquisition, in:
Accounts receivable	(6,010		)	(1,623		)
Taxes receivable and prepaid taxes	122			(237		)
Other assets	781			(793		)
Increase (decrease), net of effect of acquisition, in:
Accounts payable	1,757			343
Taxes payable	197			(196		)
Accrued liabilities and compensation	1,853			4,181
Deferred revenue	460			(761		)
Deferred rent	(123		)	254
Net cash provided by operating activities of discontinued operations	2,881			5,099
Net cash provided by operating activities	10,748			11,037
Cash flows from investing activities:
Purchase of marketable securities	(69,800		)	(6,137		)
Sale of marketable securities	7,500			1,000
Payments made to develop intangible assets	(84		)	(104		)
Purchase of property and equipment	(7,716		)	(5,643		)
Net cash used in investing activities of discontinued operations	—			(114		)
Cash paid for acquisition, net of cash acquired	(207		)	(372		)
Net cash used in investing activities	(70,307		)	(11,370		)
Cash flows from financing activities:
Proceeds from issuance of common stock	61,092			1,479
Net cash provided by financing activities	61,092			1,479
Effect of foreign exchange translation on cash	(628		)	244
Increase in cash and cash equivalents	905			1,390
Cash and cash equivalents:
Beginning of period	5,102			3,835
End of period	$	6,007		$	5,225
Supplemental non-cash information:
Capitalized stock-based compensation	$	677		$	870
Common stock used to pay for option exercises	4,108			199
Common stock used to pay for taxes associated with option exercises	990			—
Common stock used to pay for taxes associated with vested restricted stock units	2,611			1,046
Decrease in leasehold improvements related to forgiven loan	—			550
Common stock used to pay for acquisition	114,120			375

See accompanying Notes to Condensed Consolidated Financial Statements.

5

RENTRAK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Rentrak Corporation have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The results of operations for the three and nine month periods ended December 31, 2014 are not necessarily indicative of the results to be expected for the entire fiscal year ending March 31, 2015 (“Fiscal 2015”). The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes thereto included in our 2014 Annual Report on Form 10-K (the “Form 10-K”).

The Condensed Consolidated Financial Statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to present fairly our financial position, results of operations and cash flows. Certain reclassifications, primarily related to the presentation of discontinued operations, have been made to the prior period financial statements to conform to the current period presentation.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of Rentrak Corporation and its wholly owned subsidiaries, and those entities in which we have a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation.

In Fiscal 2012, we established a Chinese joint venture, Sinotrak, and hold a 49% ownership interest in this variable interest entity (the “VIE”). Sinotrak has been included in our Condensed Consolidated Financial Statements, as we have determined that we are the primary beneficiary of the VIE, given our significant influence over day to day operations, among other factors. To date, the activities of Sinotrak have been limited primarily to initial cash contributions from both joint venture parties and costs associated with Sinotrak’s formation. The equity interests of the noncontrolling party, totaling $0.7 million as of December 31, 2014, are reported as a noncontrolling interest in our Condensed Consolidated Balance Sheets. The noncontrolling party’s share of the expenses for the three and nine months ended December 31, 2014 and 2013, are included in “Net loss attributable to noncontrolling interest” on our Condensed Consolidated Statements of Operations.

Note 2. Net Loss Per Share

Following is a reconciliation of the shares used for the basic loss per share (“EPS”) and diluted EPS calculations (in thousands, except footnote reference):

	Three Months Ended December 31,		Nine Months Ended December 31,
	2014	2013	2014	2013
Basic EPS:
Weighted average number of shares of common stock outstanding and vested deferred stock units (“DSUs”) (1)	13,516	12,181	12,875	12,116
Diluted EPS:
Effect of dilutive stock options and unvested DSUs	—	—	—	—
	13,516	12,181	12,875	12,116
Total outstanding options not included in diluted EPS as they would be antidilutive	2,882	2,917	2,882	2,917
Performance and market-based grants not included in diluted EPS	1	160	1	160

(1) Includes 178,703 and 184,458 vested cumulative DSUs, respectively, for the three months ended December 31, 2014 and 2013 and 176,701 and 177,648 vested cumulative DSUs, respectively, for the nine months ended December 31, 2014 and 2013 that will not be issued until the directors holding the DSUs retire from our Board of Directors.

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Note 3.Discontinued Operations

During the fourth quarter of Fiscal 2014, we initiated our plan to sell our PPT^® business, which has been a longstanding legacy business of Rentrak and a significant component of the Home Entertainment operating division. Had we decided to retain the line, for the three months ended December 31, 2014 and 2013, it would have represented 21.8% and 38.3%, respectively, of our total revenue, and for the nine months ended December 31, 2014 and 2013, it would have represented 23.9% and 39.9%, respectively, of our total revenue. Our PPT^® business has been in a state of decline due to the decline of physical DVD rentals from retail stores. This strategic decision to sell PPT^® will enable us to focus more fully on the growth of our media measurement business and advanced consumer targeting business. Accordingly, we have restated our financial results, and the PPT^® business is reported as discontinued operations for all periods presented.

Operating results from discontinued operations are included in the Condensed Consolidated Statements of Operations as follows (dollars in thousands):

	Three Months Ended December 31,				Nine Months Ended December 31,
	2014		2013		2014		2013
Revenue	$	7,479	$	12,092	$	23,384	$	35,884
Income from operations	$	562	$	1,147	$	1,688	$	3,842
Other expense	—		—		37		—
Income before income taxes	562		1,147		1,651		3,842
Income tax provision	230		482		663		1,614
Income from discontinued operations, net of income taxes	$	332	$	665	$	988	$	2,228

As of December 31, 2014 and March 31, 2014, assets and liabilities relating to discontinued operations are as follows (dollars in thousands):

	December 31, 2014		March 31, 2014
Accounts receivable, net of allowances of $178 and $218	$	3,812	$	5,015
Other current assets	188		167
Property, plant and equipment, net of accumulated depreciation of $931 and $1,086	120		261
Total assets held for sale	$	4,120	$	5,443
Accounts payable	$	3,600	$	3,009
Accrued liabilities	—		1
Accrued compensation	563		848
Total liabilities held for sale	$	4,163	$	3,858

On February 3, 2015, we finalized our sale of the PPT^® business. See additional information in Note 11.

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Note 4.Stock-Based Compensation

The following table summarizes our stock based grants:

	Three Months Ended		Nine Months Ended
	December 31, 2014		December 31, 2014
Option grant:
Shares granted from 2011 Incentive Plan to non-executive director	—		5,267
Fair market value per share on date of grant	$	—	$	46.92
Expiration period, in years			10
Vesting period, in years			1
Compensation information related to option granted in period(1) (in thousands):
Total valuation, recognized over vesting period	$	—	$	100
Total expected expense to be recognized in Fiscal 2015	$	—	$	64
Expense recognized as a component of operating expenses	$	27	$	36
Restricted Stock (“RSU”) grants:
Units granted from 2011 Incentive Plan	68,522		598,052
Vesting period, in years - high	10		10
Vesting period, in years - low	5		1
Compensation information related to RSUs granted in period (in thousands):
Total fair market value, recognized over vesting period	$	5,553	$	31,614
Total expected expense to be recognized in Fiscal 2015	$	233	$	2,858
Expense recognized as a component of operating expenses	$	52	$	1,799
Expense capitalized in property and equipment, net (2)	$	3	$	81
RSUs vesting in period:	21,025		108,293
Shares withheld in payment for taxes associated with vested RSUs	7,991		49,196
DSU grants:
Units granted from 2011 Incentive Plan to non-executive directors	—		14,917
Vesting period, in years			1
Compensation information related to DSUs granted in period (in thousands):
Total fair market value, recognized over vesting period			$	700
Total expected expense to be recognized in Fiscal 2015			$	445
Expense recognized as a component of operating expenses	$	191	$	255
DSUs converted to common shares in period	—		30,581

(1) Compensation amounts based on Black-Scholes valuation.

(2) Amounts capitalized in accordance with our policies related to Capitalized software as described in Note 2 of Notes to Consolidated Financial Statements in the Form 10-K.

Note 5. Fair Value Disclosures

We use a three-tier fair value hierarchy, which prioritizes the inputs used in measuring the fair value of our financial assets and liabilities as follows:

• Level 1 – quoted prices in active markets for identical securities;

• Level 2 – quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose significant inputs are observable; and

• Level 3 – significant unobservable inputs, including our own assumptions in determining fair value.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

8

Following are the disclosures related to our financial assets that are measured at fair value on a recurring basis (dollars in thousands):

	December 31, 2014			March 31, 2014
	Fair Value		Input Level	Fair Value		Input Level
Available-for-sale marketable securities
Fixed-income securities	$	79,011	Level 1	$	16,868	Level 1

The fair value of our “available-for-sale” marketable securities is determined based on quoted market prices for identical securities on a quarterly basis. There were no changes to our valuation methodologies during the first nine months of Fiscal 2015.

Our acquisition of iTVX in August 2013 includes contingent consideration which, if earned, will be paid in January 2016, and is based on future revenue achieved after the completion of approximately 2 years. The range of the undiscounted amounts we could pay under the contingent consideration arrangement is between $0.5 million and $7.0 million. The fair value of the contingent consideration as of the acquisition date was $2.0 million. The contingent consideration payment will be paid in the form of cash (25% of the total contingent consideration) and shares of our common stock (75% of the total contingent consideration).

We estimated the fair value of the contingent consideration using a beta probability distribution approach. Acquisition related contingent consideration liabilities are classified as Level 3 liabilities because we use unobservable inputs to value them, reflecting our assessment of the assumptions market participants would use to value these liabilities. Changes in the fair value of contingent consideration arrangements are recorded as income or expense in our Condensed Consolidated Statements of Operations. In the three and nine month periods ended December 31, 2014, the fair value of the estimated contingent consideration arrangement, as well as the related expense, increased by $0.9 million and $1.0 million, respectively. The increase was a result of an increase in the value of our common stock price and has been included in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. The common stock portion of the contingent consideration arrangement has a fixed price of $21.795 per share, and any fluctuation in our common stock price above or below this amount will affect the fair value of the payment and our results of operations. The fair value of the estimated contingent consideration as of December 31, 2014, was $5.7 million and is included in accrued compensation, long-term in our Condensed Consolidated Balance Sheets. There were no changes to our valuation techniques during the first nine months of Fiscal 2015.

Marketable securities, all of which were classified as “available-for-sale” at December 31, 2014 and March 31, 2014, consisted of the following (dollars in thousands):

	December 31, 2014			March 31, 2014
Available-for-sale marketable securities
Amortized cost	$	79,164		$	16,868
Gross unrecognized holding losses	(153		)	—
Fair value	$	79,011		$	16,868

Note 6.Acquisition of Kantar Media’s U.S. Based Television Measurement Assets

On December 1, 2014, we acquired the U.S. television measurement business of WPP’s Kantar business unit (a unit of Competitive Media Reporting, LLC, an affiliate of WPP plc (“WPP”)). The agreement consists of customer contracts and relationships in the U.S. television measurement market related to television tuning analytics utilizing return path data (the “RPD Business”). The RPD Business is reported as a component of TV Everywhere^™, expands our product and service offerings and provides us with a platform from which we can pursue new business opportunities.

The purchase price for the RPD Business consisted of $0.2 million cash and 1,526,790 shares of unregistered common stock with a fair market value of $114.1 million. We also entered into a Transition Services Agreement that provides certain services to us on a transitional basis.

The purchase consideration was allocated based on the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. The excess of the purchase price over the estimated fair value of the tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. In performing our purchase price allocation, we considered, among other factors, our intention for future use of the acquired assets, analysis of historical financial performance and estimates of future performance of the RPD Business. The fair value of the intangible assets was calculated primarily using an income approach with estimates

9

and assumptions provided by management. The rates utilized to discount net cash flows to their present values were based on a range of discount rates of 13.5% to 15.6%.

On October 8, 2014, we also entered into a stock purchase agreement with WPP Luxembourg Gamma Three S.à r.l., an affiliate of WPP . Pursuant to this agreement, on December 1, 2014, in connection with the closing of the acquisition of the RPD Business, we issued 943,834 shares of unregistered common stock in exchange for $55.8 million in cash. As of the date of issuance, the difference between the fair market value of the shares issued and the cash received was $20.3 million and has been recorded as additional purchase consideration and allocated to goodwill.

The assets purchased and liabilities assumed of the RPD business have been reflected in our Condensed Consolidated Balance Sheet as of December 31, 2014, and the results of operations of the RPD business are included in our Condensed Consolidated Statement of Operations since the closing date of the acquisition. We are in the process of finalizing the purchase accounting related to the acquisition, including goodwill and other intangible assets; thus, the estimated amounts presented herein are subject to change. The preliminary allocation of the purchase price is as follows (dollars in thousands):

				Useful Life
Accounts receivable	$	821		—
Goodwill	129,406			Indefinite
Other intangible assets:
Customer relationships	5,000			10 years
	135,227
Accounts Payable	(543		)	—
Deferred revenue	(71		)	—
	(614		)
	$	134,613

Goodwill of $129.4 million was recorded as a result of consideration paid in excess of the fair value of the net tangible and intangible assets acquired and liabilities assumed, which resulted from the expected future strategic position by eliminating a competitor in the market and anticipated future synergies. Goodwill is not amortized, and will be evaluated annually for potential impairment. In the U.S. goodwill is deductible for income tax purposes.

For the three months ended December 31, 2014, we included $0.8 million in revenue and $0.5 million in net losses related to the RPD Business since the acquisition date. For the three and nine months ended December 31, 2014, we incurred $0.7 million and $1.0 million of acquisition and transition costs, respectively, and for the three months ended December 31, 2014, we incurred amortization expense of $42,000 relating to the intangible assets acquired. These costs are included in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations.

Unaudited preliminary pro forma results of operations as if the RPD Business had been acquired as of April 1, 2013, were as follows (in thousands, except for per share amounts):

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2014			2013			2014			2013
Total revenue	$	28,322		$	21,195		$	80,253		$	59,077
Net loss attributable to Rentrak Corporation	(1,868		)	(1		)	(1,952		)	(982		)
Basic earnings per share	(0.12		)	—			(0.13		)	(0.07		)
Diluted earnings per share	(0.12		)	—			(0.12		)	(0.07		)

This pro forma information is still in the process of finalization; thus, the estimated amounts presented herein are subject to change.

The Company also entered into agreements with GroupM and The Kantar Group, which are related WPP entities, to provide ongoing TV Essentials^® and OnDemand Essentials^® services. We have evaluated the terms and economic benefits of these agreements and have concluded these are not part of the consideration transferred for the RPD Business. As such, we have accounted for these separately from the business combination and in accordance with our revenue recognition policies. Overall,

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we believe this acquisition and the additional agreements give us better scale to rapidly innovate our products and services in the U.S., and we expect the agreements to produce multiple long-term revenue streams as a result of the company’s expanded relationship with GroupM and WPP.

Note 7. Goodwill and Other Intangible Assets

Goodwill

The roll-forward of our goodwill was as follows (dollars in thousands):

	Nine Months Ended December 31, 2014
Beginning balance	$	7,034
Acquisition of RPD Business	129,406
Currency translation	(313		)
Ending balance	$	136,127

	Year Ended March 31, 2014
Beginning balance	$	4,998
Acquisition of iTVX	1,888
Currency translation	148
Ending balance	$	7,034

Other Intangible Assets

Other intangible assets and the related accumulated amortization were as follows (dollars in thousands):

	Amortization Period	December 31, 2014			March 31, 2014
Customer relationships	6 to 10 years	$	12,530		$	7,941
Accumulated amortization		(3,750		)	(3,251		)
		8,780			4,690
Trade names	2 to 3 years	75			75
Accumulated amortization		(67		)	(58		)
		8			17
Existing technology	4 years	334			334
Accumulated amortization		(158		)	(108		)
		176			226
Patents	20 years	503			419
Accumulated amortization		(46		)	(29		)
		457			390
Order backlog	1 year	2			2
Accumulated amortization		(2		)	(1		)
		—			1
Global customer relationships	Indefinite	7,400			7,400
Total		$	16,821		$	12,724

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Amortization expense and currency translation were as follows (dollars in thousands):

	Nine Months Ended December 31,
	2014			2013
Customer relationships	$	736		$	649
Trade names	9			5
Existing technology	50			25
Patents	17			12
Order backlog	1			1
Currency translation	(237		)	142
	$	576		$	834

Expected amortization expense is as follows over the next five years and thereafter (dollars in thousands):

Fiscal	Customer Relationships		Trade names		Existing Technology		Patents
Remainder of Fiscal 2015	$	363	$	3	$	17	$	6
2016	1,452		5		67		25
2017	1,452		—		67		25
2018	1,338		—		25		25
2019	869		—		—		25
Thereafter	3,306		—		—		351
	$	8,780	$	8	$	176	$	457

Note 8. Income Taxes

Our effective tax rates are determined by excluding certain jurisdictions with net losses. Our tax provision for the first nine months of Fiscal 2015 was 18.5% due to the effect of allocations to discontinued operations. Without these allocations, the provision would have been substantially lower due to the offset of both net operating losses and the valuation allowance on deferred taxes.

Our effective tax rate for the first nine months of Fiscal 2014 was a benefit of 31.2%, in part due to allocation to discontinued operations previously described as well as the reduction of our valuation allowance due to the acquisition of deferred tax liabilities as part of our acquisition of iTVX in August 2013.

Note 9. New Accounting Guidance

ASU 2014-09

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes nearly all existing revenue recognition guidance under US GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We are evaluating our existing revenue recognition policies to determine whether any contracts in the scope of the guidance will be affected by the new requirements. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods therein.

ASU 2014-08

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment” (“ASU 2014-08”). ASU 2014-08 amends the guidance related to reporting for discontinued operations. The amended guidance requires the assets and liabilities of a disposal group be separately presented in the asset and liability sections, respectively, of the statement of financial position. ASU 2014-08 is effective for annual and interim periods for fiscal years beginning after December 15, 2014, and early adoption is permitted. We adopted the provisions of ASU 2014-08 effective as of March 31, 2014, and our adoption did not have a material impact on our financial position, results of operations or cash flows.

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Note 10. Line of Credit

On December 1, 2014, we renewed our $15.0 million revolving line of credit, extending the maturity to February 1, 2017. Interest accrues on outstanding balances under the line of credit at a rate equal to LIBOR plus 2.0 percent and will be adjusted on a quarterly basis, beginning as of March 31, 2015, based on agreed upon criteria. The maximum interest rate that can be charged is LIBOR plus 2.0 percent and the minimum rate is LIBOR plus 1.5 percent. Fees on the unused portion of the line are accrued at 0.15 percent per annum, and will also be adjusted on a quarterly basis. The maximum fee on the unused portion of the line is 0.25 percent per annum and the minimum rate is 0.10 percent per annum. The agreement provides for letters of credit to be issued, provided that at any time the amount of outstanding letters of credit shall not exceed $1.0 million. The letters of credit are reserved under the line of credit and will reduce the amount available for borrowing. At December 31, 2014, issued and outstanding letters of credit of $0.3 million were reserved against the line of credit, and we had no outstanding borrowings under the agreement. The credit line is secured by substantially all of our assets and includes certain liquidity, asset and financial covenants. As of December 31, 2014, we were in compliance with those covenants.

Note 11. Subsequent Events

We have considered all events that have occurred subsequent to December 31, 2014 and through the date of this filing and, except as set forth below, determined that no additional disclosure is required.

On February 3, 2015, we completed the sale of the PPT^® business to Vobile, the worldwide leader in video and audio content protection, measurement and monetization services, for a total purchase price of $7.0 million. We will receive $1.0 million in cash, a $1.0 million note due in six months and Vobile preferred stock with a $5.0 million liquidation preference.

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

Forward-Looking Statements

Certain information included in this Quarterly Report on Form 10-Q constitute forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements may be identified by the use of forward-looking words such as “could,” “should,” “plan,” “depends on,” “predict,” “believe,” “potential,” “may,” “will,” “expects,” “intends,” “anticipate,” “estimates” or “continues” or the negative thereof or variations thereon or comparable terminology. Forward-looking statements in this Quarterly Report on Form 10-Q include, in particular, statements regarding:

• the future growth prospects for our business as a whole and individual business lines in particular, including adding new clients, adjusting rates and increasing business activity, and using funds in our foreign bank accounts to fund our international expansion and growth;

• increases in our costs over the next twelve months;

• future acquisitions or investments;

• our plans or requirements to hold or sell our marketable securities, including shares of our unregistered common stock;

• our relationships with our customers and suppliers;

• our ability to attract new customers;

• market response to our products and services;

• increased spending on property and equipment in Fiscal 2015 for the capitalization of internally developed software, computer equipment and other purposes;

• expected amortization of our deferred rent; and

• the sufficiency of our available sources of liquidity to fund our current operations, the continued current development of our business information services and other cash requirements through at least December 31, 2015

These forward-looking statements involve known and unknown risks and uncertainties that may cause our results to be materially different from results implied by such forward-looking statements. These risks and uncertainties include, in no particular order, whether we will be able to:

• successfully develop, expand and/or market new services to new and existing customers, including our media measurement services, in order to increase revenue and/or create new revenue streams;

• timely acquire and integrate into our systems various third party databases;

• compete with companies that may have financial, marketing, sales, technical or other advantages over us;

• successfully deal with our data providers, who are much larger than us and have significant financial leverage over us;

• successfully manage the impact on our business of the economic environment generally, both domestic and international, and in the markets in which we operate, including the financial condition of any of our suppliers or customers or the impact of the economic environment on our suppliers’ or customers’ ability to continue their services with us and/or fulfill their payment obligations to us;

• effectively respond to rapidly changing technology and consumer demand for entertainment content in various media formats;

• manage and/or offset any cost increases;

• add new clients, retain existing clients or adjust rates for our services;

• adapt to government restrictions;

• leverage our investments in our systems and generate revenue and earnings streams that contribute to our overall success;

• enhance and expand the services we provide in our foreign locations and enter into additional foreign locations; and

• successfully integrate business acquisitions or other investments in other companies, products or technologies into our operations and use those acquisitions or investments to enhance our technical capabilities, expand our operations into new markets or otherwise grow our business.

Please refer to Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014 (“Fiscal 2014”) as filed with the SEC on June 6, 2014 for a discussion of reasons why our actual results may differ materially from our forward-looking statements. Please refer to Item 1A. in this Quarterly Report on Form 10-Q for additional information regarding our Risk Factors. Although we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, even if our expectations change.

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Business Overview

We are a global media measurement and information company serving the entertainment, television, video and advertising industries. Our Software as a Service (“SaaS”) technology merges television viewership information from over 100 million TVs and devices with consumer behavior and purchase information (“Advanced Demographics”) across multiple platforms, devices and distribution channels. We also measure box office results from more than 125,000 movie screens in 36 countries throughout the world. We process and aggregate hundreds of billions of data transactions from multiple screens wherever entertainment content is viewed, whether at the box office, on a television screen, over the internet or on a smart phone or other portable device. Rentrak measures live TV, recorded TV (“DVR”) and Video-On-Demand (“VOD”), whether the content is free, purchased, rented, recorded, downloaded or streamed from multiple channels. These massive content databases provide stable and granular viewership information across every screen (“multiscreen”) and are anonymously matched with third-party consumer segmentation and purchase databases using privacy compliant methodologies. By linking multiscreen viewership information with information about the products viewers consume and prefer, we provide our clients, such as content producers, distributors, advertisers and advertising agencies, with the knowledge necessary to more effectively manage their businesses, program and market their networks and more precisely target and sell their advertising inventory. The benefits to the advertising community are improvements in profitability by effectively targeting specific TV shows against the demographics of the products viewers buy, the cars viewers drive and how viewers are likely to vote in elections. The benefits to the movie industry and video (TV) content owners are that they can manage their businesses in real time or near real time and also improve their profitability. Additionally, certain clients use our databases to populate programmatic buying systems. These systems automate the buying process and introduce efficiencies for both advertising agencies and their clients.

Previously, we had two operating divisions within our corporate structure and we reported certain financial information by individual segment under this structure. Those two operating divisions were our Advanced Media and Information (“AMI”) operating division, which included our media measurement services, and our Home Entertainment operating division, which included our distribution services as well as services that measured, aggregated and reported consumer rental activity on film product from traditional “brick and mortar,” online and kiosk retailers.

During the fourth quarter of Fiscal 2014, we initiated our plan to sell our Pay Per Transaction^® (“PPT^®”) business. Accordingly, we have restated our financial results and the PPT^® business is reported as discontinued operations for all periods presented. On February 3, 2015, we finalized our sale of the PPT^® business. See additional information in Note 11 of the Notes to the Condensed Consolidated Financial Statements.

In December 2014, we acquired the U.S. television measurement business related to television tuning analytics utilizing return path data (the “RPD Business”) of WPP’s Kantar business unit. We also entered into agreements with GroupM and The Kantar Group, which are related WPP entities. Under the agreements, Rentrak will integrate its national and local TV measurement with a number of Kantar’s U.S.-based services that focus on digital media, advertising expenditure and purchase data. The integration will provide advertisers, agencies, TV networks, multichannel video program distributors (“MVPDs”) and local television stations throughout the U.S. with even more powerful tools to understand consumers’ purchasing habits and the ability to link TV viewing habits with purchase and other behavior in the United States. We believe these transactions give us better scale to rapidly innovate our products and services in the U.S., and we expect the agreements to produce multiple long-term revenue streams as a result of the company’s expanded relationship with GroupM and WPP. See Note 6 of Notes to Condensed Consolidated Financial Statements.

Our media measurement services are primarily delivered through scalable, SaaS products within our Entertainment Essentials^™ lines of business. These syndicated big data services, offered primarily on a recurring subscription basis, provide consumer viewership information integrated with consumer segmentation and purchase behavior databases. We provide film studios, television networks and local stations, cable, satellite and telecommunications company (“telco”) operators, advertisers and advertising agencies unique insights into consumer viewing and purchasing patterns through our comprehensive and expansive information on local, national, VOD and “Over the Top” television performance and worldwide box office results. Our movie measurement business is a global business measuring more than 95% of the ticket sales globally in real or near real time, allowing for decisions to be made to market to, promote and manage the industry for maximum profitability.

Our Products and Services

We provide media measurement business intelligence services across multiple screens and platforms delivered as SaaS. These services, offered primarily on a recurring subscription basis, are distributed to clients through patented software systems and business processes into two broad areas within the entertainment industry, which we refer to as TV Everywhere^™ and Movies Everywhere^™. Our systems capture total television audience information by providing the largest coverage from multiple screens and providers and merge that information with Advanced Demographics and information relating to actual consumer purchase behavior.

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Typical customers utilizing our services include content producers, studios, distributors, national networks, local stations, satellite and cable operators, agencies, and a wide spectrum of advertisers, ranging from traditional consumer brands to various political groups. We also provide many of our clients tailored research and analytical solutions unique to their needs and specifications.

Our most significant lines of business, which we refer to as Entertainment Essentials^™ services, are:

• TV Everywhere^™, which includes TV Essentials^® and StationView Essentials^™;

• Movies Everywhere^™, which includes domestic and international Box Office Essentials^®, PostTrak^® and PreAct^™;

• OnDemand Everywhere^®, which includes OnDemand Essentials^® and “Over the Top” measurement products and related products; and

• Other services, which includes our Studio Direct Revenue Sharing (“DRS”) and other products relating to content in the home video rental industry.

As noted above, in December 2014, we acquired the U.S. television measurement business related to television tuning analytics utilizing return path data (the “RPD Business”) of WPP’s Kantar business unit (see Note 6 of Notes to Condensed Consolidated Financial Statements). The financial results of the RPD Business, from the date of acquisition, are included within our TV Everywhere^™ line of business. Acquisition costs are included in selling, general & administrative expenses on our Condensed Consolidated Statements of Operations for the three and nine month periods ended December 31, 2014.

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Results of Operations

Our results are as follows (dollars in thousands):

	Three Months Ended December 31,(1)										Nine Months Ended December 31, (1)
	2014					2013					2014					2013
	Dollars			% of revenue		Dollars			% of revenue		Dollars			% of revenue		Dollars			% of revenue
Revenue	$	26,874		100.0	%	$	19,517		100.0	%	$	74,459		100.0	%	$	54,042		100.0	%
Cost of revenue(2)	9,538			35.5		6,820			34.9		25,182			33.8		19,938			36.9
Gross margin	17,336			64.5		12,697			65.1		49,277			66.2		34,104			63.1
Operating expenses:
Selling, general and administrative(2)(3)	16,383			61.0		12,274			62.9		43,761			58.8		34,460			63.8
Research, technology and innovation(2)(3)	3,308			12.3		2,265			11.6		9,645			13.0		6,256			11.6
Total operating expenses	19,691			73.3		14,539			74.5		53,406			71.7		40,716			75.3
Loss from continuing operations	(2,355		)	(8.8	)	(1,842		)	(9.4	)	(4,129		)	(5.5	)	(6,612		)	(12.2	)
Other income, net	82			0.3		53			0.3		122			0.2		144			0.3
Loss from continuing operations before income taxes	(2,273		)	(8.5	)	(1,789		)	(9.2	)	(4,007		)	(5.4	)	(6,468		)	(12.0	)
Provision (benefit) for income taxes	377			1.4		(758		)	(3.9	)	743			1.0		(2,020		)	(3.7	)
Loss from continuing operations, net of income taxes	(2,650		)	(9.9	)	(1,031		)	(5.3	)	(4,750		)	(6.4	)	(4,448		)	(8.2	)
Income from discontinued operations, net of income taxes(2)(3)	332			1.2		665			3.4		988			1.3		2,228			4.1
Net loss	(2,318		)	(8.6	)	(366		)	(1.9	)	(3,762		)	(5.1	)	(2,220		)	(4.1	)
Net loss attributable to noncontrolling interest	(31		)	(0.1	)	(23		)	(0.1	)	(135		)	(0.2	)	(52		)	(0.1	)
Net loss attributable to Rentrak Corporation	$	(2,287	)	(8.5	)%	$	(343	)	(1.8	)%	$	(3,627	)	(4.9	)%	$	(2,168	)	(4.0	)%
(1) Percentages may not sum due to rounding. All prior periods presented have been restated as a result of reporting our PPT® business as discontinued operations. See Note 3 of Notes to Condensed Consolidated Financial Statements.
(2) Depreciation and amortization expense is included in the line items above as follows:
Cost of revenue	$	1,062				$	784				$	2,936				$	2,363
Selling, general and administrative	617					529					1,733					1,486
Research, technology and innovation	287					189					697					477
Net income from discontinued operations	20					41					98					123
	$	1,986				$	1,543				$	5,464				$	4,449
(3) Stock-based compensation expense is included in the line items above as follows:
Selling, general and administrative	$	1,892				$	1,235				$	5,180				$	3,483
iTVX contingent consideration	900					300					1,000					1,100
Research, technology and innovation	246					202					720					499
	3,038					1,737					6,900					5,082
Net income from discontinued operations	103					105					309					294
	$	3,141				$	1,842				$	7,209				$	5,376

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Revenue

Revenue increased $7.4 million, or 37.7%, to $26.9 million in the third quarter of Fiscal 2015 compared to $19.5 million in the third quarter of Fiscal 2014. Revenue increased $20.4 million, or 37.8%, to $74.5 million in the nine month period ended December 31, 2014 compared to $54.0 million in the nine month period ended December 31, 2013. These fluctuations are described in more detail below.

Revenue information is as follows (dollars in thousands):

	Three Months Ended December 31,				Dollar Change			% Change
	2014		2013
TV Everywhere™	$	14,792	$	8,399	$	6,393		76.1%
Movies Everywhere™	7,425		6,743		682			10.1%
OnDemand Everywhere®	3,732		3,112		620			19.9%
Other services	925		1,263		(338		)	(26.8)%
	$	26,874	$	19,517	$	7,357		37.7%
	Nine Months Ended December 31,				Dollar Change			% Change
	2014		2013
TV Everywhere™	$	38,618	$	21,311	$	17,307		81.2%
Movies Everywhere™	22,191		19,548		2,643			13.5%
OnDemand Everywhere®	10,321		9,585		736			7.7%
Other services	3,329		3,598		(269		)	(7.5)%
	$	74,459	$	54,042	$	20,417		37.8%

The increases in TV Everywhere^™ revenue in the Fiscal 2015 periods were primarily due to the addition of new clients, including GroupM and The Kantar Group, sales of new services, custom data reports and rate increases for existing clients. Additionally, we have added $0.8 million relating to the acquisition of the RPD Business. See Note 6 of Notes to Condensed Consolidated Financial Statements.

The increases in Movies Everywhere^™ revenue in the Fiscal 2015 periods were primarily due to rate increases for existing clients, sales of new services and the addition of new clients. We also experienced currency rate fluctuations in the quarter, especially in Europe. If we held foreign exchange rates constant with the exchanges rates of Fiscal 2014, growth for Movies Everywhere^™ would have been 12.3% and 13.9% for the three and nine months ending December 31, 2014 respectively.

The increases in OnDemand Everywhere^® revenue in Fiscal 2015 periods were primarily due to the additional of new clients as well as rate increases for existing clients.

Other services primarily includes DRS revenue and measurement services relating to physical content in the home video rental industry. The decreases in revenue in the Fiscal 2015 periods were primarily due to reduced services from a DRS client as well as a decrease in home video rental transactions.

Cost of Revenue and Gross Margin

Cost of revenue includes direct costs relating to our Entertainment Essentials^™ services, and consists of costs associated with the operation of a call center for our Movies Everywhere^™ services, as well as costs associated with amortizing capitalized, internally developed software used to provide the corresponding services and direct costs incurred to obtain and process data and maintain our systems.

Cost of revenue increased $2.7 million, or 39.9%, to $9.5 million in the third quarter of Fiscal 2015 compared to $6.8 million in the third quarter of Fiscal 2014. Cost of revenue increased $5.2 million, or 26.3%, to $25.2 million in the first nine months of Fiscal 2015 compared to $19.9 million in the first nine months of Fiscal 2014.

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Cost of revenue information is as follows (dollars in thousands):

	Three Months Ended December 31,				Dollar Change		% Change
	2014		2013
Costs related to:
Amortization of internally developed software	$	1,061	$	785	$	276	35.2%
Call center operation	1,412		1,327		85		6.4%
Obtaining and processing data	7,065		4,708		2,357		50.1%
	$	9,538	$	6,820	$	2,718	39.9%
	Nine Months Ended December 31,				Dollar Change		% Change
	2014		2013
Costs related to:
Amortization of internally developed software	$	2,935	$	2,364	$	571	24.2%
Call center operation	4,294		4,062		232		5.7%
Obtaining and processing data	17,953		13,512		4,441		32.9%
	$	25,182	$	19,938	$	5,244	26.3%

The increases in cost of revenue in the Fiscal 2015 periods compared to the same periods of Fiscal 2014 resulted primarily from expanding household coverage with existing data supplier agreements, and the addition of new data supplier agreements. The increases also reflect the costs associated with our acquisition of the RPD Business as described above.

Gross margin as a percentage of revenue was as follows:

	Three Months Ended December 31,		Nine Months Ended December 31,
	2014	2013	2014	2013
Gross margin	64.5%	65.1%	66.2%	63.1%

The costs associated with our existing data supplier agreements are largely fixed. This, coupled with the increases in revenue noted above, resulted in improvements in gross margin in the nine month period ended December 31, 2014 as compared to the same period of Fiscal 2014. The decrease in gross margin in the three month period ended December 31, 2014 as compared to the prior year reflects the costs associated with our acquisition of the RPD Business as well as the addition of new data supplier agreements.

Operating Expenses

Operating expenses consist primarily of compensation and benefits, information technology, development, innovation and analytics, marketing and advertising costs, legal and professional fees, communications costs, depreciation and amortization of tangible and intangible assets and software, real and personal property leases, as well as other general corporate expenses.

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Operating expense information is as follows (dollars in thousands):

	Three Months Ended December 31,				Dollar Change			% Change
Operating expenses	2014		2013
Entertainment Essentials™	$	10,214	$	8,615	$	1,599		18.6%
Research, technology and innovation	3,308		2,265		1,043			46.0%
Stock-based compensation costs for iTVX	900		300		600			200.0%
Acquisition & reorganization related costs	974		24		950			nm
Corporate	4,295		3,335		960			28.8%
	$	19,691	$	14,539	$	5,152		35.4%
	Nine Months Ended December 31,				Dollar Change			% Change
Operating expenses	2014		2013
Entertainment Essentials™	$	29,676	$	24,046	$	5,630		23.4%
Research, technology and innovation	9,645		6,256		3,389			54.2%
Stock-based compensation costs for iTVX	1,000		1,100		(100		)	(9.1)%
Acquisition and reorganization related costs	1,290		214		1,076			nm
Corporate	11,795		9,100		2,695			29.6%
	$	53,406	$	40,716	$	12,690		31.2%

Entertainment Essentials^™ 

The increases in operating expenses for our Entertainment Essentials^™ services groups in the Fiscal 2015 periods compared to the same periods of Fiscal 2014 were primarily due to increased headcount in our sales and client services groups, as well as operating costs relating to iTVX, which was acquired in August 2013, and the RPD Business acquired in December 2014.

Our long-term strategic plan is heavily focused on the development, growth and expansion of our Entertainment Essentials^™ services, both domestically and internationally, and we consider these expenses to be investments which will help us leverage our growth longer term.

Research, Technology and Innovation

We are making significant investments in our systems which support our existing service lines, as well as products which are in the planning phases. We continue to add new data providers, integrate various third-party segmentation databases with our data and build our analytic capabilities. The increases in these costs relate to additional headcount, as well as increased costs relating to our systems. Additionally, we are incurring costs associated with our Media Rating Council (“MRC”) accreditation process. These expenditures will likely increase our costs over the next twelve months. We believe we will be able to leverage these investments and generate revenue and earnings streams that will contribute to our overall success.

Stock-based compensation costs for iTVX

Our acquisition of iTVX in August 2013 included contingent consideration, which, if earned, will be paid in January 2016. Changes in the fair value of contingent consideration arrangements are recorded as income or expense in our Condensed Consolidated Statements of Operations. For the three and nine month periods ended December 31, 2014, the fair value of the estimated contingent consideration arrangement increased by $0.9 million and $1.0 million, respectively, compared to the fair value as of March 31, 2014. The increases were a result of an increase in the value of our common stock price. The common stock portion of the contingent consideration arrangement has a fixed price of $21.795 per share, and any fluctuation in our common stock price above or below this amount will affect the fair value of the payment and our results of operations.

Acquisition and Reorganization Costs

The acquisition costs in the three and nine month periods ended December 31, 2014, include costs relating to acquiring the RPD business, such as legal and other professional services, as well as transition services. In connection with this acquisition, we also reorganized and consolidated certain functions within our TV Everywhere^™ line of business and incurred severance costs relating to consolidating and eliminating certain positions.

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Corporate

The increases in Corporate expenses in the Fiscal 2015 periods compared to the same periods of Fiscal 2014 were primarily due to increases in stock-based compensation and higher bonus accruals.

Income Taxes

Our effective tax rates are determined by excluding certain jurisdictions with net losses. Our tax provision for the first nine months of Fiscal 2015 was 18.5% due to the effect of intraperiod allocations to discontinued operations. Without this allocation, the provision would have been substantially offset by net operating losses and the valuation allowance on deferred taxes.

As a result of our acquisition of the RPD Business, we expect our tax provision will increase by $875,000 each quarter due to the increase in our deferred tax liabilities for indefinite-lived assets. We expect this will continue until the company determines a valuation allowance against our net deferred tax assets is no longer required. This determination occurs when it is more likely than not that we will be able to realize our deferred tax assets, typically when profits are generated on a cumulative basis in future periods.

Our effective tax rate for the first nine months of Fiscal 2014 was a benefit of 31.2%, in part due to allocation to discontinued operations previously described as well as the reduction of our valuation allowance due to the acquisition of deferred tax liabilities as part of our acquisition of iTVX in August 2013.

Income from Discontinued Operations, net of income taxes

Income from discontinued operations, net of income taxes, includes the results of our PPT^® line of business, and is as follows (dollars in thousands):

	Three Months Ended December 31,				Dollar Change			% Change
	2014		2013
Income from discontinued operations, net of income taxes	$	332	$	665	$	(333	)	(50.1)%
	Nine Months Ended December 31,				Dollar Change			% Change
	2014		2013
Income from discontinued operations, net of income taxes	$	988	$	2,228	$	(1,240	)	(55.7)%

The decreases in income from discontinued operations, net of income taxes, in the Fiscal 2015 periods compared to the same periods of Fiscal 2014 were primarily due to the continued decline in physical DVD rental transactions from retail stores as well as the exit of Blockbuster from the market in January 2014.

On February 3, 2015, we finalized our sale of the PPT^® business. See additional information in Note 11 of the Notes to the Condensed Consolidated Financial Statements.

.

Net Loss to Adjusted EBITDA Reconciliation

We define Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, stock-based compensation expense, acquisition costs and other expenses which we consider non-recurring in nature. We believe that Adjusted EBITDA is helpful as an indicator of the current financial performance of our company and our capacity to operationally fund capital expenditures and working capital requirements. Due to the nature of our internally developed software which supports our Essentials^® services and our use of stock-based compensation, we incur significant non-cash charges for depreciation, amortization and stock-based compensation expense that may not be indicative of our operating performance from a cash perspective. We also adjust for acquisition and non-recurring costs as we believe this provides a useful metric by which to compare performance from period to period.

Adjusted EBITDA does not represent cash flows from operations as defined by GAAP, is not derived in accordance with GAAP and should not be considered as an alternative to net loss (the most comparable GAAP financial measure to Adjusted EBITDA).

21

The table below presents a reconciliation from net loss to Adjusted EBITDA (dollars in thousands):

	Three Months Ended December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Net loss attributable to Rentrak Corporation	$	(2,287	)	$	(343	)	$	(3,627	)	$	(2,168	)
Income from discontinued operations, net of income taxes	(332		)	(665		)	(988		)	(2,228		)
Non-recurring adjustments:
Reduction in valuation allowance on deferred tax assets	—			—			—			(324		)
Recurring adjustments:
iTVX stock-based compensation	900			300			1,000			1,100
Acquisition and reorganization costs	974			24			1,290			214
Stock-based compensation from continuing operations	2,138			1,437			5,900			3,982
Income tax provision (benefit)	377			(758		)	743			(1,696		)
Investment income, net	(105		)	(53		)	(206		)	(146		)
Depreciation and amortization from continuing operations	1,966			1,502			5,366			4,326
Adjusted EBITDA	$	3,631		$	1,444		$	9,478		$	3,060

Adjusted EBITDA increased $2.2 million and $6.4 million in the three and nine months ended December 31, 2014, respectively, compared to same period of the prior year primarily due to the respective increases in revenue.

Liquidity and Capital Resources

Our sources of liquidity include our cash and cash equivalents, marketable securities, cash expected to be generated from future operations and investments and our ability to borrow on our $15.0 million line of credit. Based on our current financial projections and projected cash needs, we believe that our available sources of liquidity will be sufficient to fund our current operations, the continued current development of our business information services and other cash requirements through at least December 31,2015.

Cash and cash equivalents and marketable securities increased$63.0 million to $85.0 million at December 31, 2014 from March 31, 2014. This increase resulted primarily from $10.7 million provided by operating activities and $61.1 million related to the issuance of our common stock, partially offset by $7.7 million used for the purchase of equipment and capitalized information technology costs. Portions of our cash and cash equivalents are held in our foreign subsidiaries. In the event we repatriate these earnings, the earnings may be subject to United States federal, state and foreign income taxes. As of December 31, 2014, we had $3.4 million in foreign bank accounts which we plan to use to fund our international expansion and growth.

We had $79.0 million invested in a fixed-income security fund as of December 31, 2014. Fund values fluctuate in response to the financial condition of individual issues, general market and economic conditions and changes in interest rates. In general, when interest rates rise, security fund values fall and investors may lose principal value. While we currently have no plans or requirements to sell the securities in the foreseeable future, we are exposed to market risks and cannot predict what impact fluctuations in the market may have on the value of these funds.

Accounts receivable, net of allowances, increased $6.8 million to $19.0 million at December 31, 2014 from March 31, 2014, primarily due to the increase in revenue in the third quarter of Fiscal 2015 compared to the fourth quarter of Fiscal 2014.

During the first nine months of Fiscal 2015, we spent $7.7 million on property and equipment, including $5.8 million for the capitalization of internally developed software for our business information service offerings. We anticipate spending a total of approximately $10.3 million in Fiscal 2015 on property and equipment, of which approximately $7.5 million is for the capitalization of internally developed software, primarily for the development of systems for our Entertainment Essentials^™ lines of business. The remaining amounts include purchases of computers, servers and networking equipment.

Accrued data provider liabilities increased$5.1 million to $9.6 million at December 31, 2014 from March 31, 2014, primarily due to increased expenses incurred related to our data suppliers, the addition of new data suppliers and the timing of required payments.

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Deferred revenue and other credits increased$0.6 million to $3.3 million at December 31, 2014 from March 31, 2014, primarily due to the increase in revenue as the balance includes amounts related to quarterly and annual subscriptions for our services, as well as the current portion of our deferred rent credits.

Deferred rent of $2.5 million at December 31, 2014, which includes both the current and long-term portion, represents amounts received for qualified renovations to our corporate headquarters and our offices in New York and Portland, as well as free rent for a portion of the lease terms. The deferred rent related to qualified renovations is being amortized against rent expense over the remaining lease terms, which extend through June 30, 2023, at the rate of approximately $54,000 per quarter. The deferred rent related to free rent is also being amortized against rent expense over the remaining lease terms and is expected to be approximately $15,000 per quarter for the remainder of Fiscal 2015.

We currently have a revolving line of credit for $15.0 million that matures February 1, 2017. Interest accrues on outstanding balances under the line of credit at a rate equal to LIBOR plus 2.0 percent and will be adjusted on a quarterly basis, beginning as of March 31, 2015, based on agreed upon criteria. The maximum interest rate that can be charged is 2.0 percent and the minimum rate is 1.5 percent. Fees on the unused portion of the line are accrued at 0.15 percent per annum, and will also be adjusted on a quarterly basis. The maximum fee on the unused portion of the line is 0.25 percent per annum and the minimum rate is 0.10 percent per annum. The credit line is secured by substantially all of our assets. At December 31, 2014, issued and outstanding letters of credit of $0.3 million were reserved against the line of credit and we had no outstanding borrowings under this agreement. The agreement contains certain liquidity, asset and financial covenants and, as of December 31, 2014, we were in compliance with those covenants.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

We reaffirm the critical accounting policies and estimates as reported in our Fiscal 2014 Annual Report on Form 10-K.

New Accounting Guidance

See Note 9 of Notes to Condensed Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

There have been no material changes in our reported market risks since the filing of our Fiscal 2014 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer and our Principal Accounting Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based on that evaluation, our Chief Executive Officer, Chief Financial Officer and our Principal Accounting Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer, Chief Financial Officer and our Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1A. RISK FACTORS

Our Fiscal 2014 Annual Report on Form 10-K includes a detailed discussion of our risk factors. Other than the two risk factors set forth below, which supersede two similar risk factors previously disclosed in our Fiscal 2014 Annual Report on Form 10-K, there have been no material changes from the risk factors previously disclosed in our Fiscal 2014 Annual Report on Form 10-K. Accordingly, the information in this Form 10-Q should be read in conjunction with the risk factors and information disclosed in our Fiscal 2014 Annual Report on Form 10-K.

We may acquire or invest in other companies, products or technologies, which may be costly, dilutive to stockholders and, in the event we experience difficulties in assimilating and integrating the personnel, technologies, operating systems and products and services of acquired businesses, less beneficial than we anticipate.

As part of our business strategy, we may acquire or invest in other companies, products or technologies that complement our current product offerings, enhance our technical capabilities, expand our operations into new markets or offer other growth opportunities. Such acquisitions, including the acquisition of the U.S. television measurement business related to television tuning analytics utilizing return path data of WPP’s Kantar business unit, may be costly and potentially dilutive to existing shareholders in the event we offer capital stock as consideration in an acquisition. Acquisitions could also pose risks to our operations and operating results, including the possibilities of:

• increased costs relating to the integration of acquired businesses or technologies;

• difficulties assimilating the acquired operations, personnel, technologies or products into our company;

• loss of key personnel at an acquired business who decide not to work for us;

• diversion of management’s attention from our existing operations;

• adverse effects on relationships with our existing suppliers, customers or partners;

• a need for additional capital or debt financing to complete acquisitions; and

• the impairment of intangible assets acquired.

The described risks would be magnified as the size of an acquisition increases or if the acquisitions are in geographic or business markets in which we have little or no prior experience. As a result of these and other challenges, we may not realize any anticipated benefits from acquisitions even if we can find suitable acquisition opportunities at what we believe to be attractive valuations, which we do not assure.

We face intense competition in the markets in which we operate and those in which we are currently developing new service offerings.

Some of our competitors have extensive distribution networks, long-standing relationships with our suppliers and customers, stronger brand name recognition and significantly greater financial resources than we do. These factors may enable our competition to have increased bargaining and purchasing power relating to resources that could enable them to operate in a more cost effective manner and/or to surpass our technological advancements. This could have a material adverse effect on our ability to grow our lines of business, including growing new lines of business and expanding existing lines of business related to our expanded relationship with GroupM and WPP.

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ITEM 6. EXHIBITS

The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File Number	Exhibit	Filing Date	Filed Herewith
10.1	Credit Agreement, dated December 1, 2014 between Rentrak Corporation and Wells Fargo Bank, National Association					X
10.2	Revolving Line of Credit Note, dated December 1, 2014 between Rentrak Corporation and Wells Fargo Bank, National Association					X
10.3	Addendum to Promissory Note, dated December 1, 2014 between Rentrak Corporation and Wells Fargo Bank, National Association					X
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a).					X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a).					X
31.3	Certification of Principal Accounting Officer pursuant to Rule 13a-14(a).					X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.					X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.					X
32.3	Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350.					X
101.INS	XBRL Instance Document.					X
101.SCH	XBRL Taxonomy Extension Schema Document.					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.					X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.					X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.					X

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:	February 5, 2015	RENTRAK CORPORATION
		By:	/s/ David I. Chemerow
		David I. Chemerow Chief Operating Officer and Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this "Agreement") is entered into as of December 1, 2014, by and between RENTRAK CORPORATION, an Oregon corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

RECITALS

Borrower has requested that Bank extend or continue credit to Borrower as described below, and Bank has agreed to provide such credit to Borrower on the terms and conditions contained herein.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree as follows:

ARTICLE I

CREDIT TERMS

SECTION 1.1.    LINE OF CREDIT.

(a)    Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and including February 1, 2017, not to exceed at any time the aggregate principal amount of Fifteen Million Dollars ($15,000,000.00) ("Line of Credit"), the proceeds of which shall be used to finance Borrower’s working capital requirements. Borrower's obligation to repay advances under the Line of Credit shall be evidenced by a promissory note dated as of December 1, 2014 ("Line of Credit Note"), all terms of which are incorporated herein by this reference.

(b)    Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower to finance (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed One Million Dollars ($1,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

(c)    Borrowing and Repayment. Borrower may from time to time during the term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Line of Credit Note; provided however, that the total outstanding borrowings under the Line of Credit shall not at any time exceed the maximum principal amount available thereunder, as set forth above.

SECTION 1.2.    INTEREST/FEES.

(a)    Interest. The outstanding principal balance of each credit subject hereto shall bear interest, and the amount of each drawing paid under the Standby Letter of Credit shall bear interest from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest set forth in each promissory note or other instrument or document executed in connection therewith.

(b)    Computation and Payment. Interest shall be computed on the basis of a 360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in each promissory note or other instrument or document required hereby.

(c)    Unused Commitment Fee. Borrower shall pay to Bank a fee equal to fifteen hundredths percent (0.15%) per annum (computed on the basis of a 360-day year, actual days elapsed) on the daily unused amount of the Line of Credit (“Unused Fee”), which Unused Fee shall be calculated on a quarterly basis by Bank and shall be due and payable by Borrower in arrears within thirty (30) days after each billing is sent by Bank; provided, however that the Unused Fee shall be adjusted on a quarterly basis, commencing with Borrower’s fiscal quarter ending March 31, 2015, if required, to reflect a change in Borrower’s net income after taxes in accordance with the grid set forth below, as determined on a rolling 4-quarter basis using generally accepted account principles consistently applied and used consistently with prior practices:

Net Profit/LossUnused Fee

Net Loss of greater     25 basis points

than $5,000,000.00

Net Profit of at least $0.00 but    15 basis points

net loss less than $5,000,000.00    

Net Profit of $1.00 and greater    10 basis points

(d)    Letter of Credit Fees. Borrower shall pay to Bank fees upon the issuance of each Letter of Credit, upon the payment or negotiation of each drawing under any Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including without limitation, the transfer, amendment or cancellation of any Letter of Credit) determined in accordance with Bank's standard fees and charges then in effect for such activity.

SECTION 1.3.    COLLECTION OF PAYMENTS. Borrower authorizes Bank to collect all principal, interest and fees due under each credit subject hereto by debiting Borrower's deposit account number 4496819749 with Bank, or any other deposit account maintained by Borrower with Bank, for the full amount thereof. Should there be insufficient funds in any such deposit account to pay all such sums when due, the full amount of such deficiency shall be immediately due and payable by Borrower.

SECTION 1.4.    COLLATERAL.

As security for all indebtedness and other obligations of Borrower to Bank subject hereto, Borrower hereby grants to Bank security interests of first priority in all Borrower's accounts receivable and other rights to payment, general intangibles and equipment.

All of the foregoing shall be evidenced by and subject to the terms of such security agreements, financing statements, deeds or mortgages, and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall pay to Bank immediately upon demand the full amount of all charges, costs and expenses (to include fees paid to third parties and all allocated costs of Bank personnel), expended or incurred by Bank in connection with any of the foregoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Borrower makes the following representations and warranties to Bank, which representations and warranties shall survive the execution of this Agreement and shall continue in full force and effect until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Bank subject to this Agreement.

SECTION 2.1.    LEGAL STATUS. Borrower is a corporation, duly organized and existing and in good standing under the laws of Oregon, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could have a material adverse effect on Borrower.

SECTION 2.2.    AUTHORIZATION AND VALIDITY. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively,

the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

SECTION 2.3.    NO VIOLATION. The execution, delivery and performance by Borrower of each of the Loan Documents do not violate any provision of any law or regulation, or contravene any provision of the Articles of Incorporation or By-Laws of Borrower, or result in any breach of or default under any contract, obligation, indenture or other instrument to which Borrower is a party or by which Borrower may be bound.

SECTION 2.4.    LITIGATION. There are no pending, or to the best of Borrower's knowledge threatened, actions, claims, investigations, suits or proceedings by or before any governmental authority, arbitrator, court or administrative agency which could have a material adverse effect on the financial condition or operation of Borrower other than those disclosed by Borrower to Bank in writing prior to the date hereof.

SECTION 2.5.    CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower dated March 31, 2014, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower, (b) disclose all liabilities of Borrower that are required to be reflected or reserved against under generally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with generally accepted accounting principles consistently applied. Since the dates of such financial statements there has been no material adverse change in the financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except in favor of Bank or as otherwise permitted by Bank in writing.

SECTION 2.6.    INCOME TAX RETURNS. Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

SECTION 2.7.    NO SUBORDINATION. There is no agreement, indenture, contract or instrument to which Borrower is a party or by which Borrower may be bound that requires the subordination in right of payment of any of Borrower's obligations subject to this Agreement to any other obligation of Borrower.

SECTION 2.8.    PERMITS, FRANCHISES. Borrower possesses, and will hereafter possess, all permits, consents, approvals, franchises and licenses required and rights to all trademarks, trade names, patents, and fictitious names, if any, necessary to enable it to conduct the business in which it is now engaged in compliance with applicable law.

SECTION 2.9.    ERISA. Borrower is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended or recodified from time to time ("ERISA"); Borrower has not violated any provision of any defined employee pension benefit plan (as defined in ERISA) maintained or contributed to by Borrower (each, a "Plan"); no Reportable Event as defined in ERISA has occurred and is continuing with respect to any Plan initiated by Borrower; Borrower has met its minimum funding requirements under ERISA with respect to each Plan; and each Plan will be able to fulfill its benefit obligations as they come due in accordance with the Plan documents and under generally accepted accounting principles.

SECTION 2.10.    OTHER OBLIGATIONS. Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation.

SECTION 2.11.    ENVIRONMENTAL MATTERS. Except as disclosed by Borrower to Bank in writing prior to the date hereof, Borrower is in compliance in all material respects with all applicable federal or state environmental, hazardous waste, health and safety statutes, and any rules or regulations adopted pursuant thereto, which govern or affect any of Borrower's operations and/or properties, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as any of the same may be amended, modified or supplemented from time to time. None of the operations of Borrower is the subject of any federal or state investigation evaluating whether any remedial action involving a material expenditure is needed to respond to a release of any toxic or hazardous waste or substance into the environment. Borrower has no material contingent liability in connection with any release of any toxic or hazardous waste or substance into the environment.

ARTICLE III

CONDITIONS

SECTION 3.1.    CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment to Bank's satisfaction of all of the following conditions:

(a)    Approval of Bank Counsel. All legal matters incidental to the extension of credit by Bank shall be satisfactory to Bank's counsel.

(b)    Documentation. Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:

(i)    This Agreement and each promissory note or other instrument or document required hereby.

(ii)    Corporate Resolution: Borrowing.

(iii)    Certificate of Incumbency.

(iv)    Continuing Security Agreement: Rights to Payment.

(v)    Security Agreement: Equipment.

(vi)    Such other documents as Bank may require under any other Section of this Agreement.

(c)    Financial Condition. There shall have been no material adverse change, as determined by Bank, in the financial condition or business of Borrower or any guarantor hereunder, if any, nor any material decline, as determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower or any such guarantor, if any.

(d)    Insurance. Borrower shall have delivered to Bank evidence of insurance coverage, in form, substance, amounts, covering risks and issued by companies satisfactory to Bank, and where required by Bank, with lender loss payable endorsements in favor of Bank.

SECTION 3.2.    CONDITIONS OF EACH EXTENSION OF CREDIT. The obligation of Bank to make each extension of credit requested by Borrower hereunder shall be subject to the fulfillment to Bank's satisfaction of each of the following conditions:

(a)    Compliance. The representations and warranties contained herein and in each of the other Loan Documents shall be true on and as of the date of the signing of this Agreement and on the date of each extension of credit by Bank pursuant hereto, with the same effect as though such representations and warranties had been made on and as of each such date, and on each such date, no Event of Default as defined herein, and no condition, event or act which with the giving of notice or the passage of time or both would constitute such an Event of Default, shall have occurred and be continuing or shall exist.

(b)    Documentation. Bank shall have received all additional documents which may be required in connection with such extension of credit.

         SECTION 3.3.    CONDITIONS OF INITIAL LETTER OF CREDIT. Prior to the issuance of the first Letter of Credit hereunder, Bank shall have received any letter of credit documentation required by Bank completed and duly executed by Borrower.

ARTICLE IV

AFFIRMATIVE COVENANTS

Borrower covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower shall, unless Bank otherwise consents in writing:

SECTION 4.1.    PUNCTUAL PAYMENTS. Punctually pay all principal, interest, fees or other liabilities due under any of the Loan Documents at the times and place and in the manner specified therein.

SECTION 4.2.    ACCOUNTING RECORDS. Maintain adequate books and records in accordance with generally accepted accounting principles consistently applied, and permit any representative of Bank, at any reasonable time, to inspect, audit and examine such books and records, to make copies of the same, and to inspect the properties of Borrower.

SECTION 4.3.    FINANCIAL STATEMENTS. Provide to Bank all of the following, in form and detail satisfactory to Bank:

(a)    not later than 90 days after and as of the end of each fiscal year, a copy of the 10K report filed with the Securities Exchange Commission, prepared by a certified public accountant acceptable to Bank,

(b)    not later than 45 days after and as of the end of each fiscal quarter, a copy of the 10Q report filed with the Securities Exchange Commission, prepared by a certified public accountant acceptable to Bank, it being acknowledged and agreed that Borrower shall deliver to Bank copies of the documents required under subsections (a) and (b) of this Section 4.3. promptly upon request therefor from Bank.

(c)    from time to time such other information as Bank may reasonably request.

SECTION 4.4.    COMPLIANCE. Preserve and maintain all licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct of its business; and comply with the provisions of all documents pursuant to which Borrower is organized and/or which govern Borrower's continued existence and with the requirements of all laws, rules, regulations and orders of any governmental authority applicable to Borrower and/or its business.

SECTION 4.5.    INSURANCE. Maintain and keep in force, for each business in which Borrower is engaged, insurance of the types and in amounts customarily carried in similar lines of business, including but not limited to fire, extended coverage, public liability, flood, and, if required, seismic property damage and workers' compensation, with all such insurance carried with companies and in amounts satisfactory to Bank, and deliver to Bank from time to time at Bank's request schedules setting forth all insurance then in effect, together with a lender’s loss payee endorsement for all such insurance naming Bank as a lender loss payee.

SECTION 4.6.    FACILITIES. Keep all properties useful or necessary to Borrower's business in good repair and condition, and from time to time make necessary repairs, renewals and replacements thereto so that such properties shall be fully and efficiently preserved and maintained.

SECTION 4.7.    TAXES AND OTHER LIABILITIES. Pay and discharge when due any and all indebtedness, obligations, assessments and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except (a) such as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, to Bank's satisfaction, for eventual payment thereof in the event Borrower is obligated to make such payment.

SECTION 4.8.    LITIGATION. Promptly give notice in writing to Bank of any litigation pending or threatened against Borrower.

SECTION 4.9.    FINANCIAL CONDITION. Maintain Borrower's financial condition as follows using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein):

(a)    Total Liabilities divided by Tangible Net Worth not greater than 1.50 to 1.0 determined at each fiscal quarter end, with "Total Liabilities" defined as the aggregate of current liabilities and non-current liabilities less subordinated debt, and with "Tangible Net Worth" defined as the aggregate of total stockholders' equity plus subordinated debt less any intangible assets and less any loans or advances to, or investments in, any related entities or individuals.

(b)    Minimum Adjusted EBITDA measured on a year to date basis as of each fiscal quarter end not less than $5,500,000.00 as of December 31, 2014 and March 31, 2015, $1,500,000.00 as of June 30, 2015, $3,000,000.00 as of September 30, 2015, $4,500,000.00 as of December 31, 2015 and $6,000,000.00 as of March 31, 2016 and thereafter, with "Adjusted EBITDA" defined as net income/loss attributable to RENTRAK CORPORATION, plus/minus income/loss from discontinued operations, plus/minus non-cash income tax expense/benefit, minus investment income, plus depreciation and amortization expense from continuing operations, plus stock-based compensation from continuing operations, plus/minus DISH & iTVX stock-based compensation, plus acquisition costs in an amount not to exceed $5,000,000.00 (cumulative through March 31, 2016).

SECTION 4.10.    NOTICE TO BANK. Promptly (but in no event more than five (5) days after the occurrence of each such event or matter) give written notice to Bank in reasonable detail of: (a) the occurrence of any Event of Default, or any

condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default; (b) any change in the name or the organizational structure of Borrower; (c) the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in ERISA, or any funding deficiency with respect to any Plan; or (d) any termination or cancellation of any insurance policy which Borrower is required to maintain, or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting Borrower's property.

SECTION 4.11.    ASSET COVERAGE. Maintain the value of Borrower’s eligible accounts receivable and cash balances such that the aggregate of (a) seventy-five percent (75%) of the value of Borrower’s eligible accounts receivable; plus (b) Borrower’s cash balances, is equal to or greater than the total amount of commitment under the Line of Credit as measured and determined at each fiscal quarter end. As used herein, “eligible accounts receivable” shall consist solely of trade accounts created in the ordinary course of Borrower’s business, upon which Borrower’s right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

(i)any account which represents an obligation of any state or municipal government or of the United States government or any political subdivision thereof (except accounts which represent obligations of the United stated government and for which the assignment provisions of the Federal Assignment of Claims Act, as amended or recodified from time to time, have been complied with to Bank’s satisfaction);

(ii)any account which represents an obligation of an account debtor located in a foreign country other than an account debtor located in a Canadian province or territory, so long as, in Bank’s determination, such Canadian jurisdiction recognizes Bank’s first priority security interest in and right to collect such account as a consequence of any security agreement and UCC filings in favor of Bank;

(iii)any account which arises from the sale or lease to or performance of services for, or represents an obligation of, an employee, affiliate, partner, member, parent or subsidiary of Borrower.

ARTICLE V

NEGATIVE COVENANTS

Borrower further covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower will not without Bank's prior written consent:

SECTION 5.1.    USE OF FUNDS. Use any of the proceeds of any credit extended hereunder except for the purposes stated in Article I hereof.

SECTION 5.2.    OTHER INDEBTEDNESS. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Bank, and (b) any other liabilities of Borrower existing as of, and disclosed to Bank prior to, the date hereof.

SECTION 5.3.    MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity provided that Borrower may merge into or consolidate with another entity if (a) Borrower is the surviving entity, (b) no breach of this Agreement or any other Loan Documents exists after such merger or consolidation, and (c) the other entity is engaged in a line of business reasonably similar or related to Borrower’s current line(s) of business; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity unless such assets are used in a line of business reasonably similar or related to Borrower’s current line(s) of business; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

SECTION 5.4.    GUARANTIES. Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower as security for, any liabilities or obligations of any other person or entity, except any of the foregoing in favor of Bank.

SECTION 5.5.    LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any person or entity, except (a) any of the foregoing existing as of, and disclosed to Bank prior to, the date hereof, and (b) advances

to employees in the ordinary course of Borrower’s business in amounts not to exceed an aggregate of $25,000.00 outstanding at fiscal quarter end.

SECTION 5.6.    DIVIDENDS, DISTRIBUTIONS. Declare or pay any dividend or distribution either in cash or any other property on Borrower's stock now or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of any class of Borrower's stock now or hereafter outstanding, except dividends paid by Borrower solely in equity interest issued by Borrower.

SECTION 5.7.    PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower's assets now owned or hereafter acquired, except any of the foregoing in favor of Bank or which is existing as of, and disclosed to Bank in writing prior to, the date hereof.

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.1.    The occurrence of any of the following shall constitute an "Event of Default" under this Agreement:

(a)    Borrower shall fail to pay when due any principal, interest, fees or other amounts payable under any of the Loan Documents.

(b)    Any financial statement or certificate furnished to Bank in connection with, or any representation or warranty made by Borrower or any other party under this Agreement or any other Loan Document shall prove to be incorrect, false or misleading in any material respect when furnished or made.

(c)    Any default in the performance of or compliance with any obligation, agreement or other provision contained herein or in any other Loan Document (other than those specifically described as an “Event of Default” in this section 6.1), and with respect to any such default that by its nature can be cured, such default shall continue for a period of twenty (20) days from its occurrence.

(d)    Any default in the payment or performance of any obligation, or any defined event of default, under the terms of any contract or instrument (other than any of the Loan Documents) pursuant to which Borrower, any guarantor hereunder or any general partner or joint venturer in Borrower if a partnership or joint venture (with each such guarantor, general partner and/or joint venturer referred to herein as a "Third Party Obligor") has incurred any debt or other liability to any person or entity, including Bank; provided, however, that with respect to a default under any obligation to any person or entity other than Bank or an affiliate of Bank, the amount of such obligation exceeds $100,000.00 in the aggregate for all such defaults by Borrower and each Third Party Obligor combined.

(e)    The filing of a notice of judgment lien against Borrower or any Third Party Obligor; or the recording of any abstract of judgment against Borrower or any Third Party Obligor in any county in which Borrower or such Third Party Obligor has an interest in real property; or the service of a notice of levy and/or of a writ of attachment or execution, or other like process, against the assets of Borrower or any Third Party Obligor; or the entry of a judgment against Borrower or any Third Party Obligor; provided, with respect to each of the foregoing, that the amount involved exceeds $100,000.00.

(f)    Borrower or any Third Party Obligor shall become insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; Borrower or any Third Party Obligor shall file a voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time ("Bankruptcy Code"), or under any state or federal law granting relief to debtors, whether now or hereafter in effect; or any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors is filed or commenced against Borrower or any Third Party Obligor and such involuntary petition or proceeding continues undismissed, not stayed or not vacated more than sixty (60) days following the date of its filing, or Borrower or any Third Party Obligor shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition; or Borrower or any Third Party Obligor shall be adjudicated a bankrupt, or an order for relief shall be entered against Borrower or any Third Party Obligor by any court of competent jurisdiction under the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors.

(g)    There shall exist or occur any event or condition that Bank in good faith believes impairs, or is substantially likely to impair, the prospect of payment or performance by Borrower, any Third Party Obligor, or the general partner of either if such entity is a partnership, of its obligations under any of the Loan Documents.

(h)    The death or incapacity of Borrower or any Third Party Obligor if an individual. The dissolution or liquidation of Borrower or any Third Party Obligor if a corporation, partnership, joint venture or other type of entity; or Borrower or any such Third Party Obligor, or any of its directors, stockholders or members, shall take action seeking to effect the dissolution or liquidation of Borrower or such Third Party Obligor.

(i)    Any change in control of Borrower or any entity or combination of entities that directly or indirectly control Borrower, with “control” defined as ownership of an aggregate of twenty-five percent (25%) or more of the common stock, members' equity or other ownership interest (other than a limited partnership interest).

SECTION 6.2.    REMEDIES. Upon the occurrence of any Event of Default: (a) all indebtedness of Borrower under each of the Loan Documents, any term thereof to the contrary notwithstanding, shall at Bank's option and without notice become immediately due and payable without presentment, demand, protest or notice of dishonor, all of which are hereby expressly waived by Borrower; (b) the obligation, if any, of Bank to extend any further credit under any of the Loan Documents shall immediately cease and terminate; and (c) Bank shall have all rights, powers and remedies available under each of the Loan Documents, or accorded by law, including without limitation the right to resort to any or all security for any credit subject hereto and to exercise any or all of the rights of a beneficiary or secured party pursuant to applicable law. All rights, powers and remedies of Bank may be exercised at any time by Bank and from time to time after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1.    NO WAIVER. No delay, failure or discontinuance of Bank in exercising any right, power or remedy under any of the Loan Documents shall affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by Bank of any breach of or default under any of the Loan Documents must be in writing and shall be effective only to the extent set forth in such writing.

SECTION 7.2.    NOTICES. All notices, requests and demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to each party at the following address:

BORROWER:    RENTRAK CORPORATION

7700 NE Ambassador Place

Portland, OR 97220

BANK:    WELLS FARGO BANK, NATIONAL ASSOCIATION

MAC P6101-250

1300 SW 5^th Avenue, 25^th Floor

Portland, OR 97201

or to such other address as any party may designate by written notice to all other parties. Each such notice, request and demand shall be deemed given or made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy, upon receipt.

SECTION 7.3.    COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.

SECTION 7.4.    SUCCESSORS, ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that Borrower may not assign or transfer its interests or rights hereunder without Bank's prior written consent. Bank reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Bank's rights and benefits under each of the Loan Documents. In connection therewith, Bank may disclose all documents and information which Bank now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business, any guarantor hereunder or the business of such guarantor, if any, or any collateral required hereunder.

SECTION 7.5.    ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other Loan Documents constitute the entire agreement between Borrower and Bank with respect to each credit subject hereto and supersede all prior negotiations, communications, discussions and correspondence concerning the subject matter hereof. This Agreement may be amended or modified only in writing signed by each party hereto.

SECTION 7.6.    NO THIRD PARTY BENEFICIARIES. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their respective permitted successors and assigns, and no other person or entity shall be a third party beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any other of the Loan Documents to which it is not a party.

SECTION 7.7.    TIME. Time is of the essence of each and every provision of this Agreement and each other of the Loan Documents.

SECTION 7.8.    SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this Agreement.

SECTION 7.9.    COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same Agreement.

SECTION 7.10.    GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon.

SECTION 7.11.    ARBITRATION.

(a)    Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit. In the event of a court ordered arbitration, the party requesting arbitration shall be responsible for timely filing the demand for arbitration and paying the appropriate filing fee within 30 days of the abatement order or the time specified by the court. Failure to timely file the demand for arbitration as ordered by the court will result in that party’s right to demand arbitration being automatically terminated.

(b)    Governing Rules. Any arbitration proceeding will (i) proceed in a location in Oregon selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

(c)    No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to

collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

(d)    Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of Oregon or a neutral retired judge of the state or federal judiciary of Oregon, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator's discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Oregon and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Oregon Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e)    Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining information is available.

(f)    Class Proceedings and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

(g)    Payment Of Arbitration Costs And Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h)    Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.

(i)    Small Claims Court. Notwithstanding anything herein to the contrary, each party retains the right to pursue in Small Claims Court any dispute within that court’s jurisdiction. Further, this arbitration provision shall apply only to disputes in which either party seeks to recover an amount of money (excluding attorneys’ fees and costs) that exceeds the jurisdictional limit of the Small Claims Court.

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

	RENTRAK CORPORATION		WELLS FARGO BANK,
			NATIONAL ASSOCIATION
By:	/s/ David I Chemerow	By:	/s/ Victoria K. Dunn
	David I. Chemerow, CFO, COO, and Secretary		Victoria K. Dunn, Vice President

EX-10.2

EXHIBIT 10.2

REVOLVING LINE OF CREDIT NOTE

$15,000,000.00    Portland, Oregon

December 1, 2014

FOR VALUE RECEIVED, the undersigned RENTRAK CORPORATION ("Borrower") promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at MAC P6101-250, 1300 SW 5^th Avenue, 25^th Floor, Portland, Oregon 97201, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Fifteen Million Dollars ($15,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

DEFINITIONS:

As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined:

(a)    "Daily One Month LIBOR" means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a one (1) month period.

(b)    "LIBOR" means (i) for the purpose of calculating effective rates of interest for loans making reference to LIBOR Periods, the rate of interest per annum determined by Bank based on the rate for United States dollar deposits for delivery on the first day of each LIBOR Period for a period approximately equal to such LIBOR Period as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 11:00 a.m., London time, two London Business Days prior to the first day of such LIBOR Period (or if not so reported, then as determined by Bank from another recognized source or interbank quotation), or (ii) for the purpose of calculating effective rates of interest for loans making reference to the Daily One Month LIBOR Rate, the rate of interest per annum determined by Bank based on the rate for United States dollar deposits for delivery of funds for one (1) month as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 11:00 a.m., London time, or, for any day not a London Business Day, the immediately preceding London Business Day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

(c)    "LIBOR Period" means a period commencing on a New York Business Day and continuing for one (1), three (3) or six (6) months, as designated by Borrower, during which all or a portion of the outstanding principal balance of this Note bears interest determined in relation to LIBOR; provided however, that (i) no LIBOR Period may be selected for a principal amount less than One Hundred Thousand Dollars ($100,000.00), (ii) if the day after the end of any LIBOR Period is not a New York Business Day (so that a new LIBOR Period could not be selected by Borrower to start on such day), then such LIBOR Period shall continue up to, but shall not include, the next New York Business Day after the end of such LIBOR Period, unless the result of such extension would be to cause any immediately following LIBOR Period to begin in the next calendar month in which event the LIBOR Period shall continue up to, but shall not include, the New York Business Day immediately preceding the last day of such LIBOR Period, and (iii) no LIBOR Period shall extend beyond the scheduled maturity date hereof.

(d)    "London Business Day" means any day that is a day for trading by and between banks in Dollar deposits in the London interbank market.

(e)    "New York Business Day" means any day except a Saturday, Sunday or any other day on which commercial banks in New York are authorized or required by law to close.

(f)    "State Business Day" means any day except a Saturday, Sunday or any other day on which commercial banks in the jurisdiction described in “Governing Law” herein are authorized or required by law to close.

INTEREST:

(a)    Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) either (i) at a fluctuating rate per annum determined by Bank to be one and three quarters percent (1.75%) above the Daily One Month LIBOR Rate in effect from time to time, or (ii) at a fixed rate per annum determined by

Bank to be one and three quarters percent (1.75%) above LIBOR in effect on the first day of the applicable LIBOR Period. Bank is hereby authorized to note the date, principal amount and interest rate applicable thereto and any payments made thereon on Bank's books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted.

(b)    Selection of Interest Rate Options. Subject to the provisions herein regarding LIBOR Periods and the prior notice required for the selection of a LIBOR interest rate, (i) at any time any portion of this Note bears interest determined in relation to LIBOR for a LIBOR Period, it may be continued by Borrower at the end of the LIBOR Period applicable thereto so that all or a portion thereof bears interest determined in relation to the Daily One Month LIBOR Rate or to LIBOR for a new LIBOR Period designated by Borrower, (ii) at any time any portion of this Note bears interest determined in relation to the Daily One Month LIBOR Rate, Borrower may convert all or a portion thereof so that it bears interest determined in relation to LIBOR for a LIBOR Period designated by Borrower, and (iii) at the time an advance is made hereunder, Borrower may choose to have all or a portion thereof bear interest determined in relation to the Daily One Month LIBOR Rate or to LIBOR for a LIBOR Period designated by Borrower.

To select an interest rate option hereunder determined in relation to LIBOR for a LIBOR Period, Borrower shall give Bank notice thereof that is received by Bank prior to 11:00 a.m Oregon time on a State Business Day at least two State Business Days prior to the first day of the LIBOR Period, or at a later time during such State Business Day if Bank, at its sole discretion, accepts Borrower’s notice and quotes a fixed rate to Borrower. Such notice shall specify: (A) the interest rate option selected by Borrower, (B) the principal amount subject thereto, and (C) for each LIBOR selection, the length of the applicable LIBOR Period. If Bank has not received such notice in accordance with the foregoing before an advance is made hereunder or before the end of any LIBOR Period, Borrower shall be deemed to have made a Daily One Month LIBOR Rate interest selection for such advance or the principal amount to which such LIBOR Period applied. Any such notice may be given by telephone (or such other electronic method as Bank may permit) so long as it is given in accordance with the foregoing and, with respect to each LIBOR selection, if requested by Bank, Borrower provides to Bank written confirmation thereof not later than three State Business Days after such notice is given. Borrower shall reimburse Bank immediately upon demand for any loss or expense (including any loss or expense incurred by reason of the liquidation or redeployment of funds obtained to fund or maintain a LIBOR borrowing) incurred by Bank as a result of the failure of Borrower to accept or complete a LIBOR borrowing hereunder after making a request therefor. Any reasonable determination of such amounts by Bank shall be conclusive and binding upon Borrower.

(c)    Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) costs, expenses and liabilities arising from or in connection with reserve percentages prescribed by the Board of Governors of the Federal Reserve System (or any successor) for "Eurocurrency Liabilities" (as defined in Regulation D of the Federal Reserve Board, as amended), assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower.

(d)    Payment of Interest. Interest accrued on this Note shall be payable on the first day of each month, commencing January 1, 2015.

(e)    Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, or at Bank's option upon the occurrence, and during the continuance of an Event of Default, the outstanding principal balance of this Note shall bear interest at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note.

BORROWING AND REPAYMENT:

(a)    Borrowing and Repayment. Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing this Note; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal

payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and payable in full on February 1, 2017.

(b)    Advances. Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the oral or written request of (i) DAVID I. CHEMEROW or WILLIAM P. LIVEK, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower.

(c)    Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof. All payments credited to principal shall be applied first, to the outstanding principal balance of this Note which bears interest determined in relation to the Daily One Month LIBOR Rate, if any, and second, to the outstanding principal balance of this Note which bears interest determined in relation to LIBOR, with such payments applied to the oldest LIBOR Period first.

PREPAYMENT:

(a)    Daily One Month LIBOR Rate. Borrower may prepay principal on any portion of this Note which bears interest determined in relation to the Daily One Month LIBOR Rate at any time, in any amount and without penalty.

(b)    LIBOR. Borrower may prepay principal on any portion of this Note which bears interest determined in relation to LIBOR at any time and in the minimum amount of One Hundred Thousand Dollars ($100,000.00); provided however, that if the outstanding principal balance of such portion of this Note is less than said amount, the minimum prepayment amount shall be the entire outstanding principal balance thereof. In consideration of Bank providing this prepayment option to Borrower, or if any such portion of this Note shall become due and payable at any time prior to the last day of the LIBOR Period applicable thereto by acceleration or otherwise, Borrower shall pay to Bank immediately upon demand a fee which is the sum of the discounted monthly differences for each month from the month of prepayment through the month in which such LIBOR Period matures, calculated as follows for each such month:

(i)    Determine the amount of interest which would have accrued each month on the amount prepaid at the interest rate applicable to such amount had it remained outstanding until the last day of the LIBOR Period applicable thereto.

(ii)    Subtract from the amount determined in (i) above the amount of interest which would have accrued for the same month on the amount prepaid for the remaining term of such LIBOR Period at LIBOR in effect on the date of prepayment for new loans made for such term and in a principal amount equal to the amount prepaid.

(iii)    If the result obtained in (ii) for any month is greater than zero, discount that difference by LIBOR used in (ii) above.

Borrower acknowledges that prepayment of such amount may result in Bank incurring additional costs, expenses and/or liabilities, and that it is difficult to ascertain the full extent of such costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that said amount represents a reasonable estimate of the prepayment costs, expenses and/or liabilities of Bank. If Borrower fails to pay any prepayment fee when due, the amount of such prepayment fee shall thereafter bear interest until paid at a rate per annum two percent (2.00%) above the Daily One Month LIBOR Rate in effect from time to time (computed on the basis of a 360-day year, actual days elapsed).

EVENTS OF DEFAULT:

This Note is made pursuant to and is subject to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of December 1, 2014, as amended from time to time (the "Credit Agreement"). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an "Event of Default" under this Note.

MISCELLANEOUS:

(a)    Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of the holder's in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.

(b)    Obligations Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several.

(c)    Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Oregon.

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE.

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

	RENTRAK CORPORATION
By:	/s/ David I Chemerow
	David I. Chemerow, CFO, COO, and Secretary

EX-10.3

EXHIBIT 10.3

ADDENDUM TO PROMISSORY NOTE

(LIBOR PRICING ADJUSTMENTS)

THIS ADDENDUM is attached to and made a part of that certain promissory note executed by RENTRAK CORPORATION ("Borrower") and payable to WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), or order, dated as of December 1, 2014, in the principal amount of Fifteen Million Dollars ($15,000,000.00) (the "Note").

The following provisions are hereby incorporated into the Note to reflect the interest rate adjustments agreed to by Bank and Borrower:

INTEREST RATE ADJUSTMENTS:

(a)    Initial LIBOR Margin. The initial LIBOR margin applicable to this Note shall be as set forth in the "Interest" paragraph herein.

(b)    LIBOR Rate Adjustments. Bank shall adjust the LIBOR margin used to determine the rate of interest applicable to LIBOR options selected by Borrower under this Note on a quarterly basis, commencing with Borrower's fiscal quarter ending March 31, 2015, if required to reflect a change in Borrower's net income after taxes in accordance with the grid set forth below, as determined on a rolling 4-quarter basis using generally accepted accounting principles consistently applied and used consistently with prior practices:

Net Profit/Loss to	Applicable LIBOR Margin
Net Loss of greater than $5,000,000.00	2.00%
Net Profit of at least $0.00 but net loss less than $5,000,000.00	1.75%
Net Profit of $1.00 and greater	1.50%

Each such adjustment shall be effective on the first Business Day of Borrower's fiscal quarter following the quarter during which Bank receives and reviews Borrower's most current fiscal quarter-end financial statements in accordance with any requirements established by Bank for the preparation and delivery thereof.

IN WITNESS WHEREOF, this Addendum has been executed as of the same date as the Note.

	RENTRAK CORPORATION
By:	/s/ David I Chemerow
	David I. Chemerow, CFO, COO, and Secretary

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William P. Livek, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rentrak Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 5, 2015

By:	/s/ William P. Livek
William P. Livek
Director and Chief Executive Officer
Rentrak Corporation

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David I. Chemerow, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rentrak Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 5, 2015

By:	/s/ David I. Chemerow
David I. Chemerow
Chief Operating Officer and Chief Financial Officer
Rentrak Corporation

EX-31.3

Exhibit 31.3

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michelle R. Spencer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rentrak Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 5, 2015

By:	/s/ Michelle R. Spencer
Michelle R. Spencer
Senior Vice President of Finance and Deputy Chief Financial Officer
Rentrak Corporation

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Rentrak Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William P. Livek, Director and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ William P. Livek
William P. Livek
Director and Chief Executive Officer
Rentrak Corporation
February 5, 2015

A signed original of this written statement required by Section 906 has been provided to Rentrak Corporation and will be retained by Rentrak Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Rentrak Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David I. Chemerow, Chief Operating Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ David I. Chemerow
David I. Chemerow
Chief Operating Officer and Chief Financial Officer
Rentrak Corporation
February 5, 2015

A signed original of this written statement required by Section 906 has been provided to Rentrak Corporation and will be retained by Rentrak Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.3

Exhibit 32.3

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Rentrak Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michelle R. Spencer, Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Michelle R. Spencer
Michelle R. Spencer
Principal Accounting Officer
Rentrak Corporation
February 5, 2015

A signed original of this written statement required by Section 906 has been provided to Rentrak Corporation and will be retained by Rentrak Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Line of Credit (Details) (Line of Credit [Member], USD $)	0 Months Ended
	Dec. 01, 2014	Dec. 31, 2014
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Revolving line of credit, maximum borrowing capacity	$ 15,000,000.0
Fees on the unused portion of the line	0.15%
Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Variable rate	2.00%
Letter of Credit [Member]
Debt Instrument [Line Items]
Revolving line of credit, maximum borrowing capacity	1,000,000.0
Issued and outstanding letters of credit		$ 300,000
Maximum [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Fees on the unused portion of the line	0.25%
Maximum [Member] | Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Variable rate	2.00%
Minimum [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Fees on the unused portion of the line	0.10%
Minimum [Member] | Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Variable rate	1.50%

XML

Acquisition of Kantar Media's U.S. Based Television Measurement Assets (Details) (USD $)	0 Months Ended	3 Months Ended	9 Months Ended
	Dec. 01, 2014	Dec. 31, 2014	Dec. 31, 2014	Mar. 31, 2014	Mar. 31, 2013
Business Acquisition [Line Items]
Goodwill acquired		$ 136,127,000	$ 136,127,000	$ 7,034,000	$ 4,998,000
RPD Business [Member]
Business Acquisition [Line Items]
Cash paid for acquisition	200,000
Common stock shares used to pay for acquisition (in shares)	1,526,790
Common stock used to pay for acquisition	114,100,000
Goodwill acquired	129,406,000
Revenue		800,000
Net losses		500,000
RPD Business [Member] | Minimum [Member]
Business Acquisition [Line Items]
Discount rate	13.50%
RPD Business [Member] | Maximum [Member]
Business Acquisition [Line Items]
Discount rate	15.60%
RPD Business [Member] | Selling, General and Administrative Expenses [Member]
Business Acquisition [Line Items]
Acquisition and transition costs		700,000	1,000,000
Amortization of intangibles		42,000
WPP Luxembourg [Member] | RPD Business [Member]
Business Acquisition [Line Items]
Common shares to be issued for stock purchase agreement (in shares)	943,834
Proceeds from stock purchase agreement	55,800,000
Goodwill acquired	$ 20,300,000

XML

Goodwill And Other Intangible Assets (Tables)

9 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill rollforward

The roll-forward of our goodwill was as follows (dollars in thousands):

	Nine Months Ended December 31, 2014
Beginning balance	$	7,034
Acquisition of RPD Business	129,406
Currency translation	(313		)
Ending balance	$	136,127

	Year Ended March 31, 2014
Beginning balance	$	4,998
Acquisition of iTVX	1,888
Currency translation	148
Ending balance	$	7,034

Schedule of other intangible assets and related accumulated amortization

Other intangible assets and the related accumulated amortization were as follows (dollars in thousands):

	Amortization Period	December 31, 2014			March 31, 2014
Customer relationships	6 to 10 years	$	12,530		$	7,941
Accumulated amortization		(3,750		)	(3,251		)
		8,780			4,690
Trade names	2 to 3 years	75			75
Accumulated amortization		(67		)	(58		)
		8			17
Existing technology	4 years	334			334
Accumulated amortization		(158		)	(108		)
		176			226
Patents	20 years	503			419
Accumulated amortization		(46		)	(29		)
		457			390
Order backlog	1 year	2			2
Accumulated amortization		(2		)	(1		)
		—			1
Global customer relationships	Indefinite	7,400			7,400
Total		$	16,821		$	12,724

Amortization expense and currency translation

Amortization expense and currency translation were as follows (dollars in thousands):

	Nine Months Ended December 31,
	2014			2013
Customer relationships	$	736		$	649
Trade names	9			5
Existing technology	50			25
Patents	17			12
Order backlog	1			1
Currency translation	(237		)	142
	$	576		$	834

Expected amortization expense

Expected amortization expense is as follows over the next five years and thereafter (dollars in thousands):

Fiscal	Customer Relationships		Trade names		Existing Technology		Patents
Remainder of Fiscal 2015	$	363	$	3	$	17	$	6
2016	1,452		5		67		25
2017	1,452		—		67		25
2018	1,338		—		25		25
2019	869		—		—		25
Thereafter	3,306		—		—		351
	$	8,780	$	8	$	176	$	457

XML

Goodwill And Other Intangible Assets Expected amortization expense (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Mar. 31, 2014
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Remainder of Fiscal 2015	$ 363
2016	1,452
2017	1,452
2018	1,338
2019	869
Thereafter	3,306
Finite-lived intangible assets, net	8,780	4,690
Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Remainder of Fiscal 2015	3
2016	5
2017	0
2018	0
2019	0
Thereafter	0
Finite-lived intangible assets, net	8	17
Existing Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Remainder of Fiscal 2015	17
2016	67
2017	67
2018	25
2019	0
Thereafter	0
Finite-lived intangible assets, net	176	226
Patents [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Remainder of Fiscal 2015	6
2016	25
2017	25
2018	25
2019	25
Thereafter	351
Finite-lived intangible assets, net	$ 457	$ 390

XML

Net Loss Per Share

9 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per Share

Following is a reconciliation of the shares used for the basic loss per share (“EPS”) and diluted EPS calculations (in thousands, except footnote reference):

	Three Months Ended December 31,		Nine Months Ended December 31,
	2014	2013	2014	2013
Basic EPS:
Weighted average number of shares of common stock outstanding and vested deferred stock units (“DSUs”) (1)	13,516	12,181	12,875	12,116
Diluted EPS:
Effect of dilutive stock options and unvested DSUs	—	—	—	—
	13,516	12,181	12,875	12,116
Total outstanding options not included in diluted EPS as they would be antidilutive	2,882	2,917	2,882	2,917
Performance and market-based grants not included in diluted EPS	1	160	1	160

(1) Includes 178,703 and 184,458 vested cumulative DSUs, respectively, for the three months ended December 31, 2014 and 2013 and 176,701 and 177,648 vested cumulative DSUs, respectively, for the nine months ended December 31, 2014 and 2013 that will not be issued until the directors holding the DSUs retire from our Board of Directors.

XML

Stock-Based Compensation (Details) (2011 Incentive Plan [Member], USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014		Dec. 31, 2014
Restricted Stock Units (RSUs) [Member]
Restricted Stock (“RSU”) grants:
Units granted from 2011 Incentive Plan	68,522		598,052
Compensation information related to RSUs granted in period (in thousands):
Total fair market value, recognized over vesting period	$ 5,553		$ 31,614
Total expected expense to be recognized in Fiscal 2015	233		2,858
Expense capitalized in property and equipment, net	3	[1]	81	[1]
RSUs vesting in period:
RSUs vesting in period	21,025		108,293
Shares withheld in payment for taxes associated with vested RSUs	7,991		49,196
Restricted Stock Units (RSUs) [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, in years	5 years		1 year
Restricted Stock Units (RSUs) [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, in years	10 years		10 years
Restricted Stock Units (RSUs) [Member] | Selling, General and Administrative Expenses [Member]
Compensation information related to RSUs granted in period (in thousands):
Expense recognized as a component of operating expenses	52		1,799
Director [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, in years			1 year
Option grant:
Shares granted from 2011 Incentive Plan to non-executive director	0		5,267
Fair market value per share on date of grant	$ 0.00		$ 46.92
Expiration period, in years			10 years
Compensation information related to option granted in period (in thousands):
Total valuation, recognized over vesting period	0	[2]	100	[2]
Total expected expense to be recognized in Fiscal 2015	0	[2]	64	[2]
Director [Member] | Stock Options [Member] | Selling, General and Administrative Expenses [Member]
Compensation information related to option granted in period (in thousands):
Expense recognized as a component of operating expenses	27	[2]	36	[2]
Director [Member] | Deferred Stock Unit (DSU) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, in years			1 year
DSU grants:
Units granted from 2011 Incentive Plan to non-executive directors	0		14,917
Compensation information related to DSUs granted in period (in thousands):
Total fair market value, recognized over vesting period			700
Total expected expense to be recognized in Fiscal 2015			445
DSUs converted to common shares in period	0		30,581
Director [Member] | Deferred Stock Unit (DSU) [Member] | Selling, General and Administrative Expenses [Member]
Compensation information related to DSUs granted in period (in thousands):
Expense recognized as a component of operating expenses	$ 191		$ 255

[1] Amounts capitalized in accordance with our policies related to Capitalized software as described in Note 2 of Notes to Consolidated Financial Statements in the Form 10-K.

[2] Compensation amounts based on Black-Scholes valuation.

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Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2014
Net Income from Discontinued Operations on the Condensed Consolidated Statements of Operations
Income from discontinued operations, net of income taxes	$ 332	$ 665	$ 988	$ 2,228
Assets and Liabilities Relating to PPT
Total liabilities held for sale	4,163		4,163		3,858
PPT
Net Income from Discontinued Operations on the Condensed Consolidated Statements of Operations
Revenue	7,479	12,092	23,384	35,884
Income from operations	562	1,147	1,688	3,842
Other expense	0	0	37	0
Income before income taxes	562	1,147	1,651	3,842
Income tax provision	230	482	663	1,614
Income from discontinued operations, net of income taxes	332	665	988	2,228
Assets and Liabilities Relating to PPT
Accounts receivable, net of allowances of $178 and $218	3,812		3,812		5,015
Other current assets	188		188		167
Property, plant and equipment, net of accumulated depreciation of $931 and $1,086	120		120		261
Total assets held for sale	4,120		4,120		5,443
Accounts payable	3,600		3,600		3,009
Accrued liabilities	0		0		1
Accrued compensation	563		563		848
Total liabilities held for sale	4,163		4,163		3,858
Allowance for doubtful accounts	178		178		218
Accumulated depreciation	$ 931		$ 931		$ 1,086
Sales | Pro Forma | Product Concentration Risk | PPT
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percent of total revenue	21.80%	38.30%	23.90%	39.90%

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Fair Value Disclosures Disclosures related to our financial assets (Details) (USD $)	1 Months Ended	3 Months Ended	9 Months Ended
	Aug. 31, 2013	Dec. 31, 2014	Dec. 31, 2014	Mar. 31, 2014
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized cost		$ 79,164,000	$ 79,164,000	$ 16,868,000
Gross unrecognized holding losses		(153,000)	(153,000)	0
Available-for-sale marketable securities		79,011,000	79,011,000	16,868,000
Fixed Income Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale marketable securities		79,011,000	79,011,000	16,868,000
iTVX, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration earnout period in years	2 years
Contingent consideration percentage of payment paid in cash	25.00%
Contingent consideration percentage of payment paid in stock	75.00%
Contingent consideration fixed stock price (usd per share)	$ 21.795
iTVX, Inc. [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Undiscounted amount of contingent consideration, range of outcomes, low	500,000
Undiscounted amount of contingent consideration, range of outcomes, high	7,000,000
Contingent consideration liability	2,000,000
Selling, General and Administrative Expenses [Member] | iTVX, Inc. [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value remeasurement of contingent consideration liability		900,000	1,000,000
Accrued Compensation [Member] | iTVX, Inc. [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability		$ 5,700,000	$ 5,700,000

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Acquisition of Kantar Media's U.S. Based Television Measurement Assets - Purchase Price Allocation (Details) (USD $) In Thousands, unless otherwise specified	0 Months Ended
	Dec. 01, 2014	Dec. 31, 2014	Mar. 31, 2014	Mar. 31, 2013
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Goodwill		$ 136,127	$ 7,034	$ 4,998
RPD Business [Member]
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Accounts receivable	821
Goodwill	129,406
Total assets acquired	135,227
Accounts Payable	(543)
Deferred revenue	(71)
Total liabilities acquired	(614)
Net assets acquired	134,613
Customer Relationships [Member] | RPD Business [Member]
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Customer relationships	$ 5,000
Customer relationships, useful life	10 years

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Basis of Presentation

9 Months Ended

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Rentrak Corporation have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The results of operations for the three and nine month periods ended December 31, 2014 are not necessarily indicative of the results to be expected for the entire fiscal year ending March 31, 2015 (“Fiscal 2015”). The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes thereto included in our 2014 Annual Report on Form 10-K (the “Form 10-K”).

The Condensed Consolidated Financial Statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to present fairly our financial position, results of operations and cash flows. Certain reclassifications, primarily related to the presentation of discontinued operations, have been made to the prior period financial statements to conform to the current period presentation.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of Rentrak Corporation and its wholly owned subsidiaries, and those entities in which we have a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation.

In Fiscal 2012, we established a Chinese joint venture, Sinotrak, and hold a 49% ownership interest in this variable interest entity (the “VIE”). Sinotrak has been included in our Condensed Consolidated Financial Statements, as we have determined that we are the primary beneficiary of the VIE, given our significant influence over day to day operations, among other factors. To date, the activities of Sinotrak have been limited primarily to initial cash contributions from both joint venture parties and costs associated with Sinotrak’s formation. The equity interests of the noncontrolling party, totaling $0.7 million as of December 31, 2014, are reported as a noncontrolling interest in our Condensed Consolidated Balance Sheets. The noncontrolling party’s share of the expenses for the three and nine months ended December 31, 2014 and 2013, are included in “Net loss attributable to noncontrolling interest” on our Condensed Consolidated Statements of Operations.

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Acquisition of Kantar Media's U.S. Based Television Measurement Assets - Pro Forma (Details) (RPD Business [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
RPD Business [Member]
Business Acquisition, Pro Forma Information [Abstract]
Total revenue	$ 28,322	$ 21,195	$ 80,253	$ 59,077
Net loss attributable to Rentrak Corporation	$ (1,868)	$ (1)	$ (1,952)	$ (982)
Basic earnings per share (usd per share)	$ (0.12)	$ 0.00	$ (0.13)	$ (0.07)
Diluted earnings per share (usd per share)	$ (0.12)	$ 0.00	$ (0.12)	$ (0.07)

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Subsequent Events (Details) (PPT, Subsequent Event, USD $) In Millions, unless otherwise specified	0 Months Ended
	Feb. 03, 2015	Feb. 03, 2015
PPT | Subsequent Event
Subsequent Event [Line Items]
Total purchase price received	$ 7.0	$ 7.0
Cash received	1.0
Amount of note due in six months	1.0
Liquidation preference of preferred stock	$ 5.0

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Mar. 31, 2014
Current Assets:
Cash and cash equivalents	$ 6,007	$ 5,102
Marketable securities	79,011	16,868
Accounts receivable, net of allowances for doubtful accounts of $83 and $162	19,031	12,199
Taxes receivable and prepaid taxes	0	122
Deferred tax assets, net	34	44
Assets held for sale	4,120	5,443
Other current assets	2,595	2,818
Total Current Assets	110,798	42,596
Property and equipment, net of accumulated depreciation of $27,387 and $23,785	21,657	17,891
Goodwill	136,127	7,034
Other intangible assets, net of accumulated amortization of $4,023 and $3,447	16,821	12,724
Other assets	1,003	1,022
Total Assets	286,406	81,267
Current Liabilities:
Accounts payable	4,066	1,766
Accrued liabilities	557	370
Accrued data provider liabilities	9,580	4,460
Accrued compensation	7,038	6,743
Deferred revenue and other credits	3,281	2,644
Liabilities held for sale	4,163	3,858
Total Current Liabilities	28,685	19,841
Deferred rent, long-term	2,238	2,413
Accrued compensation, long-term	5,700	4,700
Taxes payable, long-term	568	520
Deferred tax liability, net, long-term	1,946	759
Total Liabilities	39,137	28,233
Commitments and Contingencies	0	0
Stockholders’ Equity:
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued	0	0
Common stock, $0.001 par value; shares authorized: 75,000 and 30,000; shares issued and outstanding: 15,195 and 12,213	15	12
Capital in excess of par value	282,341	83,562
Accumulated other comprehensive income (loss)	(376)	409
Accumulated deficit	(35,449)	(31,823)
Stockholders’ Equity attributable to Rentrak Corporation	246,531	52,160
Noncontrolling interest	738	874
Total Stockholders’ Equity	247,269	53,034
Total Liabilities and Stockholders’ Equity	$ 286,406	$ 81,267

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Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) (USD $)	3 Months Ended		9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Statement of Comprehensive Income [Abstract]
Deferred taxes associated with unrealized holding losses which arose during the period on available for sale securities	$ 0	$ 0	$ 0	$ 0
Deferred tax benefit associated with recognized losses on available for sale securities included in net loss	$ 0	$ 0	$ 0	$ 0

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Goodwill And Other Intangible Assets Schedule of other intangible assets and related accumulated amortization (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2014	Mar. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Accumulated amortization	$ (4,023)	$ (3,447)
Total net intangible assets	16,821	12,724
Global Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	7,400	7,400
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	12,530	7,941
Accumulated amortization	(3,750)	(3,251)
Finite-lived intangible assets, net	8,780	4,690
Customer Relationships [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	6 years
Customer Relationships [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	10 years
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	75	75
Accumulated amortization	(67)	(58)
Finite-lived intangible assets, net	8	17
Trade Names [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	2 years
Trade Names [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	3 years
Existing Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	334	334
Accumulated amortization	(158)	(108)
Finite-lived intangible assets, net	176	226
Amortization Period	4 years
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	503	419
Accumulated amortization	(46)	(29)
Finite-lived intangible assets, net	457	390
Amortization Period	20 years
Order Backlog [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	2	2
Accumulated amortization	(2)	(1)
Finite-lived intangible assets, net	$ 0	$ 1
Amortization Period	1 year

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Stock-Based Compensation (Tables)

9 Months Ended

Dec. 31, 2014

Share-based Compensation [Abstract]

Schedule of the company's stock based grants

The following table summarizes our stock based grants:

	Three Months Ended		Nine Months Ended
	December 31, 2014		December 31, 2014
Option grant:
Shares granted from 2011 Incentive Plan to non-executive director	—		5,267
Fair market value per share on date of grant	$	—	$	46.92
Expiration period, in years			10
Vesting period, in years			1
Compensation information related to option granted in period(1) (in thousands):
Total valuation, recognized over vesting period	$	—	$	100
Total expected expense to be recognized in Fiscal 2015	$	—	$	64
Expense recognized as a component of operating expenses	$	27	$	36
Restricted Stock (“RSU”) grants:
Units granted from 2011 Incentive Plan	68,522		598,052
Vesting period, in years - high	10		10
Vesting period, in years - low	5		1
Compensation information related to RSUs granted in period (in thousands):
Total fair market value, recognized over vesting period	$	5,553	$	31,614
Total expected expense to be recognized in Fiscal 2015	$	233	$	2,858
Expense recognized as a component of operating expenses	$	52	$	1,799
Expense capitalized in property and equipment, net (2)	$	3	$	81
RSUs vesting in period:	21,025		108,293
Shares withheld in payment for taxes associated with vested RSUs	7,991		49,196
DSU grants:
Units granted from 2011 Incentive Plan to non-executive directors	—		14,917
Vesting period, in years			1
Compensation information related to DSUs granted in period (in thousands):
Total fair market value, recognized over vesting period			$	700
Total expected expense to be recognized in Fiscal 2015			$	445
Expense recognized as a component of operating expenses	$	191	$	255
DSUs converted to common shares in period	—		30,581

(1) Compensation amounts based on Black-Scholes valuation.

(2) Amounts capitalized in accordance with our policies related to Capitalized software as described in Note 2 of Notes to Consolidated Financial Statements in the Form 10-K.

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Goodwill And Other Intangible Assets Amortization expense and currency translation (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Currency translation	$ (237)	$ 142
Total amortization expense and currency translation	576	834
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangibles	736	649
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangibles	9	5
Existing Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangibles	50	25
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangibles	17	12
Order Backlog [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangibles	$ 1	$ 1

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Acquisition of Kantar Media's U.S. Based Television Measurement Assets (Tables)

9 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Purchase Price Allocation

The preliminary allocation of the purchase price is as follows (dollars in thousands):

				Useful Life
Accounts receivable	$	821		—
Goodwill	129,406			Indefinite
Other intangible assets:
Customer relationships	5,000			10 years
	135,227
Accounts Payable	(543		)	—
Deferred revenue	(71		)	—
	(614		)
	$	134,613

Unaudited Preliminary Pro Forma Results of Operations

Unaudited preliminary pro forma results of operations as if the RPD Business had been acquired as of April 1, 2013, were as follows (in thousands, except for per share amounts):

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2014			2013			2014			2013
Total revenue	$	28,322		$	21,195		$	80,253		$	59,077
Net loss attributable to Rentrak Corporation	(1,868		)	(1		)	(1,952		)	(982		)
Basic earnings per share	(0.12		)	—			(0.13		)	(0.07		)
Diluted earnings per share	(0.12		)	—			(0.12		)	(0.07		)

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Cash flows from operating activities:
Net loss	$ (3,762)	$ (2,220)
Income from discontinued operations, net of income taxes	(988)	(2,228)
Adjustments to reconcile net loss to net cash flows provided by operating activities of continuing operations:
Depreciation and amortization	5,366	4,326
Stock-based compensation	6,900	5,082
Deferred income taxes	1,272	(62)
Loss on disposition of assets	117	0
Realized loss on marketable securities	4	2
Adjustment to allowance for doubtful accounts	(79)	(130)
(Increase) decrease, net of effect of acquisition, in:
Accounts receivable	(6,010)	(1,623)
Taxes receivable and prepaid taxes	122	(237)
Other assets	781	(793)
Increase (decrease), net of effect of acquisition, in:
Accounts payable	1,757	343
Taxes payable	197	(196)
Accrued liabilities and compensation	1,853	4,181
Deferred revenue	460	(761)
Deferred rent	(123)	254
Net cash provided by operating activities of discontinued operations	2,881	5,099
Net cash provided by operating activities	10,748	11,037
Cash flows from investing activities:
Purchase of marketable securities	(69,800)	(6,137)
Sale of marketable securities	7,500	1,000
Payments made to develop intangible assets	(84)	(104)
Purchase of property and equipment	(7,716)	(5,643)
Net cash used in investing activities of discontinued operations	0	(114)
Cash paid for acquisition, net of cash acquired	(207)	(372)
Net cash used in investing activities	(70,307)	(11,370)
Cash flows from financing activities:
Proceeds from issuance of common stock	61,092	1,479
Net cash provided by financing activities	61,092	1,479
Effect of foreign exchange translation on cash	(628)	244
Increase in cash and cash equivalents	905	1,390
Cash and cash equivalents:
Beginning of period	5,102	3,835
End of period	6,007	5,225
Supplemental non-cash information:
Capitalized stock-based compensation	677	870
Common stock used to pay for option exercises	4,108	199
Common stock used to pay for taxes associated with option exercises	990	0
Common stock used to pay for taxes associated with vested restricted stock units	2,611	1,046
Decrease in leasehold improvements related to forgiven loan	0	550
Common stock used to pay for acquisition	$ 114,120	$ 375

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2014	Mar. 31, 2014
Statement of Financial Position [Abstract]
Accounts receivable, allowances for doubtful accounts	$ 83	$ 162
Property and equipment, accumulated depreciation	27,387	23,785
Other intangible assets, accumulated amortization	$ 4,023	$ 3,447
Preferred stock, par value (per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	75,000,000	30,000,000
Common stock, shares issued (in shares)	15,195,000	12,213,000
Common stock, shares outstanding (in shares)	15,195,000	12,213,000

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Line of Credit

9 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Line of Credit

Line of Credit

On December 1, 2014, we renewed our $15.0 million revolving line of credit, extending the maturity to February 1, 2017. Interest accrues on outstanding balances under the line of credit at a rate equal to LIBOR plus 2.0 percent and will be adjusted on a quarterly basis, beginning as of March 31, 2015, based on agreed upon criteria. The maximum interest rate that can be charged is LIBOR plus 2.0 percent and the minimum rate is LIBOR plus 1.5 percent. Fees on the unused portion of the line are accrued at 0.15 percent per annum, and will also be adjusted on a quarterly basis. The maximum fee on the unused portion of the line is 0.25 percent per annum and the minimum rate is 0.10 percent per annum. The agreement provides for letters of credit to be issued, provided that at any time the amount of outstanding letters of credit shall not exceed $1.0 million. The letters of credit are reserved under the line of credit and will reduce the amount available for borrowing. At December 31, 2014, issued and outstanding letters of credit of $0.3 million were reserved against the line of credit, and we had no outstanding borrowings under the agreement. The credit line is secured by substantially all of our assets and includes certain liquidity, asset and financial covenants. As of December 31, 2014, we were in compliance with those covenants.

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Document And Entity Information	9 Months Ended
	Dec. 31, 2014	Feb. 01, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2014
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015
Trading Symbol	rent
Entity Registrant Name	RENTRAK CORP
Entity Central Index Key	0000800458
Current Fiscal Year End Date	--03-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		15,204,978

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Subsequent Events

9 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

We have considered all events that have occurred subsequent to December 31, 2014 and through the date of this filing and, except as set forth below, determined that no additional disclosure is required.

On February 3, 2015, we completed the sale of the PPT^® business to Vobile, the worldwide leader in video and audio content protection, measurement and monetization services, for a total purchase price of $7.0 million. We will receive $1.0 million in cash, a $1.0 million note due in six months and Vobile preferred stock with a $5.0 million liquidation preference.

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Condensed Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				9 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2014		Dec. 31, 2013
Income Statement [Abstract]
Revenue	$ 26,874		$ 19,517		$ 74,459		$ 54,042
Cost of revenue	9,538		6,820		25,182		19,938
Gross margin	17,336		12,697		49,277		34,104
Operating expenses:
Selling, general and administrative	16,383		12,274		43,761		34,460
Research, technology and innovation	3,308		2,265		9,645		6,256
Total operating expenses	19,691		14,539		53,406		40,716
Loss from continuing operations	(2,355)		(1,842)		(4,129)		(6,612)
Other income, net	82		53		122		144
Loss from continuing operations before income taxes	(2,273)		(1,789)		(4,007)		(6,468)
Provision (benefit) for income taxes	377		(758)		743		(2,020)
Loss from continuing operations, net of income taxes	(2,650)		(1,031)		(4,750)		(4,448)
Income from discontinued operations, net of income taxes	332		665		988		2,228
Net loss	(2,318)		(366)		(3,762)		(2,220)
Net loss attributable to noncontrolling interest	(31)		(23)		(135)		(52)
Net loss attributable to Rentrak Corporation	$ (2,287)		$ (343)		$ (3,627)		$ (2,168)
Loss per share from continuing operations attributable to Rentrak Corporation common stockholders:
Basic (usd per share)	$ (0.19)		$ (0.08)		$ (0.36)		$ (0.36)
Diluted (usd per share)	$ (0.19)		$ (0.08)		$ (0.36)		$ (0.36)
Income per share from discontinued operations attributable to Rentrak Corporation common stockholders:
Basic (usd per share)	$ 0.02		$ 0.05		$ 0.08		$ 0.18
Diluted (usd per share)	$ 0.02		$ 0.05		$ 0.08		$ 0.18
Net loss per share attributable to Rentrak Corporation common stockholders:
Basic (usd per share)	$ (0.17)		$ (0.03)		$ (0.28)		$ (0.18)
Diluted (usd per share)	$ (0.17)		$ (0.03)		$ (0.28)		$ (0.18)
Shares used in per share calculations:
Basic (shares)	13,516	[1]	12,181	[1]	12,875	[1]	12,116	[1]
Diluted (shares)	13,516		12,181		12,875		12,116

[1] Includes 178,703 and 184,458 vested cumulative DSUs, respectively, for the three months ended December 31, 2014 and 2013 and 176,701 and 177,648 vested cumulative DSUs, respectively, for the nine months ended December 31, 2014 and 2013 that will not be issued until the directors holding the DSUs retire from our Board of Directors.

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Fair Value Disclosures

9 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures

Fair Value Disclosures

We use a three-tier fair value hierarchy, which prioritizes the inputs used in measuring the fair value of our financial assets and liabilities as follows:

• Level 1 – quoted prices in active markets for identical securities;

• Level 2 – quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose significant inputs are observable; and

• Level 3 – significant unobservable inputs, including our own assumptions in determining fair value.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Following are the disclosures related to our financial assets that are measured at fair value on a recurring basis (dollars in thousands):

	December 31, 2014			March 31, 2014
	Fair Value		Input Level	Fair Value		Input Level
Available-for-sale marketable securities
Fixed-income securities	$	79,011	Level 1	$	16,868	Level 1

The fair value of our “available-for-sale” marketable securities is determined based on quoted market prices for identical securities on a quarterly basis. There were no changes to our valuation methodologies during the first nine months of Fiscal 2015.

Our acquisition of iTVX in August 2013 includes contingent consideration which, if earned, will be paid in January 2016, and is based on future revenue achieved after the completion of approximately 2 years. The range of the undiscounted amounts we could pay under the contingent consideration arrangement is between $0.5 million and $7.0 million. The fair value of the contingent consideration as of the acquisition date was $2.0 million. The contingent consideration payment will be paid in the form of cash (25% of the total contingent consideration) and shares of our common stock (75% of the total contingent consideration).

We estimated the fair value of the contingent consideration using a beta probability distribution approach. Acquisition related contingent consideration liabilities are classified as Level 3 liabilities because we use unobservable inputs to value them, reflecting our assessment of the assumptions market participants would use to value these liabilities. Changes in the fair value of contingent consideration arrangements are recorded as income or expense in our Condensed Consolidated Statements of Operations. In the three and nine month periods ended December 31, 2014, the fair value of the estimated contingent consideration arrangement, as well as the related expense, increased by $0.9 million and $1.0 million, respectively. The increase was a result of an increase in the value of our common stock price and has been included in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. The common stock portion of the contingent consideration arrangement has a fixed price of $21.795 per share, and any fluctuation in our common stock price above or below this amount will affect the fair value of the payment and our results of operations. The fair value of the estimated contingent consideration as of December 31, 2014, was $5.7 million and is included in accrued compensation, long-term in our Condensed Consolidated Balance Sheets. There were no changes to our valuation techniques during the first nine months of Fiscal 2015.

Marketable securities, all of which were classified as “available-for-sale” at December 31, 2014 and March 31, 2014, consisted of the following (dollars in thousands):

	December 31, 2014			March 31, 2014
Available-for-sale marketable securities
Amortized cost	$	79,164		$	16,868
Gross unrecognized holding losses	(153		)	—
Fair value	$	79,011		$	16,868

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Stock-Based Compensation

9 Months Ended

Dec. 31, 2014

Share-based Compensation [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The following table summarizes our stock based grants:

	Three Months Ended		Nine Months Ended
	December 31, 2014		December 31, 2014
Option grant:
Shares granted from 2011 Incentive Plan to non-executive director	—		5,267
Fair market value per share on date of grant	$	—	$	46.92
Expiration period, in years			10
Vesting period, in years			1
Compensation information related to option granted in period(1) (in thousands):
Total valuation, recognized over vesting period	$	—	$	100
Total expected expense to be recognized in Fiscal 2015	$	—	$	64
Expense recognized as a component of operating expenses	$	27	$	36
Restricted Stock (“RSU”) grants:
Units granted from 2011 Incentive Plan	68,522		598,052
Vesting period, in years - high	10		10
Vesting period, in years - low	5		1
Compensation information related to RSUs granted in period (in thousands):
Total fair market value, recognized over vesting period	$	5,553	$	31,614
Total expected expense to be recognized in Fiscal 2015	$	233	$	2,858
Expense recognized as a component of operating expenses	$	52	$	1,799
Expense capitalized in property and equipment, net (2)	$	3	$	81
RSUs vesting in period:	21,025		108,293
Shares withheld in payment for taxes associated with vested RSUs	7,991		49,196
DSU grants:
Units granted from 2011 Incentive Plan to non-executive directors	—		14,917
Vesting period, in years			1
Compensation information related to DSUs granted in period (in thousands):
Total fair market value, recognized over vesting period			$	700
Total expected expense to be recognized in Fiscal 2015			$	445
Expense recognized as a component of operating expenses	$	191	$	255
DSUs converted to common shares in period	—		30,581

(1) Compensation amounts based on Black-Scholes valuation.

(2) Amounts capitalized in accordance with our policies related to Capitalized software as described in Note 2 of Notes to Consolidated Financial Statements in the Form 10-K.

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Fair Value Disclosures (Tables)

9 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Fair value of financial assets

Marketable securities, all of which were classified as “available-for-sale” at December 31, 2014 and March 31, 2014, consisted of the following (dollars in thousands):

	December 31, 2014			March 31, 2014
Available-for-sale marketable securities
Amortized cost	$	79,164		$	16,868
Gross unrecognized holding losses	(153		)	—
Fair value	$	79,011		$	16,868

Following are the disclosures related to our financial assets that are measured at fair value on a recurring basis (dollars in thousands):

	December 31, 2014			March 31, 2014
	Fair Value		Input Level	Fair Value		Input Level
Available-for-sale marketable securities
Fixed-income securities	$	79,011	Level 1	$	16,868	Level 1

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New Accounting Guidance (Policies)

9 Months Ended

Dec. 31, 2014

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Guidance

New Accounting Guidance

ASU 2014-09

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes nearly all existing revenue recognition guidance under US GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We are evaluating our existing revenue recognition policies to determine whether any contracts in the scope of the guidance will be affected by the new requirements. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods therein.

ASU 2014-08

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment” (“ASU 2014-08”). ASU 2014-08 amends the guidance related to reporting for discontinued operations. The amended guidance requires the assets and liabilities of a disposal group be separately presented in the asset and liability sections, respectively, of the statement of financial position. ASU 2014-08 is effective for annual and interim periods for fiscal years beginning after December 15, 2014, and early adoption is permitted. We adopted the provisions of ASU 2014-08 effective as of March 31, 2014, and our adoption did not have a material impact on our financial position, results of operations or cash flows.

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Income Taxes

9 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Our effective tax rates are determined by excluding certain jurisdictions with net losses. Our tax provision for the first nine months of Fiscal 2015 was 18.5% due to the effect of allocations to discontinued operations. Without these allocations, the provision would have been substantially lower due to the offset of both net operating losses and the valuation allowance on deferred taxes.

Our effective tax rate for the first nine months of Fiscal 2014 was a benefit of 31.2%, in part due to allocation to discontinued operations previously described as well as the reduction of our valuation allowance due to the acquisition of deferred tax liabilities as part of our acquisition of iTVX in August 2013.

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Acquisition of Kantar Media's U.S. Based Television Measurement Assets

9 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Acquisition of Kantar Media's U.S. Based Television Measurement Assets

Acquisition of Kantar Media’s U.S. Based Television Measurement Assets

On December 1, 2014, we acquired the U.S. television measurement business of WPP’s Kantar business unit (a unit of Competitive Media Reporting, LLC, an affiliate of WPP plc (“WPP”)). The agreement consists of customer contracts and relationships in the U.S. television measurement market related to television tuning analytics utilizing return path data (the “RPD Business”). The RPD Business is reported as a component of TV Everywhere^™, expands our product and service offerings and provides us with a platform from which we can pursue new business opportunities.

The purchase price for the RPD Business consisted of $0.2 million cash and 1,526,790 shares of unregistered common stock with a fair market value of $114.1 million. We also entered into a Transition Services Agreement that provides certain services to us on a transitional basis.

The purchase consideration was allocated based on the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. The excess of the purchase price over the estimated fair value of the tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. In performing our purchase price allocation, we considered, among other factors, our intention for future use of the acquired assets, analysis of historical financial performance and estimates of future performance of the RPD Business. The fair value of the intangible assets was calculated primarily using an income approach with estimates and assumptions provided by management. The rates utilized to discount net cash flows to their present values were based on a range of discount rates of 13.5% to 15.6%.

On October 8, 2014, we also entered into a stock purchase agreement with WPP Luxembourg Gamma Three S.à r.l., an affiliate of WPP . Pursuant to this agreement, on December 1, 2014, in connection with the closing of the acquisition of the RPD Business, we issued 943,834 shares of unregistered common stock in exchange for $55.8 million in cash. As of the date of issuance, the difference between the fair market value of the shares issued and the cash received was $20.3 million and has been recorded as additional purchase consideration and allocated to goodwill.

The assets purchased and liabilities assumed of the RPD business have been reflected in our Condensed Consolidated Balance Sheet as of December 31, 2014, and the results of operations of the RPD business are included in our Condensed Consolidated Statement of Operations since the closing date of the acquisition. We are in the process of finalizing the purchase accounting related to the acquisition, including goodwill and other intangible assets; thus, the estimated amounts presented herein are subject to change. The preliminary allocation of the purchase price is as follows (dollars in thousands):

				Useful Life
Accounts receivable	$	821		—
Goodwill	129,406			Indefinite
Other intangible assets:
Customer relationships	5,000			10 years
	135,227
Accounts Payable	(543		)	—
Deferred revenue	(71		)	—
	(614		)
	$	134,613

Goodwill of $129.4 million was recorded as a result of consideration paid in excess of the fair value of the net tangible and intangible assets acquired and liabilities assumed, which resulted from the expected future strategic position by eliminating a competitor in the market and anticipated future synergies. Goodwill is not amortized, and will be evaluated annually for potential impairment. In the U.S. goodwill is deductible for income tax purposes.

For the three months ended December 31, 2014, we included $0.8 million in revenue and $0.5 million in net losses related to the RPD Business since the acquisition date. For the three and nine months ended December 31, 2014, we incurred $0.7 million and $1.0 million of acquisition and transition costs, respectively, and for the three months ended December 31, 2014, we incurred amortization expense of $42,000 relating to the intangible assets acquired. These costs are included in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations.

Unaudited preliminary pro forma results of operations as if the RPD Business had been acquired as of April 1, 2013, were as follows (in thousands, except for per share amounts):

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2014			2013			2014			2013
Total revenue	$	28,322		$	21,195		$	80,253		$	59,077
Net loss attributable to Rentrak Corporation	(1,868		)	(1		)	(1,952		)	(982		)
Basic earnings per share	(0.12		)	—			(0.13		)	(0.07		)
Diluted earnings per share	(0.12		)	—			(0.12		)	(0.07		)

This pro forma information is still in the process of finalization; thus, the estimated amounts presented herein are subject to change.

The Company also entered into agreements with GroupM and The Kantar Group, which are related WPP entities, to provide ongoing TV Essentials^® and OnDemand Essentials^® services. We have evaluated the terms and economic benefits of these agreements and have concluded these are not part of the consideration transferred for the RPD Business. As such, we have accounted for these separately from the business combination and in accordance with our revenue recognition policies. Overall, we believe this acquisition and the additional agreements give us better scale to rapidly innovate our products and services in the U.S., and we expect the agreements to produce multiple long-term revenue streams as a result of the company’s expanded relationship with GroupM and WPP.

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Goodwill And Other Intangible Assets

9 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill

The roll-forward of our goodwill was as follows (dollars in thousands):

	Nine Months Ended December 31, 2014
Beginning balance	$	7,034
Acquisition of RPD Business	129,406
Currency translation	(313		)
Ending balance	$	136,127

	Year Ended March 31, 2014
Beginning balance	$	4,998
Acquisition of iTVX	1,888
Currency translation	148
Ending balance	$	7,034

Other Intangible Assets

Other intangible assets and the related accumulated amortization were as follows (dollars in thousands):

	Amortization Period	December 31, 2014			March 31, 2014
Customer relationships	6 to 10 years	$	12,530		$	7,941
Accumulated amortization		(3,750		)	(3,251		)
		8,780			4,690
Trade names	2 to 3 years	75			75
Accumulated amortization		(67		)	(58		)
		8			17
Existing technology	4 years	334			334
Accumulated amortization		(158		)	(108		)
		176			226
Patents	20 years	503			419
Accumulated amortization		(46		)	(29		)
		457			390
Order backlog	1 year	2			2
Accumulated amortization		(2		)	(1		)
		—			1
Global customer relationships	Indefinite	7,400			7,400
Total		$	16,821		$	12,724

Amortization expense and currency translation were as follows (dollars in thousands):

	Nine Months Ended December 31,
	2014			2013
Customer relationships	$	736		$	649
Trade names	9			5
Existing technology	50			25
Patents	17			12
Order backlog	1			1
Currency translation	(237		)	142
	$	576		$	834

Expected amortization expense is as follows over the next five years and thereafter (dollars in thousands):

Fiscal	Customer Relationships		Trade names		Existing Technology		Patents
Remainder of Fiscal 2015	$	363	$	3	$	17	$	6
2016	1,452		5		67		25
2017	1,452		—		67		25
2018	1,338		—		25		25
2019	869		—		—		25
Thereafter	3,306		—		—		351
	$	8,780	$	8	$	176	$	457

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New Accounting Guidance

9 Months Ended

Dec. 31, 2014

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Guidance

New Accounting Guidance

ASU 2014-09

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes nearly all existing revenue recognition guidance under US GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We are evaluating our existing revenue recognition policies to determine whether any contracts in the scope of the guidance will be affected by the new requirements. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods therein.

ASU 2014-08

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment” (“ASU 2014-08”). ASU 2014-08 amends the guidance related to reporting for discontinued operations. The amended guidance requires the assets and liabilities of a disposal group be separately presented in the asset and liability sections, respectively, of the statement of financial position. ASU 2014-08 is effective for annual and interim periods for fiscal years beginning after December 15, 2014, and early adoption is permitted. We adopted the provisions of ASU 2014-08 effective as of March 31, 2014, and our adoption did not have a material impact on our financial position, results of operations or cash flows.

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Goodwill And Other Intangible Assets Goodwill rollforward (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Dec. 31, 2014	Mar. 31, 2014
Goodwill [Roll Forward]
Beginning balance	$ 7,034	$ 4,998
Goodwill acquired	129,406	1,888
Currency translation	(313)	148
Ending balance	$ 136,127	$ 7,034

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Discontinued Operations (Tables)

9 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Schedule of disposal groups, including discontinued operations, income statement, balance sheet, and additional disclosures

Operating results from discontinued operations are included in the Condensed Consolidated Statements of Operations as follows (dollars in thousands):

	Three Months Ended December 31,				Nine Months Ended December 31,
	2014		2013		2014		2013
Revenue	$	7,479	$	12,092	$	23,384	$	35,884
Income from operations	$	562	$	1,147	$	1,688	$	3,842
Other expense	—		—		37		—
Income before income taxes	562		1,147		1,651		3,842
Income tax provision	230		482		663		1,614
Income from discontinued operations, net of income taxes	$	332	$	665	$	988	$	2,228

As of December 31, 2014 and March 31, 2014, assets and liabilities relating to discontinued operations are as follows (dollars in thousands):

	December 31, 2014		March 31, 2014
Accounts receivable, net of allowances of $178 and $218	$	3,812	$	5,015
Other current assets	188		167
Property, plant and equipment, net of accumulated depreciation of $931 and $1,086	120		261
Total assets held for sale	$	4,120	$	5,443
Accounts payable	$	3,600	$	3,009
Accrued liabilities	—		1
Accrued compensation	563		848
Total liabilities held for sale	$	4,163	$	3,858

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Basis of Presentation - (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2014	Mar. 31, 2014
Variable Interest Entity [Line Items]
Stockholders' equity attributable to noncontrolling interest	738	$ 874
Sinotrak
Variable Interest Entity [Line Items]
Ownership interest in Sinotrak, (as a percent)	49.00%

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Condensed Consolidated Statements of Comprehensive Loss (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2014		Dec. 31, 2013
Statement of Comprehensive Income [Abstract]
Net loss	$ (2,318)		$ (366)		$ (3,762)		$ (2,220)
Other comprehensive income (loss):
Foreign currency translation adjustments	(246)		77		(631)		372
Unrealized holding gains (losses) which arose during the period on available-for-sale securities	(122)	[1]	19	[1]	(157)	[1]	(74)	[1]
Recognition of previously unrealized losses on available-for-sale securities included in net loss	4	[2]	0	[2]	4	[2]	2	[2]
Other comprehensive income (loss)	(364)		96		(784)		300
Comprehensive loss	(2,682)		(270)		(4,546)		(1,920)
Comprehensive loss attributable to noncontrolling interest	(31)		(23)		(135)		(52)
Comprehensive loss attributable to Rentrak Corporation	$ (2,651)		$ (247)		$ (4,411)		$ (1,868)

[1] For the three and nine months ended both December 31, 2014 and 2013, the amounts are net of zero deferred taxes

[2] For the three and nine months ended both December 31, 2014 and 2013, the amounts are net of zero deferred tax benefits.

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Discontinued Operations

9 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

During the fourth quarter of Fiscal 2014, we initiated our plan to sell our PPT^® business, which has been a longstanding legacy business of Rentrak and a significant component of the Home Entertainment operating division. Had we decided to retain the line, for the three months ended December 31, 2014 and 2013, it would have represented 21.8% and 38.3%, respectively, of our total revenue, and for the nine months ended December 31, 2014 and 2013, it would have represented 23.9% and 39.9%, respectively, of our total revenue. Our PPT^® business has been in a state of decline due to the decline of physical DVD rentals from retail stores. This strategic decision to sell PPT^® will enable us to focus more fully on the growth of our media measurement business and advanced consumer targeting business. Accordingly, we have restated our financial results, and the PPT^® business is reported as discontinued operations for all periods presented.

Operating results from discontinued operations are included in the Condensed Consolidated Statements of Operations as follows (dollars in thousands):

	Three Months Ended December 31,				Nine Months Ended December 31,
	2014		2013		2014		2013
Revenue	$	7,479	$	12,092	$	23,384	$	35,884
Income from operations	$	562	$	1,147	$	1,688	$	3,842
Other expense	—		—		37		—
Income before income taxes	562		1,147		1,651		3,842
Income tax provision	230		482		663		1,614
Income from discontinued operations, net of income taxes	$	332	$	665	$	988	$	2,228

As of December 31, 2014 and March 31, 2014, assets and liabilities relating to discontinued operations are as follows (dollars in thousands):

	December 31, 2014		March 31, 2014
Accounts receivable, net of allowances of $178 and $218	$	3,812	$	5,015
Other current assets	188		167
Property, plant and equipment, net of accumulated depreciation of $931 and $1,086	120		261
Total assets held for sale	$	4,120	$	5,443
Accounts payable	$	3,600	$	3,009
Accrued liabilities	—		1
Accrued compensation	563		848
Total liabilities held for sale	$	4,163	$	3,858

On February 3, 2015, we finalized our sale of the PPT^® business. See additional information in Note 11.

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Net Loss Per Share Reconciliation of the shares used for the basic loss per share (“EPS”) and diluted EPS calculations (Details)	3 Months Ended				9 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2014		Dec. 31, 2013
Basic EPS:
Weighted average number of shares of common stock outstanding and vested deferred stock units (“DSUs”)	13,516,000	[1]	12,181,000	[1]	12,875,000	[1]	12,116,000	[1]
Diluted EPS:
Effect of dilutive stock options and unvested DSUs	0		0		0		0
Total diluted EPS	13,516,000		12,181,000		12,875,000		12,116,000
Stock Options [Member]
Diluted EPS:
Total outstanding options not included in diluted EPS as they would be antidilutive	2,882,000		2,917,000		2,882,000		2,917,000
Performance Shares [Member]
Diluted EPS:
Performance and market-based grants not included in diluted EPS	1,000		160,000		1,000		160,000
Deferred Stock Unit (DSU) [Member]
Basic EPS:
Vested stock units	178,703		184,458		176,701		177,648

[1] Includes 178,703 and 184,458 vested cumulative DSUs, respectively, for the three months ended December 31, 2014 and 2013 and 176,701 and 177,648 vested cumulative DSUs, respectively, for the nine months ended December 31, 2014 and 2013 that will not be issued until the directors holding the DSUs retire from our Board of Directors.

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Income Taxes (Details)	9 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Effective tax rate	18.50%	(31.20%)

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Net Loss Per Share (Tables)

9 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Reconciliation of the shares used for the basic loss per share (“EPS”) and diluted EPS calculations

Following is a reconciliation of the shares used for the basic loss per share (“EPS”) and diluted EPS calculations (in thousands, except footnote reference):

	Three Months Ended December 31,		Nine Months Ended December 31,
	2014	2013	2014	2013
Basic EPS:
Weighted average number of shares of common stock outstanding and vested deferred stock units (“DSUs”) (1)	13,516	12,181	12,875	12,116
Diluted EPS:
Effect of dilutive stock options and unvested DSUs	—	—	—	—
	13,516	12,181	12,875	12,116
Total outstanding options not included in diluted EPS as they would be antidilutive	2,882	2,917	2,882	2,917
Performance and market-based grants not included in diluted EPS	1	160	1	160

(1) Includes 178,703 and 184,458 vested cumulative DSUs, respectively, for the three months ended December 31, 2014 and 2013 and 176,701 and 177,648 vested cumulative DSUs, respectively, for the nine months ended December 31, 2014 and 2013 that will not be issued until the directors holding the DSUs retire from our Board of Directors.