-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TO5RjDnk9cCgaMjItZyHL1dd7XwZqv/fRd7wPFPNXpAy+rHlPtkSeKfhvLj3c6TQ RqMx2lC8hjwFV7HgOnUQ4A== 0000892917-02-000033.txt : 20020414 0000892917-02-000033.hdr.sgml : 20020414 ACCESSION NUMBER: 0000892917-02-000033 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENTRAK CORP CENTRAL INDEX KEY: 0000800458 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 930780536 STATE OF INCORPORATION: OR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15159 FILM NUMBER: 02543659 BUSINESS ADDRESS: STREET 1: ONE AIRPORT CTR STREET 2: 7700 N E AMBASSADOR PL CITY: PORTLAND STATE: OR ZIP: 97220 BUSINESS PHONE: 5032847581 MAIL ADDRESS: STREET 1: 7227 NE 55TH AVENUE CITY: PORTLAND STATE: OR ZIP: 97218 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL VIDEO INC DATE OF NAME CHANGE: 19881004 10-Q 1 rc10-q4.txt QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended: December 31, 2001 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: 0-15159 RENTRAK CORPORATION (Exact name of registrant as specified in its charter) OREGON 93-0780536 (State or other jurisdiction of (IRS Employer incorporation or organization) 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 ( ) As of January 31, 2002, the Registrant had 9,723,233 shares of Common Stock outstanding. PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of December 31, 2001 and March 31, 2001 Consolidated Statements of Income for the three-month periods ended December 31, 2001 and December 31, 2000 Consolidated Statements of Income for the nine-month periods ended December 31, 2001 and December 31, 2000 Consolidated Statements of Cash Flows for the nine-month periods ended December 31, 2001 and December 31, 2000 Notes to Consolidated Financial Statements 2 RENTRAK CORPORATION CONSOLIDATED BALANCE SHEETS ASSETS
(UNAUDITED) December 31, March 31, 2001 2001 ----------------------------------------- CURRENT ASSETS: Cash and cash equivalents $ 12,807,203 $ 3,322,917 Accounts receivable, net of allowance for doubtful accounts of $2,022,596 and $2,090,075 9,215,648 11,151,817 Advances to program suppliers 1,807,162 1,328,165 Inventory 2,767,598 3,514,354 Income tax receivable 317,310 279,160 Deferred tax asset 1,246,874 7,319,266 Other current assets 2,306,746 3,291,915 ----------------------------------------- Total current assets 30,468,541 30,207,594 ----------------------------------------- PROPERTY AND EQUIPMENT, net 4,631,883 4,439,773 DEFERRED TAX ASSET 3,930,869 2,419,634 OTHER ASSETS 1,093,386 2,059,247 ----------------------------------------- TOTAL ASSETS $ 40,124,679 $ 39,126,248 =========================================
The accompanying notes are an integral part of these consolidated balance sheets. 3 RENTRAK CORPORATION CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY
(UNAUDITED) December 31, March 31, 2001 2001 -------------------------------------------- CURRENT LIABILITIES: Line of credit $ - $ 1,917,705 Accounts payable 20,097,411 18,699,289 Accrued liabilities 2,728,302 3,418,043 Accrued compensation 1,493,879 1,127,785 Current portion of deferred revenue 409,086 1,245,643 Net current liabilities of discontinued operations 44,985 156,046 -------------------------------------------- Total current liabilities 24,773,663 26,564,511 -------------------------------------------- LONG-TERM LIABILITIES: Deferred Revenue 94,778 379,104 Other 518,510 795,875 -------------------------------------------- Total long-term liabilities 613,288 1,174,979 -------------------------------------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value; Authorized: 10,000,000 shares - - Common stock, $.001 par value; Authorized: 30,000,000 shares Issued and outstanding: 9,695,185 shares at December 31, 2001 and 12,235,621 shares at March 31, 2001 9,696 12,236 Capital in excess of par value 41,048,198 52,471,599 Notes receivable (377,565) (7,728,189) Cumulative other comprehensive income (loss) - (49,572) Accumulated deficit (25,572,601) (32,904,316) Less - Deferred charge - warrants (370,000) (415,000) -------------------------------------------- 14,737,728 11,386,758 -------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 40,124,679 $ 39,126,248 ============================================
The accompanying notes are an integral part of these consolidated balance sheets. 4 RENTRAK CORPORATION CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED) Three Months Ended December 31, 2001 2000 --------------------------------------------------- REVENUES: PPT $ 17,945,185 $ 22,006,428 Other 8,487,101 10,778,201 --------------------------------------------------- 26,432,286 32,784,629 --------------------------------------------------- OPERATING COSTS AND EXPENSES: Cost of sales 21,182,170 26,153,235 Selling, general, and administrative 4,017,915 6,112,165 --------------------------------------------------- Net (gain) expense from litigation settlement - - --------------------------------------------------- 25,200,085 32,265,400 --------------------------------------------------- INCOME FROM OPERATIONS 1,232,201 519,229 --------------------------------------------------- OTHER INCOME (EXPENSE): Interest income (24,538) 16,939 Interest expense (1,896) (191,752) Gain (loss) on Investment Securities - - Other 2,366,496 - --------------------------------------------------- 2,340,062 (174,813) --------------------------------------------------- INCOME BEFORE INCOME TAX PROVISION 3,572,263 344,416 INCOME TAX PROVISION 1,333,575 114,906 --------------------------------------------------- NET INCOME $ 2,238,688 $ 229,510 =================================================== EARNINGS PER SHARE: --------------------------------------------------- Basic: $ 0.23 $ 0.02 --------------------------------------------------- Diluted: $ 0.23 $ 0.02 ===================================================
The accompanying notes are an integral part of these consolidated statements. 5 RENTRAK CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended December 31, 2001 2000 ---------------------------------------------------- REVENUES: PPT $ 53,258,147 $ 61,877,737 Other 25,884,959 25,277,071 ---------------------------------------------------- 79,143,106 87,154,808 ---------------------------------------------------- OPERATING COSTS AND EXPENSES: Cost of sales 57,847,770 71,970,164 Selling, general, and administrative 17,245,635 29,731,378 Net gain from litigation settlement - (225,000) ---------------------------------------------------- 75,093,405 101,476,542 ---------------------------------------------------- INCOME (LOSS) FROM OPERATIONS 4,049,701 (14,321,734) ---------------------------------------------------- OTHER INCOME (EXPENSE): Interest income 165,425 273,145 Interest expense (10,872) (541,273) Gain (loss) on Investment Securities - Other 7,717,233 - ---------------------------------------------------- 7,871,786 (268,128) ---------------------------------------------------- INCOME (LOSS) BEFORE INCOME TAX PROVISION (BENEFIT) 11,921,487 (14,589,862) INCOME TAX PROVISION (BENEFIT) 4,589,772 (5,500,378) ---------------------------------------------------- NET INCOME (LOSS) $ 7,331,715 $ (9,089,484) ==================================================== EARNINGS (LOSS) PER SHARE: ---------------------------------------------------- Basic: $ 0.69 $ (0.76) ---------------------------------------------------- Diluted: $ 0.68 $ (0.76) ====================================================
The accompanying notes are an integral part of these consolidated statements. 6 RENTRAK CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) Nine Months Ended December 31, -------------------------------------------- 2001 2000 -------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ 7,331,715 $ (9,089,484) Adjustments to reconcile income (loss) to net cash provided by (used in) operating activities (Gain) loss on investments (3,720,613) 597,124 Depreciation and amortization 945,930 946,238 Amortization of warrants 45,000 353,493 Provision (recovery) for doubtful accounts and other assets (415,247) 8,710,275 Reserves on advances to program suppliers 1,488,601 - Deferred income taxes 4,531,149 (6,363,658) Change in specific accounts: Accounts receivable 2,351,416 (1,713,010) Advances to program suppliers (1,967,598) (302,990) Inventory 746,756 (338,629) Income tax receivable (38,150) (491,083) Notes receivable - 4,061,618 Other current assets 985,169 (719,467) Accounts payable 1,398,122 (1,263,109) Accrued liabilities & compensation (323,647) 537,388 Deferred revenue and other liabilities (1,398,248) 1,468,829 Notes payable - (500,000) Net current liabilities of discontinued operations (111,061) (253,932) -------------------------------------------- Net cash provided by (used in) operations 11,849,294 (4,360,397) -------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (1,141,520) (1,924,917) Proceeds from sale of investments 4,377 1,594,812 Reduction (addition) of other assets and investments 874,657 (609,740) -------------------------------------------- Net cash used in investing activities (262,486) (939,845) --------------------------------------------
7
CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (payments) under line of credit (1,917,705) 3,999,114 Repurchase of common stock (598,857) - Issuance of common stock 277,480 314,550 Issuance of common stock to non-employees 136,560 - ---------------------------------------- Net cash provided by (used in) financing activities (2,102,522) 4,313,664 ---------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 9,484,286 (986,578) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,322,917 4,028,271 ---------------------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,807,203 $ 3,041,693 ======================================== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for - Interest $28,929 $111,829 Income taxes paid, net of refunds received 86,829 769,084 NON-CASH TRANSACTIONS Change in unrealized gain (loss) on investment securities, net of tax 49,572 (197,105) Notes issued, net of cancellation for common stock (7,350,624) 7,728,189 Repurchase of common stock from sale of asset 3,890,500 -
The accompanying notes are an integral part of these consolidated statements. 8 RENTRAK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A: Basis of Presentation The accompanying unaudited Consolidated Financial Statements of RENTRAK CORPORATION (the "Company"), 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 generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The results of operations for the three-month and nine- month periods ended December 31, 2001 are not necessarily indicative of the results to be expected for the entire fiscal year ending March 31, 2002. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes thereto included in the Company's 2001 Annual Report to Shareholders. Certain prior year information has been reclassified to conform to current year presentation. The Consolidated Financial Statements reflect, in the opinion of management, all material adjustments (which, except as disclosed, include only normal and recurring adjustments) necessary to present fairly the Company's financial position and results of operations. The Consolidated Financial Statements include the accounts of the Company, its majority owned subsidiaries, and those subsidiaries in which the Company has a controlling interest after elimination of all inter-company accounts and transactions. Investments in affiliated companies owned 20 to 50 percent are accounted for by the equity method. During the nine-month period ended December 31, 2001, the FASB issued Statement of Financial Accounting Standard No. 141 "Business Combinations" (SFAS 141), effective July 1, 2001, Statement of Financial Accounting Standard No. 142 "Goodwill and Other Intangibles" (SFAS 142), effective for fiscal year ending March 31, 2003, Statement of Financial Accounting Standard No. 143 "Accounting for Asset Retirement Obligations" (SFAS 143), effective for fiscal year ending March 31, 2004, and Statement of Financial Accounting Standard No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144), effective fiscal year ending March 31, 2003. The Company expects that adoption of SFAS 141, SFAS 142, and SFAS 143 will not have a material impact on the Company's financial condition or results of operations. The Company is in the process of evaluating the financial statement impact of SFAS 144. NOTE B: Net Income (Loss) Per Share Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the periods. Diluted earnings (loss) per common share is computed on the basis of the weighted average shares of common stock outstanding plus common equivalent shares arising from dilutive stock options and warrants. 9 The weighted average number of shares of common stock and equivalents and net income (loss) used to compute basic and diluted earnings per share for the three and nine-month periods ended December 31, 2001 and 2000 were as follows:
3-Months Ended 9-Months Ended December 31, 2001 December 31, 2001 ------------------------------- -------------------------- Basic Diluted Basic Diluted ----- ------- ----- ------- Weighted average number of shares of common stock outstanding used to compute basic earnings (loss) per common share 9,676,636 9,676,636 10,632,555 10,632,555 Dilutive effect of exercise of stock options and warrants -- 167,305 -- 45,517 ----------- ------------ ----------- ------------ Weighted average number of shares of common stock used to compute diluted earnings (loss) per common share outstanding and common stock equivalents 9,676,636 9,843,941 10,632,555 10,718,668 =========== ============ =========== ============ Net Income (loss) used in basic and diluted earnings (loss) per common share $ 2,238,688 $ 2,238,688 $ 7,331,715 $ 7,331,715 =========== ============ =========== ============ Earnings (loss) per common share $ 0.23 $ 0.23 $ 0.69 $ 0.68 =========== ============ =========== ============
3-Months Ended 9-Months Ended December 31, 2000 December 31, 2000 -------------------------------- -------------------------- Basic Diluted Basic Diluted ----- ------- ----- ------- Weighted average number of shares of common stock outstanding used to compute basic earnings (loss) per common share 12,519,199 12,519,199 11,903,240 11,903,240 Dilutive effect of exercise of stock options and warrants -- -- -- -- ---------- ---------- ---------- ------------ Weighted average number of shares of common stock used to compute diluted earnings (loss) per common share outstanding and common stock equivalents 12,519,199 12,519,199 11,903,240 11,903,240 ========== ========== =========== ============ Net Income (loss) used in basic and diluted earnings (loss) per common share $ 229,510 $ 229,510 $(9,089,484) $(9,089,484) =========== ========== =========== ============ Earnings (loss) per common share $ 0.02 $ 0.02 ($ 0.76) ($ 0.76) =========== ========== =========== ============
Options and warrants to purchase 2,180,708 and 3,416,615 shares of common stock for the quarters ended December 31, 2001 and 2000, respectively, and 2,615,144 shares for the nine-month period ended December 31, 2001, were outstanding but were not included in the computation of diluted EPS because the exercise prices of the options and warrants were greater than the average market price of the common shares. Options and warrants to purchase 3,196,641 shares for the nine-month period ended December 31, 2000, were outstanding but were not included in the computation of diluted EPS because their effect would be antidilutive due to a loss for the period. NOTE C: Business Segments, Significant Suppliers and Major Customer The Company classifies its services in three segments, PPT, 3PF.COM, Inc. ("3PF") and Other. Under its Pay-Per-Transaction (PPT) revenue sharing program, the Company enters into contracts to lease videocassettes from program suppliers (producers of motion pictures and licensees and distributors of home video cassettes) which are then leased to retailers for a percentage of the rentals charged by the retailers. 3PF is a subsidiary of the Company which provides order processing, fulfillment and inventory management services. Other includes the operations of BlowOut Video, a video retail subsidiary, ForMovies.Com, an internet service, and amounts received pursuant to royalty agreements, primarily from a previous agreement with Rentrak Japan (See Note H.). 10 Business Segments - ----------------- Following are the revenues, income (loss) from operations and identifiable assets of the Company's business segments for the periods indicated (unaudited): RENTRAK CORPORATION BUSINESS SEGMENTS - CONTINUING OPERATIONS FOR THE PERIOD ENDING DECEMBER 31, 2001 VS. DECEMBER 31, 2000 (UNAUDITED)
Nine Months Ended December Nine Months Ended December Three Months Ended Three Months Ended 31, 2001 31, 2000 December 31, 2001 December 31, 2000 ------------------------------------------------------------------------------------------------------ REVENUES: (1) PPT $53,582,282 $62,431,467 $18,051,116 $22,147,747 3PF.COM, Inc. (2) 13,629,350 16,474,335 6,353,023 7,510,716 OTHER 14,072,070 10,217,126 2,742,768 3,432,694 ----------------------------------------------------------------------------------------------- $81,283,702 $89,122,928 $27,146,907 $33,091,157 =============================================================================================== INCOME (LOSS) FROM OPERATIONS: (1) PPT $1,650,677 ($11,938,326) ($455,630) ($100,144) 3PF.COM, Inc. (3,600,959) (3,351,127) 819,070 (911,298) OTHER 5,999,983 1,268,292 868,760 1,831,244 ----------------------------------------------------------------------------------------------- $4,049,701 ($14,021,161) $1,232,200 $819,802 =============================================================================================== IDENTIFIABLE ASSETS: (1) PPT $40,596,396 $44,377,347 3PF.COM, Inc. 7,857,397 9,153,162 OTHER 5,105,181 6,830,542 ------------------------------------------- $53,558,974 $60,361,051 ===========================================
(1) Total amounts differ from those reported on the consolidated financial statements, as intercompany transactions are not eliminated for segment reporting purposes. (2) 3PF's revenues related to the shipment of cassettes to PPT customers were $608,690 and $1,109,680 for the three month periods ended December 31, 2001 and 2000, respectively, and $1,816,461 and $2,555,796 for the nine-month periods ended December 31, 2001 and 2000, respectively. For the three-month period ended December 31, 2001, the Company had one program supplier whose product generated 20 percent and a second that generated 16 percent of Rentrak revenue. No other program supplier provided product that generated more than 10 percent of revenue for the three-month period ended December 31, 2001. One customer accounted for 11 percent of the Company's revenue in the three-month period ended December 31, 2001. No other customer accounted for more than 10 percent of the Company's revenue in the three-month period ended December 31, 2001. For the nine-month period ended December 31, 2001, the Company had one program supplier whose product generated 18 percent, a second that generated 14 percent, and a third that generated 11 11 percent of Rentrak revenue. No other program supplier provided product that generated more than 10 percent of revenue for the nine-month period ended December 31, 2001. For the three-month period ended December 31, 2000, the Company had one program supplier whose product generated 20 percent, a second that generated 16 percent, and a third that generated 12 percent of Rentrak revenue. For the nine-month period ended December 31, 2000, the Company had one program supplier whose product generated 18 percent, a second that generated 17 percent, and a third that generated 14 percent of Rentrak revenue. No other program supplier provided product that generated more than 10 percent of revenue for the three or nine-month periods ended December 31, 2000. No customer accounted for more than 10 percent of the Company's revenue in the three and nine-month periods ended December 31, 2000. NOTE D: Discontinued Operations On November 26, 1996, the Company made a distribution to its shareholders of 1,457,343 shares of common stock of BlowOut Entertainment, Inc. ("BlowOut"). The operations of BlowOut were reflected as discontinued operations in the March 31, 1996 consolidated financial statements. On March 22, 1999, BlowOut filed for Chapter 11 of the Federal Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. At that same time BlowOut filed a motion to sell substantially all the assets of BlowOut. The sale to a third party video retailer was approved by the Bankruptcy Court on May 10, 1999, and closed on May 17, 1999. The Company was the principal creditor of BlowOut. In 1996, the Company had agreed to guarantee up to $7 million of indebtedness of BlowOut ("Guarantee"). Pursuant to the terms of the Guarantee, the Company agreed to guarantee any amounts outstanding under BlowOut's credit facility. As the proceeds from the sale of the BlowOut assets were not sufficient to cover the amounts due under this facility, the Company, pursuant to the Guarantee, agreed to a payment plan to fulfill BlowOut's obligation under its credit facility. The amount remaining payable at December 31, 2001 is approximately $75,000. Net current liabilities of discontinued operations at December 31, 2001 and March 31, 2001, relate to amounts to be paid pursuant to the Guarantee, net of tax benefit. NOTE E: Customer Agreement In June 2000, the Company entered into an agreement with one of its customers, modifying an existing contract. Under terms of the agreement the customer made a payment to the Company in the amount of $2.5 million, subject to the resolution of certain issues. On March 31, 2001, the Company entered into a settlement agreement with the customer whereby $1.6 million of the $2.5 million payment was determined to be consideration for cancellation of certain rights of the Company under the existing contract, while the balance of $0.9 million was to be held by the Company as a deposit to be applied to future receivables generated by the customer. The $0.9 million deposit is being allocated towards future receivables at the rate of $75,000 per quarter, beginning 12 with the quarter ended March 31, 2001. The long-term portion of this credit has been included in other long-term liabilities on the Company's balance sheet. NOTE F: Related Party Transactions On June 16, 2000, the Company loaned a total of $8,097,636 to two of its officers (including a now former officer described below) to purchase 1,663,526 shares of common stock upon exercise of their employee stock options. During the three-month period ended December 31, 2000, the Company and one of these officers terminated the stock exercise agreement for 301,518 shares of stock and corresponding loan in the amount of $1,468,250. At various times during the three-month period ended September 30, 2000, the Company loaned an additional $1,343,743 to some of its officers to purchase 283,277 shares of stock upon exercise of their employee stock options. During the three-month period ended December 31, 2000, the Company and one of these officers terminated the stock exercise agreement for 50,535 shares of stock and corresponding loan in the amount of $244,940. The loans bear interest at the federal funds rate in effect on the date of the loan (6.5%) and interest is payable annually. The principal amount of the loans is due on the earliest to occur of: (1) one year prior to the expiration of the term of the borrower's current employment agreement with Rentrak, (2) one year after the borrower leaves Rentrak's employment unless such departure follows a "change of control" (as defined in the loan agreements), (3) five years from the date of the loan, or (4) one year from the date of the borrower's death. The loans are secured by the stock purchased. The loans are without recourse (except as to the stock securing the loans) as to principal and are with full recourse against the borrower as to interest. As a result, the Company is not accruing interest on these loans. In accordance with generally accepted accounting principles, the notes receivable arising from these transactions are presented as deductions from stockholders' equity. During the three-month period ended September 30, 2001, a former officer of the Company, who was loaned, on June 16, 2000, $6,629,386 to purchase 1,362,008 shares of stock upon exercise of his employee stock options and, during the quarter ended September 30, 2000, was loaned $721,238 to purchase 133,742 shares of stock upon exercise of his employee stock options, terminated his agreements with the Company. Accordingly, the common stock and related notes receivable totaling $7,350,624 were reversed in a non-cash transaction. NOTE G: Line of Credit In May 2000 the Company obtained a new line of credit with a lender in an amount not to exceed the lesser of (a) $12 million or (b) the sum of 85% of the net amount of eligible accounts receivable. Interest under the line is payable monthly at the bank's prime rate plus 1/4 percent (5.00 percent at December 31, 2001). The line is secured by substantially all of the Company's assets. The terms of the credit agreement include financial covenants requiring: (1) $15 million of tangible net worth to be maintained at all times; (2) a consolidated net profit to be achieved each fiscal year equal to or exceeding $1.00 and (3) $5 million of working capital to be maintained at all times. The agreement also restricts the amount of loans and indebtedness and limits the payment of dividends on the Company's stock, among other requirements. This agreement expires in May 2005. 13 Based upon the financial results reported as of December 31, 2001 and for the three-month period then ended, the Company has determined it is out of compliance with one financial covenant as of December 31, 2001. The Company is in the process of obtaining waivers of non-compliance for this financial covenant as of December 31, 2001 and for the three-month period then ended. The Company previously obtained waivers of non-compliance with this financial covenant for each of the preceding four quarters. The Company has initiated discussions of these covenants with its lender and is seeking covenant modifications, as necessary. Based upon discussions between the Company and its lender, the Company believes it will successfully receive current and future waivers and/or covenant modifications and will have sufficient cash resources to repay any outstanding borrowings as due. At December 31, 2001 and February 13, 2002, the Company had no outstanding borrowings under this agreement. NOTE H: Rentrak Japan Agreement Effective April 2, 2001, the Company and Rentrak Japan entered into a restructuring of their business relationship as evidenced by execution of an Agreement Concerning Changes to the Business Cooperation Agreement. Pursuant to this agreement, the Company transferred exclusive rights to implement its Pay-Per-Transaction (PPT) system within specified countries in the Far East, including related trademark and other intellectual property rights, to Rentrak Japan. In exchange for the transfer, Rentrak Japan made a lump sum cash payment of $5.65 million to the Company and released certain of the Company's payment obligations totaling $2.1 million in April 2001. As part of the transaction, Rentrak Japan's obligation to pay annual royalties to Rentrak in connection with use of its PPT system was terminated. $6.4 million of the above amounts was recorded as revenue consistent with the historical treatment of royalty payments. The remaining balance of $5.6 million was recorded as a gain and is included in other income for the nine months ended December 31, 2001. The Company concurrently sold to So-Tsu Co. Ltd. ("So-Tsu"), which owns a controlling interest in Rentrak Japan, 300,000 shares of its Rentrak Japan stock, or approximately 5.6 percent of the outstanding Rentrak Japan shares, for a price of $4.0 million in April 2001. The Company also repurchased from Rentrak Japan 614,000 shares of the Company's common stock for a price of $2.4 million, or $3.875 per share. The Company repurchased an additional 390,000 shares of its common stock for the same price per share, or a total of $1.5 million, from Culture Convenience Club Co., Ltd., also under the control of So-Tsu. The Company received the right, which was exercised in October 2001, to sell its remaining 180,000 shares of Rentrak Japan stock, representing approximately 3.4 percent of the outstanding Rentrak Japan shares, for approximately $2.4 million in total. This sale was recorded as a gain and is included in other income. During fiscal year 2000, Rentrak Japan loaned 120 million yen (approximately $200,000) to Rentrak UK. The loan was non-interest bearing and was forgiven in connection with the April 2001 restructuring. During the term of the loan, Rentrak Japan was entitled to 10 percent of the Company's share in Rentrak UK royalties. No such share of royalties was earned by or paid to Rentrak Japan during fiscal year 2001. 14 The Company sold to So-Tsu 1 percent of the Company's equity interest in 3PF for a cash payment of $1.0 million received in May 2001. The Company received a total of $6.7 million in net cash payments in April and May 2001 in connection with the restructuring and it received the remaining $2.4 million in net cash payments in October 2001, as a result of the sale of its remaining Rentrak Japan stock. At December 31, 2001 all transactions contained within this agreement have been completed. NOTE I: Stockholders' Equity At December 31, 2001, total stockholders' equity was $14.7 million, an increase of $3.3 million from the $11.4 million at March 31, 2001. Common stock and capital in excess of par value decreased, on a combined basis, $11.4 million from $52.5 million at March 31, 2001 to $41.1 million at December 31, 2001 primarily due to: (i) the repurchase of stock from Rentrak Japan (See Note H.); (ii) the repurchase of additional stock under the Company's stock repurchase program; and (iii) the termination of loan agreements by a former officer of the Company for purchase of shares in conjunction with the exercise of employee stock options (See Note F.). Notes receivable decreased from ($7.7) million at March 31, 2001 to ($0.4) million at December 31, 2001 in conjunction with the termination of the loan agreements noted above. Accumulated deficit decreased $7.3 million from $32.9 million at March 31, 2001 to $25.6 million at December 31, 2001 due to the net income from the nine-month period. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward Looking Statements Certain information included in Management's Discussion and Analysis of Financial Condition and Results of Operations constitute forward-looking statements that involve a number of risks and uncertainties. Forward looking statements are identified by the use of forward-looking words such as "may", "will", "expects", "intends", "anticipates", "estimates", or "continues" or the negative thereof or variations thereon or comparable terminology. The following factors are among the factors that could cause actual results to differ materially from the forward-looking statements: the Company's ability to continue to market the Pay Per Transaction ("PPT") System successfully, the financial stability of participating retailers and their performance of their obligations under the PPT System, non-renewal of the Company's line of credit, business conditions and growth in the video industry and general economic conditions, both domestic and international, competitive factors, including increased competition, expansion of revenue sharing programs other than the PPT System by program suppliers, new technology, and the continued availability of prerecorded videocassettes ("Cassettes") from program 15 suppliers. Such factors are discussed in more detail in the Company's 2001 Annual Report to Shareholders. Results of Operations - --------------------- For the three-month period ended December 31, 2001, total revenue decreased $6.4 million, or 20 percent, to $26.4 million from $32.8 million for the three-month period ended December 31, 2000. For the nine-month period ended December 31, 2001, total revenue decreased $8.1 million, or 9 percent, to $79.1 million from $87.2 million for the nine-month period ended December 31, 2000. Total revenue includes the following PPT Program fees: application fees generated when retailers are approved for participation in the PPT System; order processing fees generated when Cassettes are ordered by and distributed to retailers; transaction fees generated when retailers rent Cassettes to consumers; sell-through fees generated when retailers sell Cassettes to consumers; access usage fees generated when participating retailers use the PPT system; and buy out fees generated when retailers purchase Cassettes at the end of the lease term. In addition, total revenue includes the following: (i) charges to customers of the Company's subsidiary 3PF, which provides order processing, fulfillment and inventory management services, (ii) sales of Cassettes through the Company's retail subsidiary BlowOut Video, (iii) charges for internet services provided by ForMovies.Com, and (iv) royalty payments primarily from Rentrak Japan (See Note H.). The decrease in total revenues for the three-month period ended December 31, 2001 is primarily due to: (i) a decrease in PPT revenues due to lower transaction fees as a result of decreased rentals of Cassettes by retailers to consumers based upon the quality and timing of the release of titles and due to lower order processing fees as the result of a reduction in Cassettes shipped under the PPT System; (ii) program suppliers engaging in direct revenue sharing with the larger chains; (iii) a decrease in revenues related to 3PF's services, resulting primarily from the loss of a key customer; (iv) the discontinuance of royalty revenues from Rentrak Japan (See Note H.); and (v) a decrease in business activity and revenue from the Company's subsidiary BlowOut Video. The decrease in total revenues for the nine-month period ended December 31, 2001 is primarily due to: (i) a decrease in revenues related to 3PF's services, resulting primarily from the loss of a key customer; (ii) program suppliers engaging in direct revenue sharing with the larger chains; and (iii) the number, timing and quality of titles released to the PPT System in the initial months of the nine-month period ended December 31, 2001. PPT revenues for the nine-month period ended December 31, 2001 decreased to $53.3 million from $61.9 million for the nine-month period ended December 31, 2000, a decrease of $8.6 million, or 14 percent. 3PF revenues for the nine-month period ended December 31, 2001 decreased to $13.6 million from $16.5 million for the nine-month period ended December 31, 2000, a decrease of $2.9 million, or 18 percent. The discontinuance of royalty revenues from Rentrak Japan (See Note H.) in April 2001, as well as a decrease in business activity and revenue from the Company's subsidiary 16 BlowOut Video, also contributed to the decrease in revenues during the nine-month period ended December 31, 2001. These reductions in revenue were partially offset by the recognition of $6.4 million in revenue during the three-month period ended June 30, 2001 related to an agreement between the Company and Rentrak Japan (See Note H.). Cost of sales for the three-month period ended December 31, 2001 decreased to $21.2 million from $26.2 million for the three-month period ended December 31, 2000, a decrease of $5.0 million, or 19 percent. This decrease is primarily attributable to the $6.4 million decrease in total revenue for the three-month period ended December 31, 2001 offset by increased cost of sales of 3PF as the result of the addition of more labor intensive customers and the cost of new warehousing with no additional revenues. Cost of sales as a percent of total revenues remained constant at 80% for the three-month periods ended December 31, 2001 and December 31, 2000. Cost of sales for the nine-month period ended December 31, 2001 decreased to $57.9 million from $72.0 million for the nine-month period ended December 31, 2000, a decrease of $14.1 million, or 20 percent. Cost of sales as a percent of total revenues, excluding the $6.4 million in revenue related to the business restructuring with Rentrak Japan noted above, was 80% for the nine-month period ended December 31, 2001, compared to 83% for the nine-month period ended December 31, 2000. As a result, the gross profit margin remained constant at 20 percent in the three-month periods ended December 31, 2001 and December 31, 2000. Excluding the $6.4 million in revenue related to the business restructuring with Rentrak Japan noted above, the gross profit margin increased to 20 percent in the nine-month period ended December 31, 2001 from 17 percent in the nine-month period ended December 31, 2000. Selling, general and administrative expenses were $4.0 million for the three-month period ended December 31, 2001, compared to $6.1 million for the three-month period ended December 31, 2000, a decrease of $2.1 million, or 34 percent. The decrease in selling, general and administrative expenses is primarily due to: (i) the provision of a specific reserve in the amount of approximately $0.7 million for the anticipated non-collection of one of 3PF's trade accounts due the Company as the result of a bankruptcy filing by a customer during the three-month period ended December 31, 2000; (ii) the recovery, during the three-month period ended December 31, 2001, of a specific reserve established during the three-month period ended June 30, 2001 in the amount of approximately $0.9 million for the anticipated non-collection of one of 3PF's trade accounts due the Company as the result of a bankruptcy filing by a customer in May 2001; and (iii) reduced costs as a result of the closure of 3PF's administrative office in Skokie, Illinois in April 2001. Selling, general and administrative expenses were $17.2 million for the nine-month period ended December 31, 2001, compared to $29.7 million for the nine-month period ended December 31, 2000, a decrease of $12.5 million, or 42 percent. The decrease in selling, general and administrative expenses is primarily due to: (i) approximately $11.3 million in various nonrecurring items reported in the three-month period ended September 30, 2000; (ii) the provision of a specific reserve in the amount of approximately $0.7 million for the anticipated non-collection of one of 3PF's 17 trade accounts due the Company as the result of a bankruptcy filing by a customer during the three-month period ended December 31, 2000; and (iii) the reduction of approximately $0.6 million in costs associated with the restructuring of the operations of Rentrak UK and BlowOut Video during the nine-month period ended December 31, 2001. Operating Income for the three-month period ended December 31, 2001, was approximately $1.2 million compared to $0.5 million for the three-month period ended December 31, 2000, primarily attributable to the recovery of receivables due from a customer in bankruptcy (included in SG&A above) during this time period, offset by the reduction in gross profit margin due to the decline in total revenue noted above. Operating Income for the nine-month period ended December 31, 2001, excluding the effect of the $6.4 million in revenue noted above from the business restructuring with Rentrak Japan, and the selling, general and administrative expenses associated with this agreement, was a loss of approximately $2.0 million, compared to an operating loss of approximately $14.3 million for the nine-month period ended December 31, 2000. This change was primarily due to the decreased selling, general and administrative expenses for the nine-month period ended December 31, 2001 noted above. Other Income (Expense) increased from an expense of approximately $175,000 for the three-month period ended December 31, 2000 to income of approximately $2.4 million for the three-month period ended December 31, 2001, primarily due to the $2.4 million net cash payment received by the Company from Rentrak Japan in October 2001 (See Note H.) and no interest expense on the line of credit for the three-month period ended December 31, 2001 as the Company has had no outstanding balance on its line of credit from March 31, 2001 to date. Other Income (Expense) increased from an expense of approximately $268,000 for the nine-month period ended December 31, 2000 to income of approximately $7.9 million for the nine-month period ended December 31, 2001, primarily due to the recognition of $8.0 million in other income related to an agreement between the Company and Rentrak Japan (See Note H.) and no interest expense on the line of credit. The effective tax rate during the three and nine-month periods ended December 31, 2001 was 37% and 39%, respectively, compared to 33% and 38%, respectively, during the three and nine-month periods ended December 31, 2000. As a result, for the three-month period ended December 31, 2001, the Company recorded net income of $2.2 million, or 8 percent of total revenue, compared to a net income of $0.2 million, or less than 1 percent of total revenue, in the three-month period ended December 31, 2000. For the nine-month period ended December 31, 2001, the Company recorded net income of $7.3 million, or 9 percent of total revenue, compared to a loss of $9.1 million, or 10 percent of total revenue, in the nine-month period ended December 31, 2000. A significant amount of the increase in net income during the three-month and nine-month periods ended December 31, 2001 is attributable to the financial impact of the business restructuring between the Company and Rentrak Japan (See Note H.). As noted above under Business Segments, 3PF has generated a $3.6 million loss from operations for the nine-month period ended December 31, 2001. Management is in 18 the process of evaluating alternatives for excess warehouse capacity and intensifying efforts to increase revenue and improve cash flow. These alternatives may include, but not be limited to, sublease of warehouse capacity as well as disposal of related operating equipment. No assurance can be given that the results of actions taken will result in improvements in earnings sufficient to yield positive cash flow. As of December 31, 2001 no decisions have been made as to the ultimate course of action the Company will take. Management expects to have a plan of action in place no later than fiscal year-end 2002, including an assessment of the effect of its decisions on results of operations, if any. Financial Condition - ------------------- At December 31, 2001, total assets were $40.1 million, an increase of $1.0 million from $39.1 million at March 31, 2001. As of December 31, 2001, cash increased $9.5 million to $12.8 million from $3.3 million at March 31, 2001 (See Consolidated Statements of Cash Flows). Accounts receivable decreased $2.0 million from $11.2 million at March 31, 2001 to $9.2 million at December 31, 2001, primarily due to: (i) collections from customer accounts; and (ii) a decline in total revenue for the nine-month period ended December 31, 2001. Deferred tax assets decreased $4.5 million from $9.7 million at March 31, 2001 to $5.2 million at December 31, 2001, primarily due to the application of this tax benefit to the $4.6 million tax provision relating to the pre-tax income for the nine-month period ended December 31, 2001. At December 31, 2001, total liabilities were $25.4 million, a decrease of $2.3 million from $27.7 million at March 31, 2001. Outstanding borrowings under the line of credit decreased $1.9 million from $1.9 million at March 31, 2001 to $0 at December 31, 2001, primarily due to additional working capital available to the Company from trade receivable collections and the $9.1 million in cash payments received from Rentrak Japan during the nine-month period ending December 31, 2001 (See Note H.). Accounts payable increased $1.4 million from $18.7 million at March 31, 2001 to $20.1 million at December 31, 2001, primarily due to the timing of studio and other vendor payments. Accrued compensation increased $0.4 million from $1.1 million at March 31, 2001 to $1.5 million at December 31, 2001, primarily due to a bonus accrual related to the pre-tax financial results for the nine-month period offset by bonuses awarded and paid for the prior fiscal year during the three-month period ended September 30, 2001. Deferred revenue decreased $1.1 million from $1.6 million at March 31, 2001 to $0.5 million at December 31, 2001, primarily due to the forgiveness of the remaining unearned prepaid royalty income credit by Rentrak Japan (See Note H.). Accordingly, at December 31, 2001, total stockholders' equity was $14.7 million, an increase of $3.3 million from the $11.4 million at March 31, 2001. Common stock and capital in excess of par value decreased, on a combined basis, $11.4 million from $52.5 million at March 31, 2001 to $41.1 million at December 31, 2001 primarily due to: (i) the repurchase of stock from Rentrak Japan (See Note H.); (ii) the repurchase of additional stock under the Company's stock repurchase program; and (iii) the termination of loan agreements by a former officer of the Company for purchase of shares in conjunction with the exercise of employee stock options (See Note F.). Notes receivable decreased from ($7.7) million at March 31, 2001 to ($0.4) million at December 31, 2001 in conjunction with the termination of the loan agreements noted above. Accumulated 19 deficit decreased $7.3 million from $32.9 million at March 31, 2001 to $25.6 million at December 31, 2001 due to the net income from the nine-month period. LIQUIDITY AND CAPITAL RESOURCES At December 31, 2001, the Company had cash of $12.8 million compared to $3.3 million at March 31, 2001. At December 31, 2001, the Company's current ratio (current assets/current liabilities) increased to 1.23 from 1.14 at March 31, 2001. As discussed in Note G of the accompanying financial statements, in May 2000 the Company obtained a new line of credit with a lender in an amount not to exceed the lesser of (a) $12 million or (b) the sum of 85% of the net amount of eligible accounts receivable. The terms of the credit agreement include financial covenants requiring: (1) $15 million of tangible net worth to be maintained at all times; (2) a consolidated net profit to be achieved each fiscal year equal to or exceeding $1.00 and (3) $5 million of working capital to be maintained at all times. The agreement also restricts the amount of loans and indebtedness and limits the payment of dividends on the Company's stock, among other requirements. This agreement expires in May 2005. Based upon the financial results reported as of December 31, 2001 and for the three-month period then ended, the Company has determined it is out of compliance with one of the financial covenants as of December 31, 2001. The Company is in process of obtaining waivers of non-compliance for the one financial covenant as of December 31, 2001 and for the three-month period then ended. The Company previously obtained waivers of non-compliance with this financial covenant for each of the preceding four quarters. The Company has initiated discussions of these covenants with its lender and is seeking covenant modifications, as necessary. Based upon discussions between the Company and its lender, the Company believes it will successfully receive current and future waivers and/or covenant modifications and will have sufficient cash resources to repay all outstanding borrowings as due. At December 31, 2001 and February 13, 2002, the Company had no outstanding borrowings under this agreement. In 1992, the Company established a Retailer Loan Program whereby, on a selective basis, it provided financing to participating retailers that the Company believed had potential for substantial growth in the industry. The underlying rationale for this program was the belief that the Company could expand its business and at the same time participate in the rapid growth experienced by the video retailers in which it invested. During fiscal 2001, the Company discontinued new financings under this program and provided reserves of $6.6 million representing the entire outstanding balance of the program loans. The Company continues to seek to enforce agreements entered into in connection with this program in accordance with their terms to the extent practicable. On March 22, 1999, BlowOut Entertainment, Inc. ("BlowOut"), a former subsidiary of the Company, filed a petition under Chapter 11 of the Federal Bankruptcy Code in March 1999. In 1996, the Company agreed to guarantee any amounts outstanding under BlowOut's credit facility. As of December 31, 2001, the balance remaining payable under this obligation was approximately $75,000. The payments, as made, will be 20 recorded as a reduction of "net current liabilities of discontinued operations" on the Company's balance sheet. The Company's sources of liquidity include its cash balance, cash generated from operations and available credit resources. Based on the Company's current budgets and projected cash needs, the Company believes that its available sources of liquidity will be sufficient to fund the Company's operations for the fiscal year ending March 31, 2002. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK None. 21 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In June 1998, Video Update, Inc. ("Video Update") filed a complaint (the "Video Update Complaint") against the Company entitled Video Update, Inc. v. Rentrak Corp., Civil Action No. 98-286, in the United States District Court for the District of Delaware. The Video Update Complaint alleged various violations of the antitrust laws, including that the Company's negotiation and execution of an exclusive, long-term revenue sharing agreement with Video Update violated Section 1 of the Sherman Act and Section 3 of the Clayton Act. Video Update sought unspecified monetary relief, including treble damages and attorney fees, and equitable relief, including an injunction prohibiting the Company from enforcing its agreement with Video Update or any exclusivity provision against videocassette suppliers and video retailers. In August 1998, the Court granted the Company's motion to dismiss the Video Update Complaint pursuant to Federal Rules of Civil Procedure Rule 12(b)(3) on the basis of improper venue. In August 1998, Video Update filed a new complaint against the Company in the United States District Court for the District of Oregon (the "Re-Filed Complaint"), Case No. 98-1013HA. The Re-Filed Complaint was substantially the same as the previous complaint. The Company answered the Re-Filed Complaint denying its material allegations and asserting several affirmative defenses. The Company also filed a countercomplaint against Video Update alleging, among other things, breach of contract, breach of the covenant of good faith and fair dealing, intentional interference with business advantage, and trade secret misappropriation, seeking damages and equitable relief. On September 18, 2000, Video Update filed a voluntary petition under Chapter 11 of the federal Bankruptcy Code. In light of the bankruptcy case, the District Court dismissed the Re-Filed Complaint and counterclaims on its own motion in January 2001. The Company filed a proof of claim in the bankruptcy case asserting the claims that the Company asserted in its countercomplaint in the District Court action. In February 2002, Video Update and the Company entered into a settlement agreement whereby the litigation between them will be dismissed and each party has released all claims against the other. On November 15, 2000, 3PF.COM, Inc., a subsidiary of the Company, filed a proceeding with the American Arbitration Association against Reel.com, Inc., a subsidiary of Hollywood Entertainment Corporation ("Hollywood"), for breach of a servicing, warehousing, and distribution agreement, and against Hollywood in connection with its guarantee of the obligations of Reel.com, Inc., under the agreement. 3PF.COM, Inc., is seeking damages in excess of $3.3 million, together with prejudgment interest and attorney fees. Hollywood and Reel.com, Inc., have filed a counterclaim for attorney fees. The arbitration is scheduled to conclude by March 1, 2002. On August 6, 2001, Hollywood filed a proceeding with the American Arbitration Association against the Company for the alleged breach of a settlement agreement among the Company, Hollywood, and two individuals dated January 23, 2000, relating to the 22 Company's obligation to provide Hollywood with documents and data with regard to Hollywood's obligation to indemnify the Company against claims by a movie studio. Hollywood is seeking damages in the amount of $2,000,000. The arbitration is scheduled to commence June 3, 2002. On February 20, 2001, the Company filed a complaint against Ron Berger, Chairman and Chief Executive Officer and a director of Rentrak until September 2000, in the Circuit Court of the State of Oregon for the County of Multnomah (No. 0102-01814), seeking cancellation of shares of Rentrak common stock acquired by Mr. Berger through an option loan program offered to the Company's officers in June 2000 and damages for the conversion of an automobile and computer equipment plus an over-advance payment of business expenses less setoffs. On or about March 29, 2001, Mr. Berger filed a counterclaim seeking damages of approximately $1.76 million plus attorney fees from Rentrak for conversion of Mr. Berger's director's fees and dividends from Rentrak Japan, breach of an agreement to compensate Mr. Berger for cancellation of options to purchase Rentrak stock, failure to pay accumulated wages and compensation, breach of an agreement to provide options to purchase stock in Rentrak's subsidiary 3PF.COM, Inc., and failure to reimburse Mr. Berger for life insurance premiums and cancellation of family health insurance. The claim for breach of an agreement to provide options to purchase stock in the subsidiary is also asserted against counterclaim defendant 3PF.COM, Inc. The Company has denied liability for the counterclaims and intends to contest the case vigorously. On June 15, 2001, the Company filed an amended complaint alleging claims for breach of duty of care and breach of fiduciary duty against Mr. Berger arising out of his activities as an officer and director of the Company involving Video City, Inc., and seeking damages with respect to those claims in an amount to be proved at trial but not less than $6.0 million. In his answer to the amended complaint, Mr. Berger has denied these new allegations and renewed his primary counterclaims against the Company and 3PF.COM, Inc., which have been denied by the Company. The case is presently in the discovery phase. Mr. Berger has recently informed the Company of his intent to apply for court-ordered indemnification of his defense costs and attorney fees. The Company has rejected Mr. Berger's claim for indemnity and will oppose his application in court. Trial is scheduled for April 9, 2002. The Company is also subject to legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the amount of any ultimate liability with respect to these actions is not expected to materially affect the financial position or results of operations of the Company as a whole. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits - Exhibit 10.1 - Employment Agreement with Paul A. Rosenbaum dated October 1, 2001. (b) Reports on Form 8-K - None filed during the quarter ended December 31, 2001. 23 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated this 13th day of February, 2002 RENTRAK CORPORATION By /s/ Mark L. Thoenes ------------------------------------------ Mark L. Thoenes Vice President and Chief Financial Officer Signing on behalf of the registrant 24 EX-10 3 ex10-1.txt EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of October 1, 2001, between PAUL A. ROSENBAUM ("Executive") and RENTRAK CORPORATION, an Oregon corporation (the "Corporation"). 1. SERVICES 1.1 Employment Position; Term. Corporation agrees to employ Executive as Chairman and Chief Executive Officer of Corporation, and Executive accepts such employment, under the terms and conditions of this Agreement. Executive also agrees to serve, if elected, without separate compensation, as a director of Corporation and an officer and/or director of any subsidiary or affiliate of Corporation. 1.2 Term. The term of this Agreement (the "Term") will commence on October 1, 2001, and will expire September 30, 2002. However, the Term will automatically be extended for an additional 12-month period unless, on or before June 30, 2002, or June 30 of any year of the extended Term, either Corporation or Executive gives written notice that the Term will not be extended. Notwithstanding the foregoing, in the event of a Change in Control of Corporation, as defined in Section 7 of this Agreement, during the Term of this Agreement, the Term will automatically be extended to December 31 of the third calendar year following the year in which the Change in Control occurs. 1.3 Duties. During the Term, Executive will serve in an executive capacity as the Chairman and Chief Executive Officer of Corporation, subject always to the control of Corporation's Board of Directors (the "Board"). Executive will supervise and manage the business and affairs and the other officers of Corporation and perform such duties commonly incident to the offices of Chairman and Chief Executive Officer and exercise such powers as may from time to time be assigned to Executive or vested in Executive by the Board. Executive may, in his capacity as Chief Executive Officer, hire and fire employees in his discretion, provided that Executive may not hire or fire any member of Corporation's senior executive team without consulting the Board in advance. For purposes of the foregoing, Corporation's senior executive team will consist of the President, any Vice President, and any other positions designated, from time to time, by the Board. Executive will do such traveling as may be required in the performance of his duties under this Agreement. 1.4 Outside Activities. During his employment under this Agreement, Executive will devote his full business time, energies, and attention to the business and affairs of Corporation, and to the promotion and advancement of its interests. Executive will perform his services faithfully, competently, and to the best of his abilities and will not engage in professional or personal business activities that may require an appreciable portion of Executive's time or effort to the detriment of Corporation's business. 1.5 Application of Corporate Policies. Executive will, except as otherwise provided in this Agreement, be subject to Corporation's rules, practices, and policies applicable generally to Corporation's senior executive employees, as such rules, practices, and policies may be revised from time to time by the Board. -1- 2. COMPENSATION AND EXPENSES 2.1 Base Salary. As compensation for services under this Agreement, Corporation will pay to Executive a base salary of $450,000 per year, payable in a manner consistent with Corporation's payroll practices for management employees, as such practices may be revised from time to time. Annually, during the Term, the Board will review Executive's performance, the performance of Corporation, and Corporation's economic prospects for the coming year, and will consider in its sole discretion whether to increase (but not decrease) the base salary payable to Executive. 2.2 Additional Employee Benefits Executive will receive an annual grant of 208 hours of credit (or such higher number of hours as are credited to Corporation's other senior executives) under Corporation's Personal Time Off (PTO) program. Personal time off and vacation may be taken in accordance with Corporation's rules, practices, and policies applicable to Corporation's senior executive employees, as such rules, practices, and policies may be revised from time to time by the Board. During the Term, Corporation will also lease an automobile (in an amount up to $900 per month) for Executive's use in the performance of his duties under this Agreement and will pay such expenses in connection with the automobile as are customarily paid for senior executives of corporations substantially similar to Corporation. Any portion of the automobile related expenses and lease payments made by Corporation attributable to Executive's personal use of the automobile will be reflected in Executive's reported compensation for income tax purposes in accordance with Corporation's regular payroll practices. Also, during the Term, Executive will be entitled to any other employee benefits approved by the Board, or available to officers and other management employees generally, including any life and medical insurance plans, 401(k) and other similar plans, and health and welfare plans, each whether now existing or hereafter approved by the Board ("Benefit Plans"). The foregoing will not be construed to require Corporation to establish any such plans or to prevent Corporation from modifying or terminating any such Benefit Plans. 2.3 Expenses. Subject to review and approval by the chairman of Corporation's audit committee, Corporation will reimburse Executive for reasonable expenses, including travel expenses for himself (and his spouse whenever she accompanies him on a trip which involves Corporation's business), actually incurred by Executive in connection with the business of Corporation. Executive will submit to Corporation such substantiation for such expenses as may be reasonably required by Corporation. 3. CONFIDENTIAL INFORMATION 3.1 Definition. "Confidential Information" is all nonpublic information relating to Corporation or its business that is disclosed to Executive, that Executive produces, or that Executive otherwise obtains during employment. Confidential Information also includes information received from third parties that Corporation has agreed to treat as confidential. Examples of Confidential Information include, without limitation, marketing plans, customer lists or other customer information, product design and manufacturing information, and financial information. Confidential Information does not include any information that (i) is within the public domain other than as a result of disclosure by Executive in violation of this Agreement, (ii) was, on or before the date of disclosure to Executive, already known by Executive, or -2- (iii) Executive is required to disclose in any governmental, administrative, judicial, or quasi-judicial proceeding, but only to the extent that Executive is so required to disclose and provided that Executive takes reasonable steps to request confidential treatment of such information in such proceeding. 3.2 Access to Information. Executive acknowledges that in the course of his employment he will have access to Confidential Information, that such information is a valuable asset of Corporation, and that its disclosure or unauthorized use will cause Corporation substantial harm. 3.3 Ownership. Executive acknowledges that all Confidential Information will continue to be the exclusive property of Corporation (or the third party that disclosed it to Corporation), whether or not prepared in whole or in part by Executive and whether or not disclosed to Executive or entrusted to his custody in connection with his employment by Corporation. 3.4 Nondisclosure and Nonuse. Unless authorized or instructed in advance in writing by Corporation, or required by law (as determined by licensed legal counsel), Executive will not, except as required in the course of Corporation's business, during or after his employment, disclose to others or use any Confidential Information, unless and until, and then only to the extent that, such items become available to the public through no fault of Executive. 3.5 Return of Confidential Information. Upon request by Corporation during or after his employment, and without request upon termination of employment pursuant to this Agreement, Executive will deliver immediately to Corporation all written, stored, saved, or otherwise tangible materials containing Confidential Information without retaining any excerpts or copies. 3.6 Duration. The obligations set forth in this Section 3 will continue beyond the term of employment of Executive by Corporation and for so long as Executive possesses Confidential Information. 4. NONCOMPETITION 4.1 Covenant. For a period ending on the last day of the applicable Noncompete Period described in Section 5.7, Executive will not, within any geographical area where Corporation engages in business: (a) Directly or indirectly, alone or with any individual, partnership, corporation, or other entity, become associated with, render services to, invest in, represent, advise, or otherwise participate in any business, activity, or enterprise which is carrying on any business competitive with the business conducted by Corporation as of the date Executive's employment with Corporation is terminated; provided, however, that nothing contained in this Section 4.1 will prevent Executive from owning less than 5 percent of any class of equity or debt securities listed on a national securities exchange or market, provided such involvement is solely as a passive investor; -3- (b) Solicit any business in competition with the business of Corporation from any individual, firm, partnership, corporation, or other entity that is a customer of Corporation during the 12 months immediately preceding the date Executive's employment with Corporation is terminated; (c) Employ or otherwise engage, or offer to employ for Executive or any other person, entity, or corporation, the services or employment of any person who has been an employee, sales representative, or agent of Corporation during the 12 months preceding the date Executive's employment with Corporation is terminated. For purposes of this Section 4, "Corporation" means Corporation and its subsidiaries (whether now existing or subsequently created) and their successors and assigns. 4.2 Severability; Reform of Covenant. If, in any judicial proceeding, a court refuses to enforce this covenant not to compete because it covers too extensive a geographic area or is too long in its duration, the parties intend that it be reformed and enforced to the maximum extent permitted under applicable law. 5. TERMINATION Executive's employment under this Agreement will terminate prior to the end of the Term as follows: 5.1 Death. Executive's employment will terminate automatically upon the date of Executive's death. 5.2 Disability. Company may, at its option, terminate Executive's employment under this Agreement upon written notice to Executive if Executive, because of physical or mental incapacity or disability, fails to perform the essential functions of his position, with reasonable accommodation, required of him under this Agreement for a continuous period of 120 days or any 180 days within any 12-month period. 5.3 Termination by Corporation for Cause. Corporation may terminate Executive's employment under this Agreement for Cause at any time. For purposes of this Agreement, "Cause" means: (a) a material breach of this Agreement by Executive; (b) Executive's refusal, failure, or inability to comply with the general policies or standards of Corporation or to perform any job duties of Executive; (c) any act of fraud by Executive, (d) any act of dishonesty by Executive involving Corporation or its business; (d) Executive's conviction of or a plea of nolo contendere to a felony; or (e) the commission of any act in direct or indirect competition with or materially detrimental to the best interests of Corporation that is in breach of Executive's fiduciary duties to Corporation; provided that Cause will not include any actions or circumstances constituting Cause under (a) or (b) above if Executive cures such actions or circumstances within 30 days of receipt of written notice from Corporation setting forth the actions or circumstances constituting Cause. 5.4 Termination by Executive for Good Reason. Executive may terminate his employment with Corporation under this Agreement for "Good Reason" if Corporation has not -4- cured the actions or circumstances which are the basis for such termination within 30 days following receipt by the Board of written notice from Executive setting forth the actions or circumstances constituting Good Reason. For purposes of this Agreement, "Good Reason" means: (a) Failure of Corporation to comply with the terms of this Agreement; or (b) The occurrence (without Executive's express written consent) of any of the following acts by Corporation or failures by Corporation to act: (i) A substantial adverse alteration in the nature or status of Executive's title, position, duties, or reporting responsibilities as an executive of Corporation; (ii) A reduction in Executive's base salary as set forth in this Agreement or as the base salary may be increased from time to time; or (iii) The failure by Corporation to continue to provide Executive with benefits and participation in Benefit Plans made available by Corporation to its senior executives. 5.5 Termination by Corporation Without Cause. Corporation may terminate Executive's employment with Corporation without Cause at any time by written notice to Executive. 5.6 Termination by Executive Without Good Reason. Executive may terminate Executive's employment with Corporation other than for Good Reason at any time by written notice to the Secretary of the Corporation. 5.7 Applicable Noncompete Periods upon Termination. The duration of Executive's obligations under Section 4 (the "Noncompete Period") will be as follows: 5.7.1 In the event Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive's employment with Corporation without Cause under Section 5.5, the Noncompete Period will continue so long as Executive receives Monthly Severance Payments under Section 6.3.1. Executive's obligations under this Agreement will terminate immediately if Corporation fails to make a Monthly Severance Payment within 15 days after it is due. 5.7.2 Subject to extension by Corporation as provided below, in the event Executive terminates his employment with Corporation other than for Good Reason under Section 5.6, the Noncompete Period will be one year from the date of termination. Corporation may in its sole discretion extend the Noncompete Period for a period not to extend beyond 24 months from the date the Noncompete Period would otherwise expire by agreeing to make Monthly Severance Payments to Executive during the extended Noncompete Period. To extend the Noncompete Period, Corporation must give Executive written notice (an "Extension Notice") no later than 60 days following the date -5- of termination, stating the elected duration of the extended Noncompete Period. The Extension Notice will constitute a binding commitment by Corporation to make Monthly Severance Payments for the full duration of the extended Noncompete Period and no further extension of the Noncompete Period will be permitted. Executive's obligations under this Agreement will terminate immediately if Corporation fails to make a Monthly Severance Payment within 15 days after it is due. 5.7.3 In the event Corporation terminates Executive's employment with Corporation due to the expiration of the Term or for Cause, there will be no Noncompete Period. 6. COMPENSATION UPON TERMINATION 6.1 Death. Upon the death of Executive during the Term, this Agreement will automatically terminate and all rights of Executive and his heirs, executors and administrators to compensation and other benefits under this Agreement will cease, except that Executive's heirs, executors and administrators, as the case may be, will be entitled to: (a) Accrued base salary through Executive's date of death; (b) Other benefits under Benefit Plans to which Executive was entitled on Executive's date of death in accordance with the terms of such Benefit Plans; and (c) A lump sum payment in the amount of $500,000 less any amounts payable under any life insurance policies purchased by Corporation for the benefit of Executive's dependents. 6.2 Disability. Upon termination of Executive's employment by Corporation pursuant to Section 5.2, all obligations of Corporation under this Agreement will cease, except that Executive will be entitled to: (a) Accrued base salary through the date of Executive's termination of employment; and (b) Other benefits under Benefit Plans to which Executive was entitled upon such termination of employment in accordance with the terms of such Benefit Plans. 6.3 Severance Upon Certain Terminations Before a Change in Control. 6.3.1 Termination Without Cause or by Executive for Good Reason. In the event that before a Change in Control occurs as defined in Section 7, Executive terminates his employment with Corporation for Good Reason under Section 5.4 or Corporation terminates Executive's employment with Corporation without Cause under Section 5.5, Executive will be entitled to receive severance equal to 12 months multiplied by the base salary per month in effect as of the date of termination, payable in equal monthly installments (each installment, a "Monthly Severance Payment"). Monthly -6- Severance Payments will be payable in a manner consistent with Corporation's payroll practices for management employees. In addition to Monthly Severance Payments, Corporation will continue to provide to Executive all medical and dental insurance benefits to which Executive was entitled as of the date of termination until Corporation's obligation to make Monthly Severance Payments expires. Corporation's obligation to make Monthly Severance Payments and provide medical and dental insurance to Executive will terminate if Executive either individually or as a director, officer, partner, employee, agent, representative, or consultant with any business, directly or indirectly (a) solicits, diverts, or accepts orders for products or services that are substantially competitive with the products or services sold by Corporation from any customer of Corporation; (b) engages or prepares to engage in any business that competes with Corporation; or (c) induces or attempts to induce any person who is an employee of Corporation to leave the employ of Corporation. 6.3.2 Termination For Cause or by Executive Without Good Reason. In the event Corporation terminates Executive's employment with Corporation for Cause under Section 5.3, or Executive terminates his employment with Corporation for other than Good Reason under Section 5.6, Corporation's obligations under this Agreement will cease and Executive will be entitled to that portion of his base salary and employment benefits for which he is qualified as of the date of termination and Executive will not be entitled to any other compensation or consideration. 6.4 Automobile. Upon Executive's termination of employment for any reason, Executive will surrender possession to Corporation of any automobile then leased by Corporation for his use and Executive will have no liability for any payments due or which may become due under such lease. 7. EFFECT OF CHANGE IN CONTROL 7.1 Definitions. "Change in Control". For purposes of this Agreement, a "Change in Control" will be deemed to have occurred upon the first fulfillment of the conditions set forth in any one of the following three paragraphs unless the events leading to such condition have been approved by two-thirds of the directors of Corporation then in office: (a) Any "person" (as that term is defined in Section 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than a trustee or other fiduciary holding securities under an employee benefit plan of Corporation, is or becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Corporation representing 25 percent or more of the combined voting power of Corporation's then outstanding securities; (b) A majority of the directors elected at any annual or special meeting of shareholders are not individuals nominated by Corporation's then incumbent Board; or -7- (c) The shareholders of Corporation approve a merger or consolidation of Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of Corporation outstanding immediately prior to such transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75 percent of the combined voting power of the voting securities of Corporation or of such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Corporation approve a plan of complete liquidation of Corporation or an agreement for the sale or disposition by Corporation of all or substantially all of its assets. "Other Payment" means any payment or benefit payable to Executive in connection with a Change in Control of Corporation pursuant to any plan, arrangement, or agreement (other than this Agreement) with Corporation, a person whose actions result in such Change in Control, or any person affiliated with Corporation or such person. "Total Payments" means all payments or benefits payable to Executive in connection with a Change in Control, including Change in Control Payments pursuant to this Agreement and any Other Payments pursuant to any other plan, agreement, or arrangement with Corporation, a person whose actions result in the Change in Control, or any person affiliated with Corporation or such person. 7.2 Compensation Upon Termination Following a Change in Control. 7.2.1 Change in Control Payments. In the event of Corporation's termination of Executive without Cause, or Executive's termination of employment with Corporation for Good Reason, at any time following a Change in Control during the Term of this Agreement (as extended pursuant to Section 1.2), Executive will be entitled to the following payments (the "Change in Control Payments"): (a) A lump sum severance payment equal to three times Executive's annual base salary as in effect immediately before the Change in Control; (b) Continuation for a period of three years following such termination of Executive's participation in all Benefit Plans in which Executive was entitled to participate immediately before the Change in Control, provided that such continued participation is possible under the general terms and provisions of such Benefit Plans. In the event Executive's continued participation in any Benefit Plan is barred by the provisions of the Benefit Plan, Corporation will arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under the Benefit Plan. 7.2.2 Reduction. In the event that any portion of the Total Payments payable to Executive in connection with a Change in Control of Corporation would constitute an "excess parachute payment" within the meaning of IRC ss. 280G(b) that is subject to the excise tax imposed on so-called excess parachute payments pursuant to IRC ss.4999 (an "Excise Tax"), the Change in Control Payments otherwise payable under this -8- Section 7.2.1 will be reduced to the extent necessary to avoid such Excise Tax if, and only if, such reduction would result in a larger after-tax benefit to Executive, taking into account all applicable federal, state, and local income and excise taxes, until either (i) no portion of the Total Payments are subject to such Excise Tax or (ii) the Change in Control Payments are reduced to zero. 7.2.3 Application. For purposes of this Section 7.2: (a) No portion of the Total Payments, the receipts or enjoyment of which Executive has effectively waived in writing prior to the date of payment of any Change in Control Payments, will be taken into account; (b) No portion of the Total Payments will be taken into account which, in the opinion of tax counsel selected by Corporation and reasonably acceptable to Executive ("Tax Counsel"), does not constitute a "parachute payment" within the meaning of IRC ss. 280G; (c) If Executive and Corporation disagree whether any payment of Change in Control Payments will result in an Excise Tax or whether a reduction in any Change in Control Payments will result in a larger after-tax benefit to Executive, the matter will be conclusively resolved by an opinion of Tax Counsel; (d) Executive agrees to provide Tax Counsel with all financial information necessary to determine the after-tax consequences of payments of Change in Control Payments for purposes of determining whether, or to what extent, Change in Control Payments are to be reduced pursuant to Section 7.2.2; and (e) The value of any noncash benefit or any deferred payment or benefit included in the Total Payments, and whether or not all or a portion of any payment or benefit is a "parachute payment" for purposes of this Section 7.2, will be determined by Corporation's independent accountants in accordance with the principles of IRC ss. 280(G)(d)(3) and (4). 7.2.4 Effect on Other Agreements. In the event that any other agreement, plan, or arrangement providing for Other Payments (an "Other Agreement") has a provision that requires a reduction in the Other Payment governed by such Other Agreement to avoid or eliminate an "excess parachute payment" for purposes of IRC ss. 280G, the reduction in Change in Control Payments pursuant to Section 7.2.2 will be given effect before any reduction in the Other Payment pursuant to the Other Agreement. To the extent possible, Corporation and Executive agree that reductions in benefits under any plan, program, or arrangement of Corporation will be reduced (only to the extent described in Section 7.2.2) in the following order of priority: (a) Change in Control Payments under this Agreement; (b) Benefit Plan benefit continuation pursuant to Section 7.2.1(b); and -9- (c) The acceleration in the exercisability of any stock option or other stock related award granted by Corporation. 8. REMEDIES The respective rights and duties of Corporation and Executive under this Agreement are in addition to, and not in lieu of, those rights and duties afforded to and imposed upon them by law or at equity. Executive acknowledges that any breach or threatened breach of Sections 3 or 4 of this Agreement will cause irreparable harm to Corporation and that any remedy at law would be inadequate to protect the legitimate interests of Corporation. Executive agrees that Corporation will be entitled to specific performance, or to any other form of injunctive relief to enforce its rights, under Sections 3 or 4 of this Agreement without the necessity of showing actual damage or irreparable harm or the posting of any bond or other security. Such remedy will be in addition to any other remedy available to Corporation at law or in equity. 9. SEVERABILITY OF PROVISIONS The provisions of this Agreement are severable, and if any provision of this Agreement is held invalid, unenforceable, or unreasonable, it will be enforced to the maximum extent permissible, and the remaining provisions of the Agreement will continue in full force and effect. 10. NONWAIVER Failure of Corporation at any time to require performance of any provision of this Agreement will not limit the right of Corporation to enforce the provision. No provision of this Agreement or breach of this Agreement may be waived by either party except in writing signed by that party. A waiver of any breach of a provision of this Agreement will be construed narrowly and will not be deemed to be a waiver of any succeeding breach of that provision or a waiver of that provision itself or of any other provision. 11. NOTICES All notices required or permitted under this Agreement must be in writing and will be deemed to have been given if delivered by hand, or mailed by first-class, certified mail, return receipt requested, postage prepaid, to the respective parties as follows (or to such other address as any party may indicate by a notice delivered to the other parties hereto): (i) if to Executive, to his residence as listed in Corporation's records, and (ii) if to Corporation, to the address of the principal office of Corporation, at: One Airport Center 7700 N.E. Ambassador Place Portland, Oregon 97220 12. ATTORNEY FEES In the event a suit or action is commenced to enforce this Agreement or any part of it, the prevailing party will be entitled to recover from the other party all reasonable attorney fees -10- incurred at trial, on appeal, and on any petition for review, together with such other expenses, costs, and disbursements as may be allowed by law. 13. GOVERNING LAW This Agreement will be construed in accordance with the laws of the state of Oregon, without regard to any conflicts of laws rules. Any suit or action arising out of or in connection with this Agreement, or any breach of this Agreement, must be brought and maintained in the Circuit Courts of the State of Oregon. The parties hereby irrevocably submit to the jurisdiction of such court for the purpose of such suit or action and hereby expressly and irrevocably waive, to the fullest extent permitted by law, any claim that any such suit or action has been brought in an inconvenient forum. 14. GENERAL TERMS AND CONDITIONS This Agreement constitutes the entire understanding of the parties relating to the employment of Executive by Corporation, and supersedes and replaces all written and oral agreements heretofore made or existing by and between the parties relating thereto. Executive acknowledges that he has read and understood all of the provisions of this Agreement, that the restrictions contained in Sections 4 and 5.7 of this Agreement are reasonable and necessary for the protection of Corporation's business and that Executive entered into this contract in connection with a bona fide advancement of Executive with Corporation in that Executive was granted a long-term employment contract. This Agreement will inure to the benefit of any successors or assigns of Corporation. All captions used in this Agreement are intended solely for convenience of reference and will in no way limit any of the provisions of this Agreement. The parties have executed this Employment Agreement as of the date stated above. RENTRAK CORPORATION /s/ Paul A. Rosenbaum By /s/ F. Kim Cox - ---------------------------------- --------------------------------- Paul A. Rosenbaum Title President -----END PRIVACY-ENHANCED MESSAGE-----