-----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, MSmIXKjml/3mBPVNGWFgbrfW3rnOftABp+GAs/NWz1v4sjW1aSjqGdBJhcB3enmC xMa3fePkhobt1DV8aGt92w== 0000892917-05-000021.txt : 20050215 0000892917-05-000021.hdr.sgml : 20050215 20050215171643 ACCESSION NUMBER: 0000892917-05-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050103 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050215 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15159 FILM NUMBER: 05618200 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: 7700 NE AMBASSADOR PL CITY: PORTLAND STATE: OR ZIP: 97220 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL VIDEO INC DATE OF NAME CHANGE: 19881004 8-K 1 rc8-k215.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2005 --------------- RENTRAK CORPORATION (Exact name of registrant as specified in charter) Oregon (State or other jurisdiction of incorporation) 0-15159 93-0780536 (Commission File Number) (IRS Employer Identification No.) One Airport Center 7700 N.E. Ambassador Place Portland, Oregon 97220 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 284-7581 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Renewed Line of Credit On January 3, 2005, Rentrak Corporation (the "Company") renewed its secured revolving line of credit with Wells Fargo Bank, National Association (the "Line of Credit"). The Line of Credit was to expire September 1, 2004, but was extended, pursuant to its terms, through January 3, 2005, and renewed at that time with a maturity date of December 1, 2005. The Line of Credit was increased from $2,000,000 to $6,000,000. The renewed Line of Credit continues to be secured by substantially all of the Company's assets, and interest on the Line of Credit continues to be calculated at the Company's choice of the bank's prime interest rate minus 0.5 percent or LIBOR plus 2 percent. The terms of the renewed Line of Credit include certain financial covenants requiring: (1) consolidated pre-tax income of not less than $1.00 for each fiscal quarter beginning with the quarter ended March 31, 2005, and consolidated after-tax income of not less than $1.00 on an annual basis, determined at fiscal year end; (2) a minimum current ratio of 1.5:1.0, measured quarterly; and (3) a maximum debt-to-tangible net worth ratio of 1.5:1.0, measured quarterly. Option Grant On February 9, 2005, the Company granted Paul A. Rosenbaum, the Company's Chairman, President, and Chief Executive Officer, an employee stock option to purchase 75,000 shares of the Company's common stock at an exercise price of $10.50 per share, the closing stock price on that day. The option vests in four equal annual installments beginning February 9, 2006, and expires February 9, 2012. Amendment to Employment Agreement Effective February 10, 2005, the Company amended the employment agreement between the Company and Ronald Giambra, Senior Vice President, Theatrical. The amendment extends the term of the agreement for one additional year so that the agreement will expire June 30, 2007. Other terms of the agreement continue unchanged. A copy of the amendment is filed as Exhibit 10.1 to this report and incorporated by reference. ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 14, 2005, Rentrak Corporation issued a press release announcing its financial results for the third fiscal quarter ended December 31, 2004. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference. -2- ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following exhibit is filed with this report on Form 8-K: 10.1 Amendment No. 2 to the Employment Agreement dated July 1, 2002, between the Company and Ronald Giambra. The following exhibit is furnished with this report on Form 8-K: 99.1 Press Release dated February 14, 2005. 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. RENTRAK CORPORATION Dated: February 15, 2005 By: /s/ Mark L. Thoenes ------------------------------ Mark L. Thoenes Senior Vice President, Chief Financial Officer, and Secretary -3- EX-10 2 rc8-k215ex102.txt 10.1 EXHIBIT 10.1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 ("Amendment No. 2") to the Employment Agreement dated July 1, 2002, between Rentrak Corporation, an Oregon corporation (the "Company"), and Ronald Giambra ("Executive"), as amended by an Amendment dated as of June 1, 2003 (said agreement as amended being referred to herein as the "Employment Agreement"), is made as of the date specified below. 1. Extension of Term. The parties agree to extend the term set forth in the Employment Agreement for one (1) year such that the employment of Executive will continue until June 30, 2007, unless earlier terminated as provided in the Employment Agreement. 2. No Other Changes. Except as expressly provided in this Amendment No. 2, the Employment Agreement will remain in full force and effect. The parties have duly executed this Amendment No. 2 to the Employment Agreement effective as of February 10, 2005. RENTRAK CORPORATION EXECUTIVE: By: /s/ Paul A. Rosenbaum /s/ Ronald Giambra --------------------- ------------------ Ronald Giambra Name: Paul A. Rosenbaum Title: Chairman, President, and CEO EX-99 3 rc8-k215ex99pr.txt 99.1 EXHIBIT 99.1 FOR RELEASE AT 4:00PM EST Contacts: Paul Rosenbaum Investors Rentrak Corporation PondelWilkinson Parham Chairman & CEO Ron Parham 503-284-7581 503-924-1186 exitpoll@aol.com rparham@pondel.com RENTRAK NET INCOME INCREASES 122 PERCENT IN THIRD FISCAL QUARTER PORTLAND, Ore. (February 14, 2005)--Rentrak Corp. (Nasdaq:RENT) today announced net income of $1.3 million, or $0.12 per diluted share, for the third fiscal quarter ended December 31, 2004, an increase of 122 percent compared with net income of $578,534, or $0.06 per diluted share, for the same period one year ago, as restated. Rentrak Chairman, President and Chief Executive Officer Paul Rosenbaum commented, "This marks Rentrak's fifth consecutive quarter of revenue and earnings growth over the comparable prior year period and demonstrates how well we have adapted to and continue to benefit from the on-going evolution of the home entertainment industry, despite the previously announced expiration of a major customer agreement. Over the past 12 months, our revenue-sharing business, combined with revenues from our new business intelligence services, generated revenues of $99.3 million and earnings of $6.5 million, or $0.62 per diluted share. "The company has generated operating cash flow of $7.1 million during the first nine months of this fiscal year," Mr. Rosenbaum continued, "and also raised approximately $2.8 million in December through the private placement of 308,200 shares of common stock to Broadcast.com founder and Dallas Mavericks owner Mark Cuban. As a result, the company finished the quarter with $18.2 million in cash and equivalents, up from $8.7 million at March 31, 2004, giving us additional funds to invest in marketing and implementing our expanded suite of Essentials business intelligence services." -- more -- Rentrak Fiscal 2005 Third Quarter Net Income Increases 122 Percent Page 2 of 3 Consolidated revenues for the quarter totaled $22.8 million, a 12 percent increase compared with revenues of $20.4 million in last year's restated third quarter and a 16 percent decrease compared with the second quarter of fiscal 2005. The year-over-year revenue increase reflects an increase in revenue-sharing revenues generated from ongoing agreements with the company's base of over 6,000 North American video retailers and the commencement of revenue-sharing agreements with additional video retailers. In addition, the company's existing and new information management services contributed to the year-over-year revenue increase. Those increases were partially offset by the previously disclosed September 30, 2004 expiration of a revenue-sharing agreement with a single major customer and its transition to direct revenue-sharing arrangements with studios. Rentrak continued to earn residual revenue-sharing revenues from this customer amounting to approximately 8 percent of fiscal third quarter revenues. In last year's fiscal third quarter, this customer accounted for approximately 22 percent of revenues. The company expects remaining residual revenues from this customer of approximately $500,000 during the fourth quarter and none thereafter. Mr. Rosenbaum continued, "During the quarter we continued to gain access to more media viewing and consumption data, extending our strategic advantage over potential competitors and moving us nearer the level of critical mass necessary to begin generating ongoing revenues from each of our Essentials services. Our on-demand trial programs with Comcast and Insight Communications are proceeding on schedule and we expect to be in position very soon to announce the start of a new trial with another top ten North American cable company. Discussions are on-going with the remainder of the top cable providers and Rentrak's current data systems have more than ample capacity to capture, analyze and report their viewership data." Rosenbaum concluded, "We see significant opportunity for Rentrak as we continue to offer the media and entertainment and advertising industries a redefinition of media measurement and business intelligence. This is a very exciting time at Rentrak and our momentum is propelling us forward with great optimism." -- more -- Rentrak Fiscal 2005 Third Quarter Net Income Increases 122 Percent Page 3 of 3 Conference Call Rentrak has scheduled a conference call for 2 p.m. (PST) February 14, 2005 to discuss the company's financial performance. Shareowners, members of the media and other interested parties may participate in the call by dialing 1-800-798-2796 from the U.S. or Canada, or 617-614-6204 for international callers, passcode 41882519. This call is being webcast by CCBN and can be accessed at Rentrak's web site at www.rentrak.com where it will be archived through February 14, 2006. The webcast is also being distributed over CCBN's Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through CCBN's individual investor center at www.fulldisclosure.com or by visiting any of the investor sites in CCBN's Individual Investor Network. Institutional investors can access the call via CCBN's password-protected event management site, StreetEvents (www.streetevents.com). About Rentrak Corporation Rentrak Corporation, based in Portland, Oregon, is the developer of the Essentials(TM) suite of web-based information management and business intelligence products used by clients in the media, entertainment, retail and manufacturing industries. Vertical market editions of Essentials(TM) applications are customizable to the needs of each licensee, allowing marketers to collect, manage, analyze and make critical business decisions based on detailed, real-time point-of-sale and supply chain data. The Essentials(TM) suite of services offers competitive advantages to executives in selected industries by providing timely and actionable insight into their own company's performance in tandem with valuable perspective against aggregated industry-wide data. For further information, please visit Rentrak's corporate web site at http://www.rentrak.com. Safe Harbor Statement When used in this discussion, the words "anticipates," "expects," "intends" and similar expressions are intended to identify forward-looking statements. Such statements relate to, among other things, the revenues and results of operations for the company's PPT(R) and business intelligence services and are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could affect Rentrak's financial results include customer demand for movies in various media formats subject to company guarantees, the company's ability to attract new revenue-sharing customers and retain existing customers, the company's success in maintaining its relationships with studios and other product suppliers, the company's ability to successfully develop and market new services to create new revenue streams, and Rentrak's customers continuing to comply with the terms of their agreements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The inclusion of any statement in this release does not constitute a suggestion by the company or any other person that the events or circumstances described in such statements are material. The company does not undertake to publicly update or revise these forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in this release will not be realized. Additional factors that could affect Rentrak's financial results are described in Rentrak's March 31, 2004 annual report on Form 10-K and subsequent quarterly reports, filed with the Securities and Exchange Commission. Results of operations in any past period should not be considered indicative of the results to be expected for future periods. # # # (Financial Tables Follow) RENTRAK CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Dec. 31, March 31, 2004 2004 ------------ ----------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 18,210,464 $ 8,735,683 Accounts receivable, net of allowance for doubtful accounts of $935,256 and $839,122 15,850,554 15,389,867 Advances to program suppliers, net of program supplier reserves of $4,326,284 and $4,520,759 1,709,436 4,188,222 Income tax receivable 87,435 68,384 Deferred tax asset 1,772,387 2,262,186 Other current assets 1,059,910 1,160,952 ------------ ----------- Total current assets 38,690,186 31,805,294 PROPERTY AND EQUIPMENT, net 3,038,507 2,466,668 DEFERRED TAX ASSET 208,566 1,099,660 OTHER ASSETS 962,829 831,617 ------------ ----------- TOTAL ASSETS $ 42,900,088 $ 36,203,239 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 12,395,974 $ 15,446,818 Accrued liabilities 1,411,726 889,377 Accrued compensation 1,114,541 598,875 Deferred revenue 445,250 237,575 ------------ ----------- Total current liabilities 15,367,491 17,172,645 ------------ ----------- LONG-TERM LIABILITIES: Lease obligations and deferred gain 101,718 234,922 COMMITMENTS AND CONTINGENCIES -- -- STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value; Authorized: 10,000,000 shares, none issued -- -- Common stock, $.001 par value; Authorized: 30,000,000 shares Issued and outstanding: 10,297,776 shares at Sept 30, 2004 and 9,739,537 at March 31, 2003 10,298 9,740 Capital in excess of par value 45,245,936 41,093,976 Accumulated other comprehensive income 180,879 180,879 Accumulated deficit (18,006,234) (22,488,923) ------------ ----------- Total stockholders' equity 27,430,879 18,795,672 ------------ ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 42,900,088 $ 36,203,239 ============ ============
RENTRAK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Dec. 31, 2004 2003 ------------ ------------ (Restated) Revenues $ 22,821,083 $ 20,383,860 Operating Expenses: Cost of sales 15,500,652 15,647,821 Selling and administrative 5,132,430 3,831,739 ------------ ------------ 20,633,082 19,479,560 ------------ ------------ Income (loss) from operations 2,188,001 904,300 Other Income (expense): Interest income 92,464 41,025 Interest expense (2,543) (2,415) ------------ ------------ 89,921 38,610 ------------ ------------ Income (loss) before income taxes 2,277,922 942,910 Provision (benefit) for income taxes 990,837 235,727 ------------ ------------ Income from continuing operations 1,287,085 707,183 Loss from discontinued operations, net of tax benefit of $78,850 -- (128,649) ------------ ------------ Net income (loss) $ 1,287,085 $ 578,534 ============ ============ Net Income (loss) per share: Basic $ 0.13 0.06 ============ ============ Diluted $ 0.12 0.06 ============ ============ RENTRAK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Nine Months Ended Dec. 31, 2004 2003 ------------ ------------ (Restated) Revenues $ 75,151,870 $ 53,901,964 Operating Expenses: Cost of sales 54,137,950 42,572,315 Selling and administrative 13,901,834 12,302,997 ------------ ------------ 68,039,784 54,875,312 ------------ ------------ Income (loss) from operations 7,112,086 (973,348) Other Income (expense): Interest income 203,121 163,892 Interest expense (4,839) (10,240) ------------ ------------ 198,282 153,652 ------------ ------------ Income (loss) before income taxes 7,310,368 (819,696) Provision (benefit) for income taxes 2,827,679 (204,925) ------------ ------------ Income from continuing operations 4,482,689 (614,771) Loss from discontinued operations, net of tax benefit of $78,850 -- (128,649) ------------ ------------ Net income (loss) $ 4,482,689 $ (743,420) ============ ============ Net Income (loss) per share: Basic $ 0.46 (0.08) ============ ============ Diluted $ 0.43 (0.08) ============ ============ RENTRAK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Dec. 31, 2004 ------------------------------------------- ENTERTAINMENT FULFILLMENT TOTAL ------------- ----------- ----------- REVENUES $ 22,821,083 $ -- $22,821,083 OPERATING EXPENSES: Cost of sales 15,500,652 -- 15,500,652 Selling and administrative 5,120,057 12,373 5,132,430 ------------ ----------- ----------- 20,620,709 12,373 20,633,082 ------------ ----------- ----------- INCOME (LOSS) FROM OPERATIONS 2,200,374 (12,373) 2,188,001 ------------ ----------- ----------- OTHER INCOME (EXPENSE): Interest income 38,483 53,981 92,464 Interest expense (2,543) -- (2,543) ------------ ----------- ----------- 35,940 53,981 89,921 ------------ ----------- ----------- INCOME BEFORE TAXES 2,236,314 41,608 2,277,922 PROVISION FOR INCOME TAXES 975,651 15,186 990,837 ------------ ----------- ----------- INCOME FROM CONTINUING OPERATIONS 1,260,663 26,422 1,287,085 LOSS FROM DISCONTINUED OPERATIONS -- -- -- ------------ ----------- ----------- NET INCOME $ 1,260,663 $ 26,422 $ 1,287,085 ============ =========== =========== NET INCOME PER SHARE: Basic $ 0.13 $ -- 0.13 ============ =========== =========== Diluted $ 0.12 $ -- 0.12 ============ =========== =========== RENTRAK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Nine Months Ended Dec. 31, 2004 ----------------------------------------- ENTERTAINMENT FULFILLMENT TOTAL ------------ -------- ------------ REVENUES $ 75,151,870 $ -- $ 75,151,870 OPERATING EXPENSES: Cost of sales 54,131,911 6,039 54,137,950 Selling and administrative 13,869,239 32,595 13,901,834 ------------ -------- ------------ 68,001,150 38,634 68,039,784 ------------ -------- ------------ INCOME (LOSS) FROM OPERATIONS 7,150,720 (38,634) 7,112,086 ------------ -------- ------------ OTHER INCOME (EXPENSE): Interest income 80,491 122,630 203,121 Interest expense (4,839) -- (4,839) ------------ -------- ------------ 75,652 122,630 198,282 ------------ -------- ------------ INCOME BEFORE TAXES 7,226,372 83,996 7,310,368 PROVISION FOR INCOME TAXES 2,797,022 30,657 2,827,679 ------------ -------- ------------ INCOME FROM CONTINUING OPERATIONS 4,429,350 53,339 4,482,689 LOSS FROM DISCONTINUED OPERATIONS -- -- -- ------------ -------- ------------ NET INCOME $ 4,429,350 $ 53,339 $ 4,482,689 ============ ======== ============ NET INCOME PER SHARE: Basic $ 0.45 $ -- $ 0.46 ============ ======== ============ Diluted $ 0.42 $ -- 0.43 ============ ======== ============ RENTRAK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended December 31, 2003 ------------------------------------------------ (Restated) ENTERTAINMENT FULFILLMENT TOTAL ------------ --------- ------------ REVENUES $ 20,383,860 $ -- $ 20,383,860 OPERATING EXPENSES: Cost of sales 16,176,252 (528,431) 15,647,821 Selling and administrative 3,834,164 (2,425) 3,831,739 ------------ --------- ------------ 20,010,416 (530,856) 19,479,560 ------------ --------- ------------ INCOME (LOSS) FROM OPERATIONS 373,444 530,856 904,300 ------------ --------- ------------ OTHER INCOME (EXPENSE): Interest income 24,762 16,263 41,025 Interest expense (1,647) (768) (2,415) ------------ --------- ------------ 23,115 15,495 38,610 ------------ --------- ------------ INCOME BEFORE TAXES 396,559 546,351 942,910 PROVISION FOR INCOME TAXES 99,140 136,588 235,727 ------------ --------- ------------ INCOME FROM CONTINUING OPERATIONS 297,419 409,763 707,183 LOSS FROM DISCONTINUED OPERATIONS NET OF TAX BENEFIT OF $78,850 (128,649) -- (128,649) ------------ --------- ------------ NET INCOME $ 168,770 $ 409,763 $ 578,534 ============ ========= ============ NET INCOME PER SHARE: Basic $ 0.02 $ 0.05 0.06 ============ ========= ============ Diluted $ 0.02 $ 0.05 0.06 ============ ========= ============
RENTRAK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Nine Months Ended Dec. 31, 2003 ------------------------------------------------ (Restated) ENTERTAINMENT FULFILLMENT TOTAL ------------ ----------- ------------ REVENUES $ 48,747,521 $ 5,154,443 (1) $ 53,901,964 OPERATING EXPENSES: Cost of sales 37,377,857 (1) 5,724,602 42,572,315 Selling and administrative 11,564,827 738,170 12,302,997 ------------ ----------- ------------ 48,942,684 6,462,772 54,875,312 ------------ ----------- ------------ INCOME (LOSS) FROM OPERATIONS (195,163) (1,308,329) (973,348) ------------ ----------- ------------ OTHER INCOME (EXPENSE): Interest income 76,465 87,427 163,892 Interest expense (5,076) (5,164) (10,240) ------------ ----------- ------------ 71,389 82,263 153,652 ------------ ----------- ------------ INCOME BEFORE TAXES (123,774) (1,226,066) (819,696) PROVISION FOR INCOME TAXES (30,944) (306,517) (204,925) ------------ ----------- ------------ INCOME FROM CONTINUING OPERATIONS (92,831) (919,550) (614,771) LOSS FROM DISCONTINUED OPERATIONS NET OF TAX BENEFIT OF $78,850 (128,649) -- (128,649) ------------ ----------- ------------ NET INCOME $ (221,480) $ (919,550) $ (743,420) ============ =========== ============ NET INCOME PER SHARE: Basic $ (0.02) $ (0.10) $ (0.08) ============ =========== ============ Diluted $ (0.02) $ (0.10) $ (0.08) ============ =========== ============
(1) - Includes Intercompany transactions of $530,144, which are eliminated in consolidated total amounts. -----END PRIVACY-ENHANCED MESSAGE-----