8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

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 29, 2010

RENTRAK CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 0-15159

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

One Airport Center 7770 NE Ambassador Place Portland, Oregon	97220
(Address of principal executive offices)	(Zip Code)

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

Former name or former address if changed since last report:

No Change

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 2.01 Completion of Acquisition or Disposition of Assets

On February 4, 2010, Rentrak Corporation (“Rentrak”) filed a Current Report on Form 8-K pursuant to Item 2.01 of Form 8-K (the “Initial 8-K”) to report the completion of its acquisition (the “Acquisition”) of shares of Nielsen EDI Limited, a private limited liability company incorporated and registered under the laws of England and Wales, and certain assets of The Nielsen Company (U.S.), LLC, a Delaware limited liability company (the “Seller”), in the United States, Australia, Germany, France, Mexico, Argentina, and Spain relating exclusively to the portion of the Seller’s business that provides information management and business intelligence services by gathering and tracking theatrical gross receipt ticket sales and related information at movie theaters in certain countries for films and pay-per-view screenings at such facilities (collectively, the “EDI-Business”). The Acquisition was consummated pursuant to a Master Purchase Agreement, dated as of December 14, 2009, between Rentrak and the Seller, as amended by Amendment No. 1 to the Master Purchase Agreement, dated as of January 29, 2010, between Rentrak and the Seller (as amended, the “Purchase Agreement”).

At that time, we stated in the Initial 8-K, under parts (a) and (b) of Item 9.01 therein, that we would file the required financial statements and pro forma financial information by amendment, as permitted by Item 9.01(a)(4) and 9.01(b)(2) to Form 8-K. This Current Report on Form 8-K/A amends our Initial 8-K in order to provide the required financial information.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The audited Statement of Assets to be Acquired and Liabilities to be Assumed as of December 31, 2009 and Statement of Revenues and Direct Expenses for the year ended December 31, 2009 and accompanying Notes for the EDI-Business are filed as Exhibit 99.1 hereto and are incorporated herein by reference.

Full financial statements and other financial information for the EDI-Business are not presented as they cannot be provided without unreasonable effort and expense. The omission of the full financial statements and other financial information will not have a material impact on the reader’s understanding of the financial condition or results of operations or related trends of the EDI-Business.

(b) Pro Forma Financial Information

The following unaudited pro forma financial information of Rentrak and the EDI-Business is filed as Exhibit 99.2 hereto and incorporated herein by reference:

• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2009;

• Unaudited Pro Forma Condensed Consolidated Income Statement for the Year Ended March 31, 2009; and

• Unaudited Pro Forma Condensed Consolidated Income Statement for the Nine Months Ended December 31, 2009.

(d) Exhibits

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

23.1 Consent of Ernst & Young LLP.

99.1 Audited Statement of Assets to be Acquired and Liabilities to be Assumed as of December 31, 2009 and Statement of Revenues and Direct Expenses for the year ended December 31, 2009 and accompanying Notes for the Nielsen EDI Business.

99.2 Unaudited pro forma condensed consolidated financial statements as of and for the nine months ended December 31, 2009 and for the year ended March 31, 2009.

1

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 hereunto duly authorized.

Date: April 16, 2010	RENTRAK CORPORATION
	(Registrant)
	By:	/s/ DAVID I. CHEMEROW
		David I. Chemerow
		Chief Operating Officer and Chief Financial Officer

2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements (Form S-8 Nos. 333-28565, 333-39021, 333-62523, 333-110781, 333-110782, 333-136466 and 333-163120) of Rentrak Corporation of our report dated March 22, 2010 with respect to the combined financial statements of the Nielsen EDI Business as of and for the year ended December 31, 2009, included in this Current Report on Form 8-K/A of Rentrak Corporation filed with the Securities and Exchange Commission on April 16, 2010.

/s/ Ernst & Young LLP

New York, New York

April 16, 2010

EX-99.1

Exhibit 99.1

F I N A N C I A L    S T A T E M E N T S

Nielsen EDI Business

Year Ended December 31, 2009

With Report of Independent Auditors

Nielsen EDI Business

Financial Statements

Year Ended December 31, 2009

Contents

Report of Independent Registered Public Accounting Firm	1
Statement of Assets to be Acquired and Liabilities to be Assumed	2
Statement of Revenues and Direct Expenses	3
Notes to the Financial Statements	4

Ernst & Young LLP Five Times Square New York, NY 10036-6530   Tel: +1 212 773 3000 Fax: +1 212 773 6350 www.ey.com

Report of Independent Registered Public Accounting Firm

The Supervisory Board

The Nielsen Company B.V.

We have audited the accompanying combined statement of assets to be acquired and liabilities to be assumed of the Nielsen EDI Business (the “Business”) of The Nielsen Company B.V. as of December 31, 2009 and the related statement of revenues and direct expenses for the year then ended. These financial statements are the responsibility of the management of The Nielsen Company B.V. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Business’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As discussed in Note 1 to the financial statements, the statements referred to above have been prepared in accordance with the Purchase Agreement between Rentrak Corporation and The Nielsen Company (US), LLC, a wholly-owned subsidiary of The Nielsen Company B.V., dated December 14, 2009 for the sale of certain assets and businesses to Rentrak Corporation, and is not intended to be a complete presentation of the Business’s assets and liabilities.

In our opinion, the combined statements referred to above present fairly the assets to be acquired and liabilities to be assumed of the Nielsen EDI Business of The Nielsen Company B.V. at December 31, 2009, and its revenues and direct expenses for the year then ended, in conformity with U.S. generally accepted accounting principles.

New York, NY

March 22, 2010

1

Nielsen EDI Business

Statement of Assets to be Acquired and Liabilities to be Assumed

December 31, 2009

(Thousands of Dollars)

Assets to be acquired
Current assets:
Cash and cash equivalents	$	1,788
Trade receivables (net of allowance for doubtful accounts of $237)		2,326
Prepaid expenses		75
Total current assets		4,189
Property, plant and equipment, net		142
Computer software		2,648
Total assets to be acquired	$	6,979
Liabilities to be assumed
Current liabilities:
Trade payables	$	14
Compensated absences		146
Deferred revenue		271
Other current liabilities		38
Total current liabilities		469
Long-term compensated absences		142
Total liabilities to be assumed		611
Net assets to be acquired		6,368
Total liabilities to be assumed and net assets to be acquired	$	6,979

See accompanying notes.

2

Nielsen EDI Business

Statement of Revenues and Direct Expenses

Year Ended December 31, 2009

(Thousands of dollars)

Revenues	$	12,383
Direct expenses:
Compensation and benefits		6,167
Depreciation and amortization		2,199
Outsourced services		1,670
Vendor costs		1,076
Rent and occupancy		785
Restructuring costs		384
Other general expenses		805
Total direct expenses		13,086
Loss before income taxes	$	(703	)

See accompanying notes.

3

Nielsen EDI Business

Notes to the Financial Statements

December 31, 2009

1. Description of Nielsen EDI Business and overview of EDI purchase transaction

On December 14, 2009, Rentrak Corporation (“Rentrak”) entered into a master purchase agreement (the “Purchase Agreement”) with The Nielsen Company (US), LLC, a Delaware limited liability company, and wholly-owned subsidiary of The Nielsen Company B.V. (“Nielsen”), pursuant to which Rentrak will acquire 100% of the shares of Nielsen EDI Limited, a private limited liability company incorporated and registered under the laws of England and Wales, and acquire certain of Nielsen’s assets and assume certain liabilities in the United States, Australia, Germany, France, Mexico, Argentina, and Spain related to Nielsen’s EDI business (“collectively, “EDI”). EDI provides information management and business intelligence services by gathering and tracking theatrical gross receipt ticket sales and related information at movie theaters in certain countries for films and pay-per-view screenings at such facilities.

On January 29, 2010, Rentrak completed its acquisition of EDI. As consideration for the acquisition, Rentrak paid Nielsen $15,000,000 in cash for the net assets of EDI. In addition Rentrak paid Nielsen $1,813,000 pursuant to the Purchase Agreement which provided for an adjustment to the purchase price based on the actual working capital transferred to Rentrak on January 29, 2010. Subject to certain limitations, each party has also agreed to indemnify the other parties for breaches of representations, warranties and covenants and other specified matters.

Rentrak and Nielsen have entered into a Data License Agreement that will provide continued access to certain box office sales information for certain of Nielsen’s existing products and services that currently use or feature such data for a period of thirty years. Additionally, Rentrak and Nielsen have entered into a Transition Services Agreement that will provide certain services to Rentrak on a transitional basis.

2. Basis of Presentation

The accompanying combined statements present the assets to be acquired and liabilities to be assumed of EDI, and its revenues and direct expenses accounted for in conformity with U.S. generally accepted accounting principles (“GAAP”) and derived from the financial statements and accounting records of Nielsen. EDI is not a separate legal entity and operates and reports financially its component business as part of Nielsen.

4

Nielsen EDI Business

Notes to the Financial Statements (continued)

2. Basis of Presentation (continued)

Statement of assets to be acquired and liabilities to be assumed

The assets and liabilities in the accompanying statement of assets to be acquired and liabilities to be assumed include only those assets to be sold and liabilities transferred to Rentrak pursuant to the Purchase Agreement.

Statement of Revenues and Direct Expenses

The statement of Revenues and Direct Expenses includes revenues and expenses directly attributable to EDI. EDI, in its normal course of operations, utilizes certain shared and other services from Nielsen. Certain of these direct expenses such as rent and outside services have been allocated to EDI in the accompanying financial statements. However, certain overhead items such as human resources, legal, finance, tax and treasury functions that are managed by Nielsen have not been allocated to EDI in these financial statements. As the accompanying financial statements include allocated amounts from Nielsen through their global purchasing arrangements these amounts may not be indicative of future costs to be incurred by EDI on a stand-alone basis. Corporate interest expense and income taxes have also been excluded from the statement of Revenues and Direct Expenses.

Cash flow data

A Statement of cash flow has not been presented due to the fact that, except for capital expenditures, investing and financing activities for EDI were effected through the centrally controlled treasury management function of Nielsen. Substantially all capital expenditures of EDI related to capitalized software costs.

Foreign Currency Translation

EDI operates it business both within and outside the United States, primarily in the Euro-zone and the United Kingdom. Therefore, changes in the value of foreign currencies affect the consolidated financial statements when translated into U.S. Dollars. The functional currency for substantially all subsidiaries outside the U.S. is the local currency. Financial statements for these subsidiaries are translated into U.S. Dollars at period-end exchange rates as to the assets and liabilities and monthly average exchange rates as to revenues, and direct expenses.

5

Nielsen EDI Business

Notes to the Financial Statements (continued)

2. Basis of Presentation (continued)

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents

With the exception of the EDI Businesses in the United Kingdom and Spain, EDI operates as a participant in Nielsen’s cash pooling systems and does not maintain cash. The EDI businesses in the United Kingdom and Spain maintain their own bank accounts. Cash in those accounts are invested in demand deposits denominated in British Pounds and Euros.

Trade Receivables

EDI has accounts receivable that are not collateralized. EDI provides services to clients dispersed across many geographic areas concentrated in the film industry. EDI analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends in determining the allowance for doubtful accounts.

Capitalized Software

EDI has purchased and internally developed software with respect to major internal use software initiatives or enhancements; these costs are capitalized in accordance with ASC Topic 350-40-15 “Accounting for the costs of computer software developed or obtained for internal use”. The capitalized software costs are amortized over periods of three to five years.

Impairment of Long Lived Assets

If events or changes in circumstances indicate that the carrying value of software may not be recovered, a recoverability analysis is performed based on estimated undiscounted cash flows to be generated from the software in the future. If the analysis indicates that the carrying value is not recoverable from future cash flows, the software cost is written down to estimated fair value and an impairment is recognized.

6

Nielsen EDI Business

Notes to the Financial Statements (continued)

2. Basis of Presentation (continued)

Revenue Recognition

EDI recognizes revenue for the sale of services and products when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable, and the collectibility of the related revenue is reasonably assured.

The Company recognizes revenue from the sale of its services and products based upon fair value as the services are performed, which is generally ratably over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned.

EDI has entered into a number of agreements (“Global Contracts”) with major studios in the US to collect and report Box Office data in as well as outside the US. In total these Global Contracts represent 44% of EDI’s total revenue. Our largest client represents 11% of EDI’s total revenue.

3. Capitalized Software Costs

During 2009, EDI capitalized $765,000 of costs incurred in connection with the development of software applications for internal use. Substantially all of the depreciation and amortization pertains to capitalized software. The primary function of these applications pertains to the automation of data collection of box office information.

4. Compensated Absences

As of December 31, 2009, EDI had a total liability of $285,000 for compensated absences, of which $142,000 was deemed to be long term. This liability is primarily attributable to statutory regulations in the various jurisdictions in which EDI operates.

5. Defined Contribution Plan

The company maintains a defined contribution plan for its employees in the U.S. and the United Kingdom. During 2009 EDI made contributions of $46,000 and $37,000 on behalf of its U.S. employees and its UK employees, respectively. These amounts were included as a component of Compensation and benefits.

7

Nielsen EDI Business

Notes to the Financial Statements (continued)

6. Related Party Transactions

During 2009, EDI recorded $45,000 as a component of revenue attributable to providing data feeds to other Nielsen subsidiaries. In addition, EDI allocated $110,000 of expense to Nielsen subsidiaries as part of a cost sharing agreement. As of December 31, 2009, no amounts are due to or outstanding from other Nielsen subsidiaries in connection with these transactions.

7. Restructuring Expense

During 2009, the company incurred $384,000 in restructuring expense. This expense was attributable to severance costs related to permanent staff reductions. No liability remains as of December 31, 2009 in connection with these actions as all severance was paid in 2009.

8. Subsequent Events

During January 2010, prior to the completion of the acquisition on January 29, 2010, Nielsen EDI Limited distributed $1,210,000 to AC Nielsen Holdings UK Limited and distributed $254,000 to AC Nielsen Spain, both wholly-owned subsidiaries of Nielsen, in anticipation of the sale.

8

EX-99.2

Exhibit 99.2

Unaudited pro forma condensed consolidated financial statements of

Rentrak Corporation and subsidiaries

As of and for the nine months ended December 31, 2009 and for the year ended March 31, 2009

Overview

On January 29, 2010, Rentrak Corporation (“Rentrak”) closed its acquisition (the “Acquisition”) of shares of Nielsen EDI Limited and certain assets of The Nielsen Company (U.S.), LLC (collectively, the “EDI-Business”). The following unaudited pro forma condensed consolidated financial statements have been prepared on the basis of assumptions described in the notes thereto. The unaudited pro forma balance sheet was prepared as of December 31, 2009 as if the Acquisition, as further discussed in Note 1, had occurred on December 31, 2009. The unaudited pro forma income statement for the nine months ended December 31, 2009 was prepared using financial information for the nine months ended December 31, 2009 for Rentrak and for the nine months ended September 30, 2009 for the EDI-Business as if the Acquisition had occurred as of April 1, 2009. The unaudited pro forma income statement for the year ended March 31, 2009 was prepared using financial information for the year ended March 31, 2009 for Rentrak and for the year ended December 31, 2008 for the EDI-Business as if the Acquisition had occurred as of April 1, 2008. As described in Note 1, these pro forma condensed consolidated financial statements have been prepared on the basis of accounting principles that Rentrak had in effect at the date of the announcement of the Acquisition. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the financial position or results of operations would have been had the Acquisition occurred on the dates or for the periods indicated and do not purport to indicate future results of operations. In preparing the unaudited pro forma condensed consolidated financial statements, no adjustments have been made to reflect savings or additional costs that may result from the Acquisition, nor have any adjustments been made to reflect changes to revenue once agreements with major customers are consolidated.

Full financial statements for the EDI-Business are not available and, accordingly, the pro forma balance sheet includes only the assets acquired and liabilities assumed for the EDI-Business and the Statement of Revenues and Direct Expenses does not include a provision for income taxes. Full financial statements for the EDI-Business cannot be provided without unreasonable effort and expense. The omission of the full financial statements and other financial information will not have a material impact on the reader’s understanding of the financial condition or results of operations or related trends of the EDI-Business.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of Rentrak for the year ended March 31, 2009 included in Rentrak’s Annual Report on Form 10-K and for the three and nine-month periods ended December 31, 2009 included in Rentrak’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, and the financial statements of the operations acquired by Rentrak for the year ended December 31, 2009 included in Exhibit 99.1 to this Form 8-K/A filing.

1

Rentrak Corporation and Subsidiaries

Pro Forma Condensed Consolidated Balance Sheet

As of December 31, 2009

(Unaudited)

(In thousands, except per share amounts)

	Rentrak		Nielsen-EDI		Pro Forma Adjustments			Pro Forma
Assets
Current Assets:
Cash and cash equivalents	$	2,030	$	1,788	$	(1,488	)(A)	$	2,330
Marketable securities		36,154		—		(16,813	)(B)		19,341
Accounts and notes receivable, net of allowances for doubtful accounts		16,857		2,326		181	(A)		19,364
Taxes receivable and prepaid taxes		1,014		—		—			1,014
Other current assets		773		75		12	(A)		860
Total Current Assets		56,828		4,189		(18,108	)		42,909
Property and equipment, net of accumulated depreciation		6,928		2,790		(2,636	)(A)		7,082
Goodwill		—		—		3,395	(A)		3,395
Other intangible assets		—		—		11,420	(A)		11,420
Other assets		531		—		—			531
Total Assets	$	64,287	$	6,979	$	(5,929	)	$	65,337
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	9,019	$	14	$	513	(A), (B)	$	9,546
Accrued liabilities		868		38		(38	)(A)		868
Accrued compensation		1,219		146		(146	)(A)		1,219
Deferred revenue		791		271		(46	)(A)		1,016
Total Current Liabilities		11,897		469		283			12,649
Deferred rent, long-term portion		939		—		—			939
Deferred income tax liabilities		470		—		—			470
Taxes payable, long-term		1,098		—		—			1,098
Other long-term liabilities		—		142		156	(A)		298
Total Liabilities		14,404		611		439			15,454
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: 10,549		11		—		—			11
Capital in excess of par value		47,735		—		—			47,735
Accumulated other comprehensive income (loss)		93		—		—			93
Net assets acquired		—		6,368		(6,368	)(A)		—
Retained earnings		2,044		—		—			2,044
Total Stockholders’ Equity		49,883		6,368		(6,368	)		49,883
Total Liabilities and Stockholders’ Equity	$	64,287	$	6,979	$	(5,929	)	$	65,337

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements.

2

Rentrak Corporation and Subsidiaries

Pro Forma Condensed Consolidated Income Statement

For the Nine Months Ended December 31, 2009 for Rentrak

and For the Nine Months Ended September 30, 2009 for Nielsen-EDI

(Unaudited)

(In thousands, except per share amounts)

	Rentrak			Nielsen-EDI(1)			Pro Forma Adjustments			Pro Forma
Revenue	$	66,070		$	9,152		$	(146	)(C)	$	75,076
Cost of sales		43,648			1,647			(29	)(C)		45,266
Gross margin		22,422			7,505			(117	)		29,810
Operating expenses:
Selling and administrative		22,704			8,056			(923	)(C), (D), (E)		29,837
Provision for doubtful accounts and notes		417			—			—			417
		23,121			8,056			(923	)		30,254
Income (loss) from operations		(699	)		(551	)		806			(444	)
Other income:
Interest income, net		1,014			—			—			1,014
Income (loss) before income taxes		315			(551	)		806			570
Provision (benefit) for income taxes		(64	)		—			51	(F)		(13	)
Net income (loss)	$	379		$	(551	)	$	755		$	583
Basic net income (loss) per share	$	0.04								$	0.06
Diluted net income (loss) per share	$	0.03								$	0.05
Shares used in per share calculations:
Basic		10,499									10,499
Diluted		10,994									10,994

(1) Amounts have been reclassified to conform to Rentrak’s presentation.

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements.

3

Rentrak Corporation and Subsidiaries

Pro Forma Condensed Consolidated Income Statement

For the Year Ended March 31, 2009 for Rentrak

and For the Year Ended December 31, 2008 for Nielsen-EDI

(Unaudited)

(In thousands, except per share amounts)

	Rentrak		Nielsen-EDI(1)			Pro Forma Adjustments			Pro Forma
Revenue	$	94,966	$	12,806		$	(195	)(C)	$	107,577
Cost of sales		62,575		2,305			(39	)(C)		64,841
Gross margin		32,391		10,501			(156	)		42,736
Operating expenses:
Selling and administrative		26,619		12,601			(837	)(C), (D), (E)		38,383
Provision for doubtful accounts and notes		269		—			—			269
Asset impairment		257		—			—			257
		27,145		12,601			(837	)		38,909
Income (loss) from operations		5,246		(2,100	)		681			3,827
Other income:
Interest income, net		1,108		—			—			1,108
Income (loss) before income taxes		6,354		(2,100	)		681			4,935
Provision (benefit) for income taxes		991		—			(284	)(F)		707
Net income (loss)	$	5,363	$	(2,100	)	$	965		$	4,228
Basic net income (loss) per share	$	0.51							$	0.40
Diluted net income (loss) per share	$	0.49							$	0.38
Shares used in per share calculations:
Basic		10,561								10,561
Diluted		11,047								11,047

(1) Amounts have been reclassified to conform to Rentrak’s presentation.

See accompanying Notes to Condensed Consolidated Financial Statements.

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NOTE 1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) in effect for the periods presented.

On January 29, 2010, Rentrak closed its Acquisition of shares of Nielsen EDI Limited, a private limited liability company incorporated and registered under the laws of England and Wales, and certain assets of The Nielsen Company (U.S.), LLC, a Delaware limited liability company (the “Seller”), in the United States, Australia, Germany, France, Mexico, Argentina, and Spain relating exclusively to the portion of the Seller’s business that provides information management and business intelligence services by gathering and tracking theatrical gross receipt ticket sales and related information at movie theaters in certain countries for films and pay-per-view screenings at such facilities.

The unaudited pro forma consolidated financial statements include:

• An unaudited pro forma condensed consolidated balance sheet as of December 31, 2009 prepared from Rentrak’s unaudited condensed consolidated balance sheet as of December 31, 2009 and the audited Statement of Assets to be Acquired and Liabilities to be Assumed of the EDI-Business as of December 31, 2009, which reflects the Acquisition as if it occurred on December 31, 2009;

• An unaudited pro forma condensed consolidated income statement for the nine months ended December 31, 2009 prepared from Rentrak’s unaudited condensed consolidated income statement prepared in accordance with U.S. GAAP for the nine months ended December 31, 2009 and the unaudited Statement of Revenues and Direct Expenses of the EDI-Business prepared in accordance with U.S. GAAP for the nine months ended September 30, 2009, which reflects the Acquisition as if it had occurred on April 1, 2009; and

• An unaudited pro forma condensed consolidated income statement for the year ended March 31, 2009 prepared from Rentrak’s audited consolidated income statement prepared in accordance with U.S. GAAP for the year ended March 31, 2009 and the unaudited Statement of Revenues and Direct Expenses of the EDI-Business prepared in accordance with U.S. GAAP for the year ended December 31, 2008, which reflects the Acquisition as if it had occurred on April 1, 2008.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of Rentrak for the year ended March 31, 2009 included in Rentrak’s 2009 Annual Report on Form 10-K and for the three and nine-month periods ended December 31, 2009 included in Rentrak’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission. In the opinion of management, these unaudited pro forma condensed consolidated financial statements include all adjustments necessary for a fair presentation.

The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the financial position or results of operations would have been had the Acquisition occurred on the dates or for the periods indicated and do not purport to indicate future results of operations.

NOTE 2. PURCHASE PRICE ALLOCATION

On January 29, 2010, we completed our acquisition of the EDI-Business for a purchase price of $15.0 million cash plus working capital adjustments of $1.8 million cash and an additional liability of $0.1 million. We also entered into a Data License Agreement with the Seller that provides continued access to certain box office sales information for certain of the Seller’s existing products and services that currently use or feature such data and a Transition Services Agreement that will provide certain services to us on a transitional basis.

The purchase consideration was allocated based on the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. An allocation of the purchase price was made to major categories of assets and liabilities in the accompanying unaudited pro forma condensed

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consolidated balance sheet based on our best estimates, assuming the acquisition of the EDI-Business had closed on December 31, 2009. The excess of the purchase price over the estimated fair value of tangible and identifiable intangible assets acquired and liabilities assumed was allocated to goodwill.

In performing our purchase price allocation, we considered, among other factors, our intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of the EDI-Business. The fair values of intangible assets were calculated primarily using an income approach with estimates and assumptions provided by management. The rates utilized to discount net cash flows to their present values were based on a range of discount rates of 10.5% to 29.0% and vary based on the amount paid for each of the intangible assets located in the foreign locations listed above. These discount rates were applied to the intangible assets to reflect the varying profitability levels in the foreign territories and Rentrak’s evaluation of the global strategic value of each territory rather than their cash flow generating abilities on a stand alone basis.

The allocation of the purchase price in the unaudited pro forma condensed consolidated balance sheet as of December 31, 2009 was as follows (dollars in thousands):

				Useful Life
Cash and cash equivalents	$	300		—
Accounts and notes receivable		2,507		—
Other current assets		87		—
Property and equipment		154		3 years
Goodwill		3,395		Indefinite
Other intangible assets:
Global relationships		7,400		Indefinite
Local relationships – U.K., Germany and Spain		3,630		8 years
Local relationships – U.S.		340		10 years
EDI trade name		50		3 years
		11,420
		17,863
Accounts payable		(381	)	—
Deferred revenue		(225	)	—
Other long-term liabilities		(298	)	—
		(904	)
	$	16,959

The overall weighted average amortization period for the above assets as of the date of acquisition was 8.1 years. Goodwill of $3.4 million was recorded as a result of consideration paid in excess of the fair value of the net tangible and intangible assets acquired and liabilities assumed, which resulted from expected future strategic position and the workforce acquired. Within one year following the purchase date, we may update the value allocated to the purchased assets and the resulting goodwill balance as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Goodwill will not be amortized, but will be periodically evaluated for potential impairment. In most of the foreign jurisdictions in which we operate, goodwill will not be deductible for income tax purposes.

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NOTE 3. ACQUISITION COSTS

We expect to incur approximately $2.1 million of costs relating to the Acquisition and integration of the EDI-Business. These costs are not reflected in the unaudited pro forma condensed consolidated income statements as they are expected to be non-recurring charges, which will be included in the operating results of Rentrak within twelve months following the Acquisition.

NOTE 4. PRO FORMA ADJUSTMENTS

The following pro forma adjustments are included in our unaudited pro forma condensed consolidated financial statements:

(A) To allocate purchase price as follows (in thousands):

Cash and cash equivalents	$	300
Accounts and notes receivable		2,507
Other current assets		87
Property and equipment		154
Goodwill		3,395
Other intangible assets		11,420
	$	17,863
Accounts payable	$	381
Deferred revenue		225
Other long-term liabilities		298
	$	904

To adjust for certain EDI-Business assets and liabilities that were not included as part of the Acquisition as follows (in thousands):

Cash and cash equivalents	$	(1,788	)
Accounts and notes receivable		(2,326	)
Other current assets		(75	)
Property and equipment		(2,790	)
	$	(6,979	)
Accounts payable	$	(14	)
Accrued liabilities		(38	)
Accrued compensation		(146	)
Deferred revenue		(271	)
Other long-term liabilities		(142	)
Net assets acquired		(6,368	)
	$	(6,979	)

(B) To record cash paid for the EDI-Business as follows (in thousands):

Cash and cash equivalents	$	16,813
Accounts payable		146
	$	16,959

(C) To adjust for purchase accounting treatment of deferred revenue as follows (in thousands):

Nine Months Ended December 31, 2009
Revenue	$	(146	)
Cost of sales		(29	)
Gross margin		(117	)
Selling and administrative		(44	)
Income (loss) from operations	$	(73	)
Year Ended March 31, 2009
Revenue	$	(195	)
Cost of sales		(39	)
Gross margin		(156	)
Selling and administrative		(58	)
Income (loss) from operations	$	(98	)

(D) To remove amortization of $1.3 million for both the nine-month period ended December 31, 2009 and the year ended March 31, 2009 related to EDI-Business software as no value was assigned to it in the purchase price allocation since such software is duplicative of Rentrak’s software.

(E) To record amortization expense of $378,000 and $504,000, respectively, for the nine-month period ended December 31, 2009 and the year ended March 31, 2009 related to intangible assets acquired.

(F) To record estimated tax provision (benefit) at the expected blended tax rate of 20%. The estimated tax rate is based on our analysis of expected income by jurisdiction and the associated applicable tax rates for each jurisdiction.

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