Commission file number: 0-15159

RENTRAK CORPORATION

(Exact name of registrant as specified in its charter)

Oregon		93-0780536
(State or other jurisdiction of incorporation		(I.R.S. Employer Identification No.)
or organization)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act:
Large accelerated filer o Accelerated filer x Non-accelerated filer o

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

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

Common stock $0.001 par value		10,736,791
(Class)		(Outstanding at August 3, 2007)

RENTRAK CORPORATION
FORM 10-Q
INDEX

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets – June 30, 2007 and March 31, 2007 (unaudited)

	Condensed Consolidated Income Statements - Three Months Ended June 30, 2007 and 2006 (unaudited)

	Condensed Consolidated Statements of Cash Flows - Three Months Ended June 30, 2007 and 2006 (unaudited)

	Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income – Years Ended March 31, 2007 and 2006 and three months ended June 30, 2007 (unaudited)

	Notes to Condensed Consolidated Financial Statements (unaudited)

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Item 4.	Controls and Procedures

PART II - OTHER INFORMATION

Item 1A.	Risk Factors

Item 6.	Exhibits

Signatures

Rentrak Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

	June 30,			March 31,
	2007			2007
Assets
Current Assets:
Cash and cash equivalents	$	9,704		$	11,351
Marketable securities	22,107			22,105
Accounts receivable, net of allowances for doubtful accounts of $539 and $596	18,928			19,965
Note receivable	391			385
Advances to program suppliers, net of program supplier reserves of $38 and $23	83			166
Deferred income tax assets	77			77
Other current assets	896			574
Total Current Assets	52,186			54,623

Property and Equipment, net of accumulated depreciation of $6,649 and $6,325	5,382			5,097
Other Assets	671			652
Total Assets	$	58,239		$	60,372

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	9,215		$	13,707
Taxes payable	871			125
Accrued liabilities	321			455
Deferred rent, current portion	90			90
Accrued compensation	900			1,631
Deferred revenue	701			460
Total Current Liabilities	12,098			16,468

Deferred Rent, long-term portion	1,034			1,050
Deferred Income Tax Liabilities	215			333
Taxes payable, long term	1,675			—
Notes Payable	957			955
Total Liabilities	15,979			18,806

Commitments and Contingencies	—			—

Stockholders’ Equity:
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued	—			—
Common stock, $0.001 par value; 30,000 shares authorized; shares issued and outstanding: 10,737 and 10,724	11			11
Capital in excess of par value	48,687			48,155
Accumulated other comprehensive income	320			132
Accumulated deficit	(6,758		)	(6,732		)
Total Stockholders’ Equity	42,260			41,566
Total Liabilities and Stockholders’ Equity	$	58,239		$	60,372

See accompanying Notes to Condensed Consolidated Financial Statements.

Rentrak Corporation and Subsidiaries

Condensed Consolidated Income Statements

(Unaudited)

(In thousands, except per share amounts)

	For the Three Months Ended June 30,
	2007			2006

Revenue	$	24,337		$	26,901

Operating expenses:
Cost of sales	15,964			18,531
Selling and administrative	6,439			6,011
	22,403			24,542
Income from operations	1,934			2,359

Other income (expense):
Interest income	407			354
Interest expense	(2		)	(1		)
	405			353

Income before income taxes	2,339			2,712
Provision for income taxes	1,036			1,124
Net income	$	1,303		$	1,588

Basic net income per share	$	0.12		$	0.15

Diluted net income per share	$	0.11		$	0.14

Shares used in per share calculations:
Basic	10,726			10,699
Diluted	11,333			11,225

See accompanying Notes to Condensed Consolidated Financial Statements.

Rentrak Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	For the Three Months Ended June 30,
	2007			2006

Cash flows from operating activities:
Net income	$	1,303		$	1,588
Adjustments to reconcile net income to net cash flows (used in) provided by operating activities:
Tax benefits from stock option exercises	56			48
Depreciation and amortization	324			405
Adjustment to allowance for doubtful accounts	(57		)	23
Stock-based compensation	353			197
Excess tax benefits from stock-based compensation	(19		)	(25		)
Deferred income taxes	(118		)	(22		)
(Increase) decrease in:
Accounts receivable	1,094			(346		)
Advances to program suppliers	83			(10		)
Income taxes receivable and prepaid taxes	—			(48		)
Other current assets	(347		)	(201		)
Increase (decrease) in:
Accounts payable	(4,492		)	(1,116		)
Taxes payable	1,092			396
Accrued liabilities and compensation	(865		)	(747		)
Deferred rent	(16		)	396
Deferred revenue and other liabilities	243			262
Net cash (used in) provided by operating activities	(1,366		)	800

Cash flows from investing activities:
Purchase of marketable securities	(2		)	(7,257		)
Purchase of property and equipment	(609		)	(1,100		)
Note receivable payments received	—			114
Net cash used in investing activities	(611		)	(8,243		)

Cash flows from financing activities:
Issuance of common stock	123			149
Excess tax benefits from stock-based compensation	19			25
Repurchase of common stock	—			(1,535		)
Net cash provided by (used in) financing activities	142			(1,361		)

Effect of foreign exchange translation on cash	188			—

Decrease in cash and cash equivalents	(1,647		)	(8,804		)

Cash and cash equivalents:
Beginning of year	11,351			15,666
End of period	$	9,704		$	6,862

Supplemental cash flow information:
Cash paid during the period for income taxes, net	$	5		$	748

See accompanying Notes to Condensed Consolidated Financial Statements.

Rentrak Corporation and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income

(Unaudited)

(In thousands, except share amounts)

								Cumulative
					Capital			Other						Total
	Common Stock				In Excess			Comprehensive			Accumulated			Stockholders’
	Shares		Amount		of Par Value			Income			Deficit			Equity
Balance at March 31, 2005	10,544,913		$	10	$	46,988		$	181		$	(17,246	)	$	29,933

Net income	—		—		—			—			4,466			4,466
Common stock issued pursuant to stock plans	152,423		1		707			—			—			708
Fair value of options granted to non-employee	—		—		219			—			—			219
Income tax benefit from stock option exercises	—		—		155			—			—			155
Balance at March 31, 2006	10,697,336		11		48,069			181			(12,780		)	35,481

Net income	—		—		—			—			6,048			6,048
Unrealized loss on foreign currency translation	—		—		—			(49		)	—			(49		)
Comprehensive income														5,999
Common stock issued pursuant to stock plans	321,359		—		465			—			—			465
Common stock used to pay for option exercises and taxes	(114,172	)	—		(131		)	—			—			(131		)
Common stock issued pursuant to warrant exercise	12,705		—		—			—			—			—
Deferred stock units granted to Board of Directors	—		—		358			—			—			358
Stock-based compensation expense - options	—		—		498			—			—			498
Common stock repurchased	(193,500	)	—		(1,948		)	—			—			(1,948		)
Income tax benefit from stock option and warrant exercises	—		—		844			—			—			844
Balance at March 31, 2007	10,723,728		11		48,155			132			(6,732		)	41,566

Net income	—		—		—			—			1,303			1,303
Unrealized gain on foreign currency translation	—		—		—			188			—			188
Comprehensive income														1,491
Common stock issued pursuant to stock plans	12,888		—		123			—			—			123
Deferred stock units granted to Board of Directors	—		—		268			—			—			268
Stock-based compensation expense - options	—		—		85			—			—			85
Cumulative effect of adoption of FIN 48	—		—		—			—			(1,329		)	(1,329		)
Income tax benefit from stock option and warrant exercises	—		—		56			—			—			56
Balance at June 30, 2007	10,736,616		$	11	$	48,687		$	320		$	(6,758	)	$	42,260

See accompanying Notes to Condensed Consolidated Financial Statements.

RENTRAK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Rentrak Corporation have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with the accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The results of operations for the three-month period ended June 30, 2007 are not necessarily indicative of the results to be expected for the entire fiscal year ending March 31, 2008. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes thereto included in our 2007 Annual Report to Shareholders.

The Condensed Consolidated Financial Statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to present fairly our financial position, results of operations and cash flows.

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

Note 2. Net Income Per Share

Basic net income per share (“EPS”) and diluted EPS are computed using the methods prescribed by Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per Share.” Following is a reconciliation of the shares used for the basic EPS and diluted EPS calculations (in thousands):

	Three Months Ended June 30,
	2007	2006
Basic EPS:
Weighted average number of shares of common stock outstanding	10,726	10,699
Diluted EPS:
Effect of dilutive deferred stock units, stock options and warrants	607	526
	11,333	11,225

Options not included in diluted EPS because the exercise price of the options was greater than the average market price of the common shares for the period	-0-	25

Note 3. Business Segments, Significant Suppliers and Product Lines

We operate in two business segments, our Pay-Per-Transaction (“PPT”) Division and Advanced Media and Information (“AMI”) Division, and, accordingly, we report certain financial information by individual segment under this structure. The PPT Division focuses on managing our business operations that facilitate the delivery of home entertainment content products and related rental and sales information for that content to our Participating Retailers on a revenue sharing basis. The AMI Division concentrates on the management and growth of our Essentials Suite™ of business intelligence services, primarily offered on a recurring subscription basis, which are no longer in the early stages. Effective April 1, 2007, we realigned and moved our Direct Revenue Sharing (“DRS”) line of business from the AMI Division to the PPT Division. Prior period information has been reclassified to conform to the current presentation.

We did not have any revenues from our Other Division in the fiscal 2008 or fiscal 2007 periods.

Assets are not specifically identified by segment as the information is not used by the chief operating decision maker to measure the segments’ performance.

Certain information by segment was as follows (in thousands):

	PPT		AMI			Other(1)			Total
Three Months Ended June 30, 2007
Sales to external customers	$	21,984	$	2,353		$	—		$	24,337
Depreciation and amortization	17		161			146			324
Income (loss) from operations	4,613		300			(2,979		)	1,934

Three Months Ended June 30, 2006
Sales to external customers	$	25,180	$	1,721		$	—		$	26,901
Depreciation and amortization	12		318			75			405
Income (loss) from operations	5,457		(294		)	(2,804		)	2,359

(1) Includes revenue and expenses relating to products and/or services which are still in early stages, as well as corporate expenses and other expenses which are not allocated to a specific segment.

Additional results of operations information by segment was as follows:

	Three Months Ended June 30, (1)
	2007				2006
(Dollars in thousands)	Dollars		% of revenues		Dollars		% of revenues
PPT Division
Revenues	$	21,984	100.0	%	$	25,180	100.0	%
Cost of sales	15,547		70.7		18,043		71.7
Gross margin	$	6,437	29.3	%	$	7,137	28.3	%

AMI Division
Revenues	$	2,353	100.0	%	$	1,721	100.0	%
Cost of sales	417		17.7		488		28.4
Gross margin	$	1,936	82.3	%	$	1,233	71.6	%

(1) Percentages may not add due to rounding.

Revenue by service activity was as follows (in thousands):

	Three Months Ended June 30,
	2007		2006
Order processing fees	$	1,756	$	2,533
Transaction fees	14,319		16,757
Sell-through fees	4,020		3,961
DRS fees	1,733		1,677
Essentials Suite™	2,353		1,721
Other	156		252
	$	24,337	$	26,901

During the three-month periods ended June 30, 2007 and 2006, we had Program Suppliers that supplied product which generated in excess of 10% of our total revenues as follows:

	Three Months Ended June 30,
	2007		2006
Program Supplier 1	17	%	17	%
Program Supplier 2	16	%	16	%
Program Supplier 3	16	%	14	%
Program Supplier 4	14	%	—
Program Supplier 5	7	%	15	%

There were no other Program Suppliers who provided product that accounted for 10% or more of our total revenues for the quarters ended June 30, 2007 or 2006. We are continuing negotiations with our fifth largest Program Supplier. To date, however, we have been unable to finalize a new agreement with this supplier. Our existing agreement expired March 31, 2007, so we did not receive any new product from this supplier during the first quarter of fiscal 2008. Although management does not believe that the relationships with the remaining significant Program Suppliers will be terminated in the near term, a loss of

any one of these suppliers could have an adverse effect on our financial condition and results of operations.

There were no customers that accounted for 10% or more of our total revenue in the quarters ended June 30, 2007 or 2006.

Note 4. Stock-Based Compensation

We account for stock-based compensation pursuant to SFAS No. 123R, “Share-Based Payment.”

Stock option activity for the first quarter of fiscal 2008 was as follows:

	Options Outstanding		Weighted Average Exercise Price
Outstanding at March 31, 2007	1,185,664		$	6.10
Granted	—		—
Exercised	(12,888	)	9.56
Forfeited	—		—
Outstanding at June 30, 2007	1,172,776		6.07

As of June 30, 2007, unrecognized stock-based compensation related to outstanding, but unvested options was $0.5 million, which will be recognized over the weighted average remaining vesting period of 2.5 years.

On April 2, 2007, we granted 9,000 DSUs to each non-employee member of our Board of Directors, for a total of 45,000 DSUs, which vest one year from the date of grant. The fair market value of our common stock on the date of grant was $15.45 per share. Accordingly, the total value of the DSUs granted was $0.7 million and will be recognized in fiscal 2008.

Deferred stock unit (“DSU”) activity for the first quarter of fiscal 2008 was as follows:

	Units Outstanding	Weighted Average Grant Date Fair Value
Outstanding at March 31, 2007(1)	45,000	$	10.04
Granted	45,000	15.45
Issued	—	—
Forfeited	—	—
Outstanding at June 30, 2007	90,000	12.74

(1) These DSU awards vested in full on June 15, 2007, but will not be issued until the recipient ceases to be a director.

As of June 30, 2007, the unrecognized compensation expense related to unvested DSUs was $0.5 million, which will be recognized over the weighted average remaining vesting period of nine months.

Note 5. Adoption of Interpretation No. 48

In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” which is an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in tax positions and applies to situations where there is uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction. FIN 48 requires that we adjust our financial statements to reflect only those tax positions that are more-likely-than-not to be sustained on audit, based on the technical merits of the position. FIN 48 requires that any necessary adjustment be recorded directly to the beginning balance of retained earnings in the period of adoption and reported as a change in accounting principle, if material.

The cumulative effects of applying FIN 48 have been recorded as an increase of $1.3 million to our Accumulated Deficit and a corresponding increase to the long-term portion of Taxes Payable as it is not

likely that this amount will be paid in the next twelve months. We also began including income tax related interest and penalties expense in our provision for income taxes on our Condensed Consolidated Income Statements, in accordance with paragraph 19 of FIN 48. The amount of related interest and penalties expense for the quarter ended June 30, 2007 was approximately $14,000.

As of April 1, 2007, the total amount of unrecognized tax benefits was $1.7 million, all of which would affect the effective tax rate, if recognized. This amount includes cumulative penalties and interest as of the date of adoption of $0.3 million.

We file federal income tax returns, Canadian income tax returns and State of Oregon income tax returns, as well as multiple other state and local jurisdiction tax returns and have open tax periods in each of the jurisdictions for the years ended March 31, 2000 through March 31, 2007. We do not believe it is likely that our unrecognized tax benefits will significantly change within the next twelve months.

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

Forward Looking Statements

Certain information included in this Quarterly Report on Form 10-Q (including Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding revenue growth, gross profit margin and liquidity) constitute forward looking statements that involve a number of risks and uncertainties. Forward looking statements may be identified by the use of forward looking words such as “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: our ability to retain and grow our customer base of retailers participating in the Pay-Per-Transaction system (the “PPT System”) (“Participating Retailers”) and customers for our business intelligence software and services; the financial stability of the Participating Retailers and their performance of their obligations under our PPT System; business conditions and growth in the video industry and general economic conditions, both domestic and international; customer demand for movies in various media formats; competitive factors, including increased competition, expansion of revenue sharing programs other than the PPT System by motion picture studios or other licensees or owners of the rights to certain video programming content (“Program Suppliers”) and new technology; the continued availability of digital videodiscs (“DVDs”) and videocassettes (“Cassettes”) (collectively “Units”) leased/licensed to home video specialty stores and other retailers from Program Suppliers; the loss of significant Program Suppliers; and our ability to successfully develop and market new services, including our business intelligence services, to create new revenue streams. This Quarterly Report on Form 10-Q further describes some of these factors. In addition, some of the important factors that could cause actual results to differ from our expectations are discussed in Item 1A to our fiscal 2006 Form 10-K, which was filed with the Securities and Exchange Commission on June 13, 2007. These risk factors have not significantly changed since the filing of the fiscal 2007 Form 10-K.

Business Trends

Our corporate structure includes separate Pay-Per-Transaction (“PPT”) and Advanced Media and Information (“AMI”) operating divisions and, accordingly, we report certain financial information by individual segment under this structure.

Our PPT Division focuses on managing our business operations that facilitate the delivery of home entertainment content products (DVDs, VHS tapes, etc.) and related rental and sales information for the content to home video specialty stores and other retailers, on a revenue sharing basis. We lease product from various suppliers, typically motion picture studios. Under our PPT System, retailers sublease that product from us and rent it to consumers. Retailers then share a portion of each retail rental transaction with us and we share a portion of revenue with the studio. Since we collect, process and analyze rental and sales information at the title level, we report that information to both the studio and the respective retailers.

Effective April 1, 2007, we moved our Direct Revenue Sharing (“DRS”) line of business from the AMI Division to the PPT Division. Prior period information has been reclassified to conform to the current presentation. Our DRS services collect, track, audit and report the results of DRS retailers, such as Blockbuster Entertainment, Movie Gallery and Netflix, to the respective suppliers under established agreements on a fee for service basis.

Our AMI Division concentrates on the management and growth of our Essentials Suite™ of business intelligence services. Our Essentials Suite™ software and services, offered on a recurring subscription basis, provide unique data collection, management, analysis and reporting functions, resulting in business intelligence information valuable to our clients.

The PPT Division

The financial results from the PPT Division continue to be affected by the changing dynamics in the home video rental market. This market is highly competitive and influenced greatly by consumer spending patterns and behaviors. The end consumer has a wide variety of choices from which to select their entertainment content. Some examples include renting Units of product from our Participating Retailers or other Retailers, purchasing previously viewed Units from our Participating Retailers or other Retailers, ordering product via online subscriptions and/or online distributors, subscribing to at-home movie channels, purchasing and owning the unit directly or selecting an at-home “pay-per-view” or “on- demand” option. Our PPT system focuses on the traditional “brick and mortar” retailer. We believe that our system successfully addresses the many choices available to consumers and affords our Participating Retailers the opportunity to stock their stores with a wider selection of titles and a greater supply of popular box office releases. Most of our arrangements are structured so that the Participating Retailers pay minimal upfront fees and lower per transaction fees in exchange for ordering Units of all titles offered by a particular Program Supplier (referred to as “output” programs). Since these programs usually result in more overall Units rented, our Participating Retailers’ revenue and the corresponding share with the studios have increased. These programs are, in part, an economic response to the changing dynamics of the home video rental market. We expect the growth of these output programs to continue, and believe that they will be financially beneficial for the Participating Retailers, Program Suppliers and us.

Our base of Participating Retailers continues to be strong and we are implementing strategies to obtain new Participating Retailers and Program Suppliers in an effort to further stabilize and grow our overall PPT revenue and earnings streams.

Currently, we are continuing negotiations with our fifth largest Program Supplier. To date, however, we have been unable to finalize a new agreement with this supplier. Our existing agreement expired March 31, 2007, so we did not receive any new product from this supplier during the first quarter of fiscal 2008. We continue to be in good standing with our remaining Program Suppliers and we make on-going efforts to enhance those business relationships through improvement of current services offered and the development of new service offerings. We are also continually seeking to develop business relationships with new Program Suppliers. In November 2005, based on our successful involvement with a major studio in Canada, we entered into a revenue sharing agreement which extends product offerings to Participating Retailers in the United States. This agreement was effective for titles released beginning in January 2006, giving our U.S. Participating Retailers access to the large volume of high quality entertainment that this major studio has been delivering for years, and yielding 16% of our total revenues in the first quarters of fiscal 2008 and fiscal 2007. Also, in October 2006, we began offering product from a major studio to our U.S. Participating Retailers yielding 14% and 5.6% of our total revenues in the first quarter of fiscal 2008 and the fourth quarter of fiscal 2007, respectively. Additional Program Suppliers represented 17% and 16% of our total revenues in the first quarter of fiscal 2008. As is typical of our agreements with Program Suppliers, our relationships with these Program Suppliers may be terminated without cause upon thirty days’ written notice by either party.

AMI and Other Divisions

We are also allocating significant resources towards our business intelligence service offerings, both those services that are currently operational as well as those that are in various stages of development. Our suite of business intelligence services has been well received in the various targeted markets to date, as our offerings fit well with the needs identified by those market participants. Our Essentialsä business intelligence

service offerings which are fully operational and no longer in significant stages of development, realized a revenue increase of 36.7% during the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007. We intend to continue to invest in our existing, as well as new, business intelligence services in the near-term as we expand the markets we serve and our service lines, which likely will lower our earnings. Longer-term, we believe these services will provide significant future revenue and earnings streams and contribute to our overall success.

Sources of Revenue

Revenue by segment includes the following:

PPT Division

· order processing fees generated when Units are ordered by and distributed to retailers;

· transaction fees generated when retailers rent Units to consumers; additionally, certain arrangements include guaranteed minimum revenues from our customers; we recognize the guaranteed minimum revenue on the street (release) date in accordance with Statement of Position 00-2, “Accounting by Producers or Distributors of Films,” (“SOP 00-2”) provided all other revenue recognition criteria are met;

· sell-through fees generated when retailers sell previously-viewed rental Units to consumers;

· buy-out fees generated when retailers purchase Units at the end of the lease term; and

· DRS fees from data tracking and reporting services provided to Program Suppliers.

AMI Division

· revenues from Box Office Essentialsä;

· revenues from Home Video Essentialsä;

· revenues from Supply Chain Essentialsä;

· revenues from OnDemand Essentialsä; and

· revenues from Retail Essentialsä.

Other Division

· revenue relating to other products and/or services which are still in the development stage, including AdTrakerä, which will capture census-level data regarding viewing patterns of on-demand advertising for reporting to marketers and advertising agencies.

Results of Operations

	Three Months Ended June 30, (1)
	2007					2006
(Dollars in thousands)	Dollars			% of revenues		Dollars			% of revenues
Revenues:
PPT Division	$	21,984		90.3	%	$	25,180		93.6	%
AMI Division	2,353			9.7		1,721			6.4
	24,337			100.0		26,901			100.0
Operating expenses:
Cost of sales	15,964			65.6		18,531			68.9
Selling and administrative	6,439			26.5		6,011			22.3
	22,403			92.1		24,542			91.2
Income from operations	1,934			7.9		2,359			8.8
Other income (expense):
Interest income	407			1.7		354			1.3
Interest expense	(2		)	—		(1		)	—
	405			1.7		353			1.3
Income before income tax provision	2,339			9.6		2,712			10.1
Income tax provision	1,036			4.3		1,124			4.2
Net income	$	1,303		5.4		$	1,588		5.9	%

(1) Percentages may not add due to rounding.

Certain information by segment was as follows (in thousands):

	PPT		AMI			Other(1)			Total
Three Months Ended June 30, 2007
Sales to external customers	$	21,984	$	2,353		$	—		$	24,337
Depreciation and amortization	17		161			146			324
Income (loss) from operations	4,613		300			(2,979		)	1,934

Three Months Ended June 30, 2006
Sales to external customers	$	25,180	$	1,721		$	—		$	26,901
Depreciation and amortization	12		318			75			405
Income (loss) from operations	5,457		(294		)	(2,804		)	2,359

(1) Includes revenue and expenses relating to products and/or services which are still in early stages, as well as corporate expenses and other expenses which are not allocated to a specific segment.

Additional results of operations information by segment was as follows:

	Three Months Ended June 30, (1)
	2007				2006
(Dollars in thousands)	Dollars		% of revenues		Dollars		% of revenues
PPT Division
Revenues	$	21,984	100.0	%	$	25,180	100.0	%
Cost of sales	15,547		70.7		18,043		71.7
Gross margin	$	6,437	29.3	%	$	7,137	28.3	%

AMI Division
Revenues	$	2,353	100.0	%	$	1,721	100.0	%
Cost of sales	417		17.7		488		28.4
Gross margin	$	1,936	82.3	%	$	1,233	71.6	%

(1) Percentages may not add due to rounding.

Revenue by service activity was as follows (in thousands):

	Three Months Ended June 30,
	2007		2006
Order processing fees	$	1,756	$	2,533
Transaction fees	14,319		16,757
Sell-through fees	4,020		3,961
DRS fees	1,733		1,677
Essentials Suite™	2,353		1,721
Other	156		252
	$	24,337	$	26,901

Revenue

Revenue decreased $2.6 million, or 9.5%, to $24.3 million in the first quarter of fiscal 2008 compared to $26.9 million in the first quarter of fiscal 2007. The decrease in revenue was primarily due to decreases in order processing fees and transaction fees, partially offset by an increase in our Essentials Suite™ of products, as described more fully below.

PPT Division

PPT Division revenues decreased $3.2 million, or 12.7%, in the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007 as detailed below (in thousands):

Three Months Ended June 30,	2007		2006
Order processing fees	$	1,756	$	2,533
Transaction fees	14,319		16,757
Sell-through fees	4,020		3,961
DRS	1,733		1,677
Other	156		252
	$	21,984	$	25,180

Order processing fees decreased $0.8 million, or 30.7%, in the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007 primarily due to lower volumes. The number of Units shipped decreased by 24% to 1.5 million Units during the first quarter of fiscal 2008 compared to 1.9 million Units in the first quarter of fiscal 2007, which contributed to an approximately $0.6 million decrease in revenue. In addition, order processing fees decreased to $1.18 per Unit in the first quarter of fiscal 2008 compared to $1.29 per Unit in the first quarter of fiscal 2007, resulting in a decrease of $0.2 million in revenues. The decrease in volume was due to an overall weakness in the quality of titles released in the current quarter compared to the prior year’s quarter and the loss of one of our major program suppliers. This supplier represented 15% of our PPT revenues during the first quarter of fiscal 2007 and 7% of our revenues during the first quarter of fiscal 2008. Most of the Units from this Program Supplier were shipped and released during the fourth quarter of fiscal 2007. Unless we are able to sign a new agreement with this Program Supplier, we are expecting revenues from this supplier to decline over the next few months as Units reach the end of their six-month revenue sharing term.

Transaction fees decreased $2.4 million, or 14.5%, in the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007. The decrease was primarily due to lower rental transactions. Rental transactions at our Participating Retailers decreased 14% while the rate per transaction increased by 3%, excluding the impact of minimum guarantees. Rental transactions have declined due to the overall market conditions and the loss of the Program Supplier noted above.

AMI Division

Revenues from our AMI division, which consists of our Essentialsä business intelligence service offerings, increased $0.6 million, or 36.7%, in the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007. Revenues related to our Essentialsä business intelligence service offerings have increased primarily due to our continued investment in, and marketing of, these offerings.

Other Division

We did not have any revenues from our Other Division in the first quarter of fiscal 2008 or fiscal 2007.

Cost of Sales

Cost of sales consists of order processing costs, transaction costs, sell-through costs, handling and freight costs in the PPT Division and costs in the AMI Division associated with certain Essentialsä business intelligence service offerings. These expenditures represent the direct costs to produce revenues.

In the PPT Division, order processing costs, transaction costs and sell through costs represent the amounts due to the Program Suppliers that hold the distribution rights to the Units. Freight costs represent the cost to pick, pack and ship orders of Units to the Participating Retailers. Our cost of sales can also be impacted by the release dates of Units with guarantees. We recognize the guaranteed minimum costs on the release date. The terms of some of our agreements result in 100% cost of sales on titles in the first month in which the Unit is released, which results in lower margins during the initial portion of the revenue sharing period. Once the Unit’s rental activity exceeds the required amount for these guaranteed minimums, margins generally expand during the second and third months of the Unit’s revenue sharing period. However, since these factors are highly dependent upon the quality, timing and release dates of all new products, margins may not expand to any significant degree during any period. As a result, it is difficult to predict the ultimate impact these Program Supplier Revenue Sharing programs with guaranteed minimums will have on future results of operations in any reporting period.

In the AMI Division, a portion of the Essentialsä business intelligence service offerings costs represent costs associated with the operation of a call center for our Box Office Essentialsä services, as well as costs associated with amortizing capitalized internally developed software used to provide the corresponding services and direct costs incurred to obtain, cleanse and process data and maintain our systems.

Cost of sales decreased $2.6 million, or 13.9%, to $16.0 million in the first quarter of fiscal 2008 compared to $18.5 million in the first quarter of fiscal 2007. Cost of sales as a percentage of revenue was 65.6% in the first quarter of fiscal 2008 compared to 68.9% in the first quarter of fiscal 2007. The decrease in cost of sales was primarily due to the decrease in revenues discussed above, as well as to the decrease in cost of sales as a percentage of revenue. The decrease in cost of sales as a percentage of revenue was primarily due to a shift to more AMI Division revenue as compared to PPT Division revenue. We achieve higher gross margins on our AMI Division revenue than on our PPT Division revenue. Also, effective April 1, 2007, we increased the estimated lives of our capitalized software to five years from three years based on a review of our previous usage of such internally developed software. Therefore, costs associated with amortizing this software decreased in the first quarter of fiscal 2008.

Selling and Administrative

Selling and administrative expenses consist primarily of compensation and benefits, development, marketing and advertising costs, legal and professional fees, communications costs, depreciation and amortization of tangible fixed assets and software, real and personal property leases, as well as other general corporate expenses.

Selling and administrative expenses increased $0.4 million, or 7.1%, to $6.4 million in the first quarter of fiscal 2008 compared to $6.0 million in the first quarter of fiscal 2007. This increase was primarily due to a $0.2 million increase in stock-based compensation related to the issuance of deferred stock units on April 2, 2007, and increased hiring associated with the expansion of our AMI Division. As a percentage of revenues, selling and administrative expenses were 26.5% for the first quarter of fiscal 2008 compared to 22.3% for the first quarter of fiscal 2007, primarily due to the increase in dollars spent combined with decreased revenues over which to spread fixed costs.

Interest Income

Interest income was $407,000 and $354,000 in the first quarter of fiscal 2008 and 2007, respectively. The increase in interest income primarily relates to higher interest rates and higher average cash and investment balances in the first quarter of fiscal 2008 compared to the first quarter of fiscal 2007. Our average combined cash and investment balance was $32.5 million and $29.0 million for the first quarter of fiscal 2008 and 2007, respectively.

Income Taxes

Our effective tax rate was 44.3% and 41.5% in the first quarter of fiscal 2008 and 2007, respectively. Our effective tax rate differs from the federal statutory tax rate primarily due to state income taxes. The increase in rate is also due to changes associated with our adoption of FIN 48. See Note 5: Adoption of Interpretation No. 48 of the Notes to the Condensed Consolidated Financial Statements.

Liquidity and Capital Resources

Our sources of liquidity include our cash, cash equivalents and marketable securities, cash expected to be generated from future operations and investment income and our $15.0 million line of credit. Based on our current financial projections and projected cash needs, we believe that our available sources of liquidity will be sufficient to fund our current operations, the continued current development of our business intelligence services and other cash requirements through at least June 30, 2008.

Cash and cash equivalents decreased $1.7 million to $9.7 million at June 30, 2007 compared to $11.4 million at March 31, 2007. This decrease resulted primarily from the usage of $1.4 million by our operating activities and $0.6 million for the purchase of property and equipment. Our current ratio was 4.3:1.0 at June 30, 2007 and 3.3:1.0 at March 31, 2007.

Accounts receivable, net of allowances, decreased $1.1 million to $18.9 million at June 30, 2007 compared to $20.0 million at March 31, 2007, primarily due to lower revenues during the quarter ended June 30, 2007, compared to the last quarter of our fiscal year ended March 31, 2007.

During the first quarter of fiscal 2008, we spent $0.6 million on property and equipment, including $0.4 million for the capitalization of internally developed software for our business intelligence service offerings. We anticipate spending a total of approximately $4.6 million on property and equipment in fiscal 2008, including approximately $3.2 million for the capitalization of internally developed software, primarily for our business intelligence service offerings. Other capital expenditures in fiscal 2008 will be primarily for computer equipment.

Accounts payable decreased $4.5 million to $9.2 million at June 30, 2007 compared to $13.7 million at March 31, 2007 primarily due to the timing of payments to Program Suppliers and other vendors.

Current and long-term taxes payable increased $2.4 million to $2.5 million at June 30, 2007 compared to $0.1 million at March 31, 2007 primarily due to our implementation of FIN 48 and the timing of estimated tax payments relating to fiscal 2008. See Note 5: Adoption of Interpretation No. 48 of the Notes to the Condensed Consolidated Financial Statements.

Accrued compensation decreased $0.7 million to $0.9 million at June 30, 2007 compared to $1.6 million at March 31, 2007 primarily due to the payment of annual accrued bonuses relating to the fiscal year ended March 31, 2007.

Deferred rent, current and long-term, of $1.1 million at June 30, 2007 represents amounts received for qualified renovations on our corporate headquarters and free rent for the first three months of the lease term. The deferred rent is being amortized against rent expense over the term of the related lease and totals approximately $29,000 per quarter.

Notes payable of $1.0 million at June 30, 2007 represents a $0.7 million loan from the Portland Development Commission (“PDC”), a $58,000 conditional grant from the PDC and a $0.2 million loan from the State of Oregon related to our fiscal 2007 corporate headquarters renovations. The loan from the PDC of $0.7 million does not bear interest until it becomes due, which is January 1, 2009, and contains provisions relating to forgiveness if we meet certain requirements. If the loan is not forgiven, it will accrue interest at the rate of 8.5% per annum beginning January 1, 2009. Similar terms apply to the conditional grant of $58,000. The loan from the State of Oregon of $0.2 million bears interest at the rate of 5% per annum and contains provisions relating to forgiveness if we meet certain requirements. We are currently in compliance with these agreements.

In January 2006, our board of directors adopted a share repurchase program authorizing the purchase of up to 1.0 million shares of our common stock. Through June 30, 2007, 193,500 shares had been repurchased under this plan at an average price of $10.07 per share and 806,500 shares remained available for purchase. This plan does not have an expiration date.

We currently have a secured revolving line of credit for $15.0 million, with a maturity of December 1, 2007. Interest on the line of credit is at our choice of either the bank’s prime interest rate minus 0.5 percent or LIBOR plus 1.5 percent. The credit line is secured by substantially all of our assets. The line of credit includes certain financial covenants requiring: (1) a consolidated pre-tax income to be achieved each fiscal quarter of a minimum of $1.00, and consolidated after-tax income 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. Based upon the financial results reported as of, and for the quarter ended June 30, 2007, we determined that we were in compliance with the financial covenants at June 30, 2007. At June 30, 2007, we had no outstanding borrowings under this agreement.

Critical Accounting Policies and Estimates

With the exception of the adoption of Interpretation No. 48 as described in Note 5 of Notes to Condensed Consolidated Financial Statements, we reaffirm the critical accounting policies and estimates as reported in our fiscal 2007 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on June 13, 2007.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

There have been no material changes in our reported market risks since the filing of our fiscal 2007 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on June 13, 2007.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

PART II – OTHER INFORMATION

ITEM 1A. RISK FACTORS

Our Annual Report on Form 10-K for the fiscal year ended March 31, 2007 includes a detailed discussion of our risk factors. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K. Accordingly, the information in this Form 10-Q should be read in conjunction with the risk factors and information disclosed in our fiscal 2007 Form 10-K, which was filed with the Securities and Exchange Commission on June 13, 2007.

ITEM 6. EXHIBITS

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

10.1	Employment Agreement dated January 1, 2007 between Ronald Giambra and Rentrak Corporation.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

SIGNATURE

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

Date:	August 9, 2007	RENTRAK CORPORATION


		By:	/s/ Mark L. Thoenes
		Mark L. Thoenes
		Executive Vice President and Chief Financial Officer

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement is entered into effective as of January 1, 2007, by and between RONALD GIAMBRA (“Executive”) and RENTRAK CORPORATION, an Oregon corporation (the “Corporation”).

1. SERVICES

1.1 Employment Position. Corporation agrees to employ Executive as Senior Vice President of Corporation’s Theatrical Operations division, and Executive accepts such employment, under the terms and conditions of this Agreement. Executive also agrees to serve, if elected, without separate compensation, as an officer and/or director of any subsidiary or affiliate of Corporation. Corporation represents to Executive that it currently has and will maintain directors and officers liability insurance.

1.2 Term.

1.2.1 General. The term of this Agreement (the “Term”) will commence on January 1, 2007, and, subject to the other provisions of this Section 1.2, will expire December 31, 2007.

1.2.2 Renewal Term or Terms. The term of this Agreement will automatically extend into one or more “Renewal Terms” of an additional one-year period that will expire on December 31, 2008 (or December 31 of any such subsequent Renewal Term), unless Corporation, not later than October 31, 2007 (or October 31 of any subsequent Renewal Term), gives written notice (a “Notice of Non-Renewal”) to Executive that the Term will not extend into a Renewal Term. Corporation may give a Notice of Non-Renewal for any reason or for no reason. Failure to extend the Term into a Renewal Term will not constitute a termination of Executive’s employment effective as of the end of the Term or any applicable Renewal Term for purposes of this Agreement. References to the “Term” of this Agreement include the initial Term and, if the Agreement extends into one or more Renewal Terms pursuant to this Section, the Renewal Term or Terms.

1.2.3 Extension of Term Upon Change in Control. Notwithstanding the foregoing, in the event of a Change in Control of Corporation, as defined in Section 7.1 of this Agreement, during the Term (or any Renewal Term) of this Agreement, the Term will automatically be extended to December 31 of the second calendar year following the calendar year in which the Change in Control occurs.

1.2.4 At-Will Employment. The parties acknowledge that Executive is and will be an at-will employee of Corporation and nothing in this Agreement will limit the right of Corporation or Executive to terminate this Agreement at any time for any reason or for no reason, subject to the provisions of this Agreement describing the compensation payable, if any, in connection with such a termination of employment.

1.2.5 Compensation Upon Termination Following Term Of Agreement. Notwithstanding termination of this Agreement, the provisions of Section 6 will continue to apply.

1.3 Duties. During the Term, Executive will serve as Senior Vice President of Corporation’s Theatrical Operations division (the “Theatrical Division”). Executive will report directly to and be subject to the direction of Corporation’s Chief Executive Officer. Executive will manage all aspects of the Theatrical Division’s day-to-day operations. Executive will also be accountable for the Theatrical Division’s annual operating budget and profitability, as well as such other or different duties on behalf of Corporation as may be assigned from time to time by Corporation’s Chief Executive Officer or Board of Directors (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.

2. COMPENSATION AND EXPENSES

2.1 Base Salary. As compensation for services under this Agreement, Corporation will pay to Executive a base salary of $247,200 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. Executive’s annual base salary will be increased to $275,000 effective June 1, 2007, and will be reviewed by Corporation’s Chief Executive Officer and Compensation Committee (the “Committee”) on or before April 1 of each year during the Term (commencing in 2008), unless Executive’s employment has been terminated earlier pursuant to this Agreement, to determine if such annual base salary should be increased (but not decreased) for the following fiscal year in recognition of services to Corporation.

2.2 Theatrical Division Performance Improvement Incentive Plan.

2.2.1 Definitions. For purposes of this Section 2.2, the following terms have this meanings set forth below:

“Bonus Income” means, for any Fiscal Year, the excess of the Net Income for the Theatrical Division for the Fiscal Year over the Threshold Income for the Fiscal Year.

“Fiscal 2007” means the fiscal year that began April 1, 2006, and ends March 31, 2007.

“Fiscal 2008” means the fiscal year beginning April 1, 2007, and ending March 31, 2008.

“Net Income” means, for each Fiscal Year, the net income before income taxes for the Theatrical Division as determined for financial accounting purposes in accordance with Corporation’s standard accounting policies and principles, consistently applied.

“Parameters” mean, for each Fiscal Year, the Theatrical Division’s “Report Card” parameters and the “Personal Expectation” performance parameters established by Corporation’s Chief Executive Officer, with the approval of the Compensation Committee for Executive for a Fiscal Year. Executive’s Theatrical Division Report Card parameters and Personal Expectation performance parameters for Fiscal 2007 were previously designated by Corporation’s Chief Executive Officer, with the approval of the Compensation Committee, and communicated to Executive. For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal Term, Corporation’s Chief Executive Officer, with the approval of the Compensation Committee, will designate Executive’s Theatrical Division Report Card parameters and Personal Expectation performance parameters no later than May 31, 2007 (or May 31 of that Fiscal Year).

“Parameter Achievement Factors” mean, for each Fiscal Year, the factors, expressed as percentages, determined by Corporation’s Chief Executive Officer, with the approval of the Compensation Committee, after the end of the Fiscal Year to reflect the extent to which the Theatrical Division Report Card Parameters and Executive’s Personal Expectation Parameters for the Fiscal Year have been accomplished.

“Participation Percentage” means, for a Fiscal Year, a percentage specified by Corporation’s CEO, with the approval of the Compensation Committee, to determine Executive’s

Theatrical Division Performance Improvement Incentive Plan bonus. For Fiscal 2007, Executive’s Participation Percentage is %. For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal Term, Corporation’s CEO, with the approval of the Compensation Committee will specify Executive’s Participation Percentage no later than May 31, 2007 (or May 31 of that Fiscal Year).

“Performance Achievement Factor” means a factor, expressed as a percentage, rounded to the nearest whole percent, based on the arithmetic average of the Parameter Achievement Factors for a Fiscal Year; provided however that (a) if the average of the Parameter Achievement Factors is less than 75%, the Performance Achievement Factor will be zero, and (b) the Performance Achievement Factor may not exceed 100% unless expressly approved by Corporation’s Chief Executive Officer, with the approval of the Compensation Committee.

“Threshold Income” means the level of Net Income for the Theatrical Division for a Fiscal Year as designated by Corporation’s Chief Executive Officer, with the approval of the Compensation Committee. For Fiscal 2007, the Threshold Income is the amount approved by the Compensation Committee concurrently with approval of this Agreement. For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal Term, the Compensation Committee will designate the Threshold Income no later than May 31, 2007 (or May 31 of that Fiscal Year).

2.2.2 Determination of Parameter Achievement Factors. As soon as practicable after March 31, 2007 (or March 31 of any Fiscal Year beginning in a Renewal Term), Corporation’s CEO, with the approval of the Compensation Committee will evaluate the extent to which the Theatrical Division and Executive have met the Report Card and Personal Expectation parameters and determine the Parameter Achievement Factors for Fiscal 2007 (or such Fiscal Year).

2.2.3 Incentive Bonus.

(a) Fiscal 2007. Provided Executive remains an employee of Corporation through at least March 31, 2007, Corporation will pay Executive a bonus under the Theatrical Division Performance Improvement Incentive Plan equal to the product of (a) the Bonus Income for Fiscal 2007, (b) Executive’s Performance Achievement Factor for Fiscal 2007, and (c) Executive’s Participation Percentage for Fiscal 2007. Such bonus, if any, will be paid to Executive by June 1, 2007.

(b) Fiscal 2008 and Subsequent Fiscal Years Beginning in a Renewal Term. Provided Executive remains an employee of Corporation through at least March 31, 2008 (or March 31 of any subsequent Fiscal Year that begins during a Renewal Year), Corporation will pay Executive a bonus under the Theatrical Division Performance Improvement Incentive Plan equal to the product of (a) the Bonus Income for Fiscal 2008 (or such subsequent Fiscal Year), (b) Executive’s Performance Achievement Factor for Fiscal 2008 (or such subsequent Fiscal Year), and (c) Executive’s Participation Percentage for Fiscal 2008 (or such subsequent Fiscal Year). Such bonus, if any, will be paid to Executive by June 1, 2008 (or June 1 of such subsequent Fiscal Year).

2.3 Equity-Based or Other Long-Term Incentive Compensation. Executive will participate, together with Corporation’s other senior executives, in Corporation’s 2005 Stock Incentive Plan (the “Plan”). Executive will be granted options to purchase shares of Corporation’s common stock and/or other equity-based awards under the Plan, or under another long-term incentive compensation plan that may be developed by Corporation for its senior executives, at the times and in the amounts determined by the Committee. All awards will be subject to the provisions of the Plan or such other long-term plan.

2.4 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 or the Committee. During the Term, Executive will be entitled to any other employee benefits approved by the Board or the Committee, 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 or the Committee (“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.

2.5 Expenses. Subject to review and approval by the chairman of Corporation’s audit committee, Corporation will reimburse Executive for reasonable expenses 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 (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.

3.7 Effect of Prior Agreement. Executive acknowledges that the provisions of this Section 3 are in addition to and do not supersede the provisions of that Employee Confidentiality Agreement (the “Prior Agreement”) between Corporation and Executive dated effective June 17, 1992, and that the Prior Agreement remains in full force and effect.

4. TERMINATION

Executive’s employment under this Agreement will terminate prior to the end of the Term as follows:

4.1 Death. Executive’s employment will terminate automatically upon the date of Executive’s death.

4.2 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.

4.3 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) Executive’s willful material misconduct in performance of the duties of his position with Corporation or a material breach by Executive of this Agreement, (b) Executive’s willful commission of a material act of malfeasance, dishonesty, or breach of trust against Corporation or its successors that materially harms or discredits Corporation or its successors or is materially detrimental to the reputation of Corporation or its successors, or (c) Executive’s conviction of or a plea of nolo contendere to a felony involving moral turpitude. In all cases, Corporation will give Executive notice setting for forth in reasonable detail the specific respects in which the Corporation believes it has Cause to terminate Executive and allow Executive a reasonable opportunity to correct such conduct.

4.4 Termination by Executive for Good Reason. Executive may terminate his employment with Corporation under this Agreement for “Good Reason” if Corporation has not 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;

(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; or

(iv) The relocation of Corporation’s executive offices at which Executive is to provide services to a location more than 35 miles from its current location at 15000 Ventura Boulevard, Suite 200, Sherman Oaks, California.

4.5 Termination by Corporation Without Cause. Corporation may terminate Executive’s employment with Corporation without Cause for any reason or for no reason at any time by written notice to Executive.

4.6 Termination by Executive Without Good Reason. Executive may terminate Executive’s employment with Corporation other than for Good Reason for any other reason or for no reason at any time by written notice to the Chief Executive officer of the Corporation.

5. COMPENSATION UPON TERMINATION DURING TERM OF AGREEMENT

5.1 Definitions. For purposes of Section 5.3 and Section 6.2, the following terms have this meanings set forth below:

“Applicable Severance Period” means the greater of (i) nine months, or (ii) a period equal to three months for each full four years of continuous service as an employee of Corporation, determined based on the number of full years of service as of the date of termination. For example, for an employee with 18 years of continuous service as of the date of termination, the Applicable Severance Period would be 12 months.

“Outside Payment Date” means the 15th day of the third calendar month of the calendar year immediately following the date of termination of Executive.

5.2 Death or Disability. Upon termination of Executive’s employment pursuant to Section 4.1 or Section 4.2 prior to the expiration of the Term, 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.

5.3 Termination Without Cause or by Executive for Good Reason.

(a) Monthly Severance Payments.

(i) In the event that no Change in Control (as defined in Section 7.1) has occurred and, prior to the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 4.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 4.5, Executive will be entitled to the benefits described in Section 5.2, plus severance payments equal to the Applicable Severance Period (or, if longer, the number of whole calendar months remaining in the Term) 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 Severance Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 5.3(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date.

(ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 5.3(a) and to continue medical and dental insurance benefits as provided in Section 5.3(b) are expressly conditioned on (i) Executive’s execution of a release (in the form attached to this Agreement as Appendix 5.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive.

(iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees.

(iv) Executive will not be required to mitigate the Monthly Severance Payments pursuant to this Agreement by seeking other employment; provided however, that amounts payable by Corporation as Monthly Severance Payments will be reduced by compensation actually received by Executive from a new employer during the severance period described above.

(b) Medical, Dental, Life, and Disability Insurance Benefits. In addition to Monthly Severance Payments, subject to the execution of a release as described in Section 5.3(a)(ii), Corporation will continue to provide or will arrange to provide (at Corporation’s cost) Executive with medical, dental, life, and disability insurance benefits substantially similar to those to which Executive was entitled as of the date of termination until Corporation’s obligation to make Monthly Severance Payments expires; provided, however, that if Executive is employed with another employer and is eligible to receive medical, dental, life, and disability insurance benefits under another employer-provided plan, Corporation’s obligation to provide the medical, dental, life, and disability benefits described in this paragraph will terminate automatically.

5.4 Termination For Cause or by Executive Without Good Reason. In the event that, prior to the expiration of the Term, Corporation terminates Executive’s employment with Corporation for Cause under Section 4.3, or Executive terminates his employment with Corporation for other than Good Reason under Section 4.4, 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.

5.5 Compliance with IRC Section 409A. To the extent required by IRC § 409A as enacted by the American Jobs Creation Act of 2004, and regulations under that section, payment of severance benefits to Executive under any provision of Sections 5, 6, or 7 of this Agreement will not be paid, or commenced, until the expiration of six months following the date of termination of Executive’s employment with Corporation. If monthly payments are deferred pursuant to this Section, all such deferred amounts will be paid in a lump sum on the expiration of the six-month period.

6. COMPENSATION UPON TERMINATION FOLLOWING TERM OF AGREEMENT

6.1 Application of Section. The provisions of this Section 6 apply only to officers of Corporation who have five or more continuous years of employment with Corporation.

6.2 Termination Without Cause or by Executive for Good Reason.

(a) Monthly Severance Payments.

(i) In the event that no Change in Control (as defined in Section 7.1) has occurred and, after the expiration of the Term, Executive terminates his employment with Corporation for Good Reason under Section 4.4 or Corporation terminates Executive’s employment with Corporation without Cause under Section 4.5, Executive will be entitled to the benefits described in Section 5.2, plus severance payments equal to the Applicable Severance Period 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”). For purposes of this Section 6, Executive will not be entitled to any severance payment in connection with any termination, including without limitation termination by reason of or in connection with Executive’s death or Disability, other than an involuntary termination by Corporation without Cause or a voluntary termination by Executive with Good Reason after the expiration of the Term. Monthly Severance

Payments will be paid in monthly installments commencing in the calendar month following termination; provided however, that if the period over which Monthly Severance Payments would otherwise be payable would extend beyond the Outside Payment Date, the unpaid portion of the aggregate amount of Monthly Severance Payments (plus the unpaid portion of any amounts being paid to or reimbursed to Executive under Section 6.2(b) for medical and dental benefits) as of the Outside Payment Date will be paid to Executive in a lump sum not later than the Outside Payment Date.

(ii) Corporation’s obligations to pay Monthly Severance Payments under this Section 6.2(a) and to continue medical and dental insurance benefits as provided in Section 6.2(b) are expressly conditioned on (i) Executive’s execution of a release (in the form attached to this Agreement as Appendix 5.3(a)(ii), with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any and all claims that Executive may hold through the date such release is executed against Corporation or any of its subsidiaries or affiliates, and (ii) the expiration of any applicable revocation period specified in such release without revocation of the release by Executive.

(iii) Monthly Severance Payments will be payable in a manner consistent with Corporation’s payroll practices for management employees.

6.3 Effect of Expiration of Term. The provisions of this Section 6 will continue to apply and will be binding on Corporation and Executive after the expiration of the Term for so long as Executive continues to be an employee of Corporation unless expressly revoked or modified in writing by Corporation and Executive.

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:

(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% 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

(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% 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.

(a) 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, following a Change in Control and at any time during the Term of this Agreement (as extended pursuant to Section 1.2), Executive will be entitled to the benefits described in Section 5.1 plus the following payments (the “Change in Control Payments”):

(i) In lieu of any further salary payments to Executive for the periods subsequent to the date of termination, an amount of severance pay equal to 200% multiplied by the sum of (A) Executive’s annual base salary, at the rate in effect on the date the Change in Control occurs, plus (B) the average annual incentive cash compensation (if any) paid to Executive or accrued to Executive’s benefit (prior to any deferrals) in respect of the two fiscal years of Corporation last ended prior to the fiscal year in which the Change in Control occurs, payable in a lump sum within 60 days of Executive’s termination of employment with Corporation; and

(ii) Continuation for a period of two 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, at Corporation’s cost, arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under the Benefit Plan.

(b) 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 § 280G(b) that is subject to the excise tax imposed on so-called excess

parachute payments pursuant to IRC §4999 (an “Excise Tax”), the Change in Control Payments otherwise payable under Section 7.2(a) will be reduced to avoid such Excise Tax if, and to the extent that, such reduction will result in a larger after-tax benefit to Executive, taking into account all applicable federal, state, and local income and excise taxes.

(i) 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;

(ii) 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 § 280G;

(iii) 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;

(iv) 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(b); and

(v) 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 § 280(G)(d)(3) and (4).

(d) 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 § 280G, the reduction in Change in Control Payments pursuant to Section 7.2(b) 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(b)) in the following order of priority:

(i) Change in Control Payments under this Agreement;

(ii) Benefit Plan benefit continuation pursuant to Section 7.2(a)(ii); and

(iii) 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 Section 3 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 Section 3 of this Agreement without the necessity of showing actual damage or irreparable harm or the posting of any bond or other security. Such remedies 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 of any suit or action or arbitration proceeding to enforce or interpret any provision of this Agreement (or which is based on this Agreement), the prevailing party will be entitled to recover, in addition to other costs, the reasonable attorney fees incurred by the prevailing party in connection with such suit, action, or arbitration, and in any appeal therefrom. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the arbitrator or arbitrators (with respect to attorney fees incurred prior to and during the arbitration proceedings) and by the court or courts, including any appellate courts, in which the matter is tried, heard, or decided, including the court which hears any exceptions made to an arbitration award submitted to it for confirmation as a judgment (with respect to attorney fees incurred in such confirmation proceedings).

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 to such employment. Executive acknowledges that he has read and understood all of the provisions of this Agreement, that the restrictions contained in Section 3 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


	By:
Ronald Giambra	Title:	Chief Executive officer

Date: August 9, 2007

By:	/s/ Paul A. Rosenbaum
Paul A. Rosenbaum
Chairman of the Board and Chief Executive Officer
Rentrak Corporation

By:	/s/ Mark L. Thoenes
Mark L. Thoenes
Executive Vice President
and Chief Financial Officer
Rentrak Corporation
August 9, 2007