10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________________________

FORM 10-Q

_________________________________________________________________________

(Mark One)

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

For the quarterly period ended December 31, 2012

OR

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

For the transition period from            to            

Commission file number: 000-15159

_________________________________________________________________________

RENTRAK CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________________________________________

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

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

_________________________________________________________________________

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

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

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

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

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

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

Common stock $0.001 par value	11,857,221
(Class)	(Outstanding at February 1, 2013)

RENTRAK CORPORATION

FORM 10-Q

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets - December 31, 2012 and March 31, 2012 (unaudited)	2
	Condensed Consolidated Statements of Operations - Three and Nine Months Ended December 31, 2012 and 2011 (unaudited)	3
	Condensed Consolidated Statements of Comprehensive Loss - Three and Nine Months Ended December 31, 2012 and 2011 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows - Nine Months Ended December 31, 2012 and 2011 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22
PART II - OTHER INFORMATION
Item 1A.	Risk Factors	22
Item 6.	Exhibits	22
Signature		23

1

PART I

ITEM 1. FINANCIAL STATEMENTS

Rentrak Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

	December 31, 2012			March 31, 2012
Assets
Current Assets:
Cash and cash equivalents	$	4,685		$	5,526
Marketable securities	21,483			22,227
Accounts and notes receivable, net of allowances for doubtful accounts of $712 and $649	12,354			14,260
Deferred tax assets, net	53			48
Other current assets	1,118			985
Total Current Assets	39,693			43,046
Property and equipment, net of accumulated depreciation of $18,868 and $17,032	12,493			10,846
Goodwill	5,085			5,101
Other intangible assets, net of accumulated amortization of $2,213 and $1,579	12,647			13,165
Other assets	777			723
Total Assets	$	70,695		$	72,881
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	6,476		$	5,291
Accrued liabilities	4,991			3,093
Accrued compensation	4,940			8,781
Deferred revenue and other credits	1,860			2,037
Total Current Liabilities	18,267			19,202
Deferred rent, long-term portion	1,670			1,819
Taxes payable, long-term	678			731
Deferred tax liability, long-term	71			79
Note payable and accrued interest	544			525
Total Liabilities	21,230			22,356
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: 11,844 and 11,078	11			11
Capital in excess of par value	73,751			55,125
Accumulated other comprehensive income	255			341
Accumulated deficit	(25,541		)	(4,952		)
Total Stockholders’ Equity attributable to Rentrak Corporation	48,476			50,525
Noncontrolling interest	989			—
Total Stockholders’ Equity	49,465			50,525
Total Liabilities and Stockholders’ Equity	$	70,695		$	72,881

See accompanying Notes to Condensed Consolidated Financial Statements.

2

Rentrak Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2012			2011			2012			2011
Revenue	$	24,948		$	22,211		$	70,662		$	66,471
Cost of sales	13,847			11,590			37,343			35,229
Gross margin	11,101			10,621			33,319			31,242
Operating expenses:
Selling and administrative	12,870			11,595			54,150			32,354
Loss from operations	(1,769		)	(974		)	(20,831		)	(1,112		)
Other income:
Interest income, net	41			133			390			348
Loss before income taxes	(1,728		)	(841		)	(20,441		)	(764		)
Provision for income taxes	117			1,106			179			1,046
Net loss	(1,845		)	(1,947		)	(20,620		)	(1,810		)
Net loss attributable to noncontrolling interest	(31		)	—			(31		)	—
Net loss attributable to Rentrak Corporation	$	(1,814	)	$	(1,947	)	$	(20,589	)	$	(1,810	)
Basic net loss per share	$	(0.15	)	$	(0.18	)	$	(1.77	)	$	(0.16	)
Diluted net loss per share	$	(0.15	)	$	(0.18	)	$	(1.77	)	$	(0.16	)
Shares used in per share calculations:
Basic	11,996			11,102			11,634			11,205
Diluted	11,996			11,102			11,634			11,205

See accompanying Notes to Condensed Consolidated Financial Statements.

3

Rentrak Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (In thousands, except footnote reference)
	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2012			2011			2012			2011
Net loss	$	(1,845	)	$	(1,947	)	$	(20,620	)	$	(1,810	)
Other comprehensive income (loss):
Foreign currency translation adjustments	93			(239		)	(6		)	(521		)
Unrealized holding (gains) losses on available for sale securities (1)	(30		)	(25		)	(8		)	60
Recognition of previously unrealized gains on available for sale securities included in net loss(2)	—			(14		)	(72		)	(21		)
Other comprehensive income (loss)	63			(278		)	(86		)	(482		)
Comprehensive loss	(1,782		)	(2,225		)	(20,706		)	(2,292		)
Comprehensive loss attributable to noncontrolling interest	(31		)	—			(31		)	—
Comprehensive loss attributable to Rentrak Corporation	$	(1,751	)	$	(2,225	)	$	(20,675	)	$	(2,292	)

(1) For the three months ended December 31, 2012 and 2011, the amounts are net of deferred taxes of $15,000 and $18,000, respectively, and for the nine months ended December 31, 2012 and 2011, the amounts are net of deferred taxes of zero and $44,000, respectively.

(2) For the three months ended December 31, 2012 and 2011, the amounts are net of deferred tax benefit of zero and $11,000, respectively, and for the nine months ended December 31, 2012 and 2011, the amounts are net of deferred tax benefit of $53,000 and $15,000, respectively.

See accompanying Notes to Condensed Consolidated Financial Statements.

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Rentrak Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands)
	For the Nine Months Ended December 31,
	2012			2011
Cash flows from operating activities:
Net loss	$	(20,620	)	$	(1,810	)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Depreciation and amortization	3,607			3,233
Stock-based compensation	17,781			813
Deferred income taxes	(3		)	1,407
(Gain) loss on disposition of assets	(26		)	2
Realized gain on marketable securities	(196		)	(37		)
Interest on note payable	19			19
Adjustment to allowance for doubtful accounts	63			125
(Increase) decrease in:
Accounts and notes receivable	1,906			3,433
Taxes receivable and prepaid taxes	—			923
Other assets	(291		)	304
Increase (decrease) in:
Accounts payable	1,185			(2,827		)
Taxes payable	(78		)	(596		)
Accrued liabilities and compensation	(1,918		)	(10		)
Deferred revenue	(178		)	299
Deferred rent	(148		)	407
Net cash provided by operating activities	1,103			5,685
Cash flows from investing activities:
Purchase of marketable securities	(22,987		)	(15,903		)
Sale of marketable securities	23,793			15,371
Proceeds from the sale of assets	47			—
Payments made to develop intangible assets	(113		)	—
Purchase of property and equipment	(4,304		)	(3,355		)
Net cash used in investing activities	(3,564		)	(3,887		)
Cash flows from financing activities:
Proceeds from note payable	—			500
Contributions from noncontrolling interest	1,020			—
Issuance of common stock	551			60
Repurchase of common stock	—			(4,341		)
Net cash provided by (used in) financing activities	1,571			(3,781		)
Effect of foreign exchange translation on cash	49			(618		)
Decrease in cash and cash equivalents	(841		)	(2,601		)
Cash and cash equivalents:
Beginning of period	5,526			3,821
End of period	$	4,685		$	1,220
Supplemental non-cash information:
Capitalized stock-based compensation	$	348		$	253
Common stock used to pay for option exercises	—			306

See accompanying Notes to Condensed Consolidated Financial Statements.

5

RENTRAK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Rentrak Corporation have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with the accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The results of operations for the three and nine month periods ended December 31, 2012 are not necessarily indicative of the results to be expected for the entire fiscal year ending March 31, 2013 (“Fiscal 2013”). The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes thereto included in our 2012 Annual Report on Form 10-K (the “Form 10-K”).

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

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of Rentrak Corporation and its wholly owned subsidiaries, and those entities in which we have a controlling interest after elimination of all intercompany accounts and transactions. We have established a Chinese joint venture, Sinotrak, and hold a 49% ownership interest in this variable interest entity. Sinotrak has been included in our Condensed Consolidated Financial Statements given our significant influence over day to day operations among other factors. To date, the activities of Sinotrak have been limited primarily to initial cash contributions from both parties and costs associated with its formation. The equity interests of the noncontrolling party are reported as a noncontrolling interest in our Condensed Consolidated Balance Sheets as of December 31, 2012. The noncontrolling party’s share of the expenses for the three and nine months ending December 31, 2012 are included in “Net loss attributable to noncontrolling interests” on our Condensed Consolidated Statements of Operations.

Note 2. Net Income (Loss) Per Share

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

	Three Months Ended December 31,		Nine Months Ended December 31,
	2012	2011	2012	2011
Basic EPS:
Weighted average number of shares of common stock outstanding and vested deferred stock units (“DSUs”) (1)	11,996	11,102	11,634	11,205
Diluted EPS:
Effect of dilutive stock options and unvested DSUs	—	—	—	—
	11,996	11,102	11,634	11,205
Total outstanding options not included in diluted EPS as they would be antidilutive	2,851	2,078	2,851	2,078
Performance-based grants not included in diluted EPS	270	318	270	318

(1) Includes 151,554 and 96,332 vested cumulative DSUs, respectively, for the three months ended December 31, 2012 and 2011 and 138,838 and 83,174 vested cumulative DSUs, respectively, for the nine months ended December 31, 2012 and 2011 that will not be issued until the directors holding the DSUs retire from our Board of Directors.

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Note 3. Business Segments and Enterprise-Wide Disclosures

We operate in two business segments, our Advanced Media and Information (“AMI”) Division and our Home Entertainment (“HE”) Division, and, accordingly, we report certain financial information by individual segment under this structure. The AMI Division manages our media measurement services offered through our Entertainment Essentials™ systems primarily on a recurring subscription basis. The HE Division manages our business operations that deliver home entertainment content products and related rental and sales information for that content to our Pay-Per-Transaction (“PPT”) System retailers (“Participating Retailers”) on a revenue sharing basis. The HE Division also includes Studio Direct Revenue Sharing (“DRS”) services, which collects, tracks, audits and reports transactions and revenue data generated by DRS retailers, such as Blockbuster Entertainment, Netflix and Redbox, to studios. During the fourth quarter of Fiscal 2012, management moved Digital Download Essentials and Home Entertainment Essentials from the HE Division to the AMI Division effective April 1, 2011 as a result of a change in our internal management reporting structure. Prior period amounts have been restated to conform to this change. Corporate and other expenses not allocated to a specific segment are included as “Other” in the table below.

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 (dollars in thousands):

	AMI			HE		Other			Total
Three Months Ended December 31, 2012
Sales to external customers	$	13,712		$	11,236	$	—		$	24,948
Gross margin	8,210			2,891		—			11,101
Income (loss) from operations	1,194			1,523		(4,486		)	(1,769		)
Three Months Ended December 31, 2011
Sales to external customers	$	10,393		$	11,818	$	—		$	22,211
Gross margin	6,868			3,753		—			10,621
Income (loss) from operations	1,100			2,019		(4,093		)	(974		)
Nine Months ended December 31, 2012
Sales to external customers	$	39,553		$	31,109	$	—		$	70,662
Gross margin	24,291			9,028		—			33,319
Income (loss) from operations	(12,555		)	5,016		(13,292		)	(20,831		)
Nine Months ended December 31, 2011
Sales to external customers	$	29,775		$	36,696	$	—		$	66,471
Gross margin	19,174			12,068		—			31,242
Income (loss) from operations	3,773			6,929		(11,814		)	(1,112		)

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Note 4. Stock-Based Compensation

The following table summarizes our stock based grants in Fiscal 2013:

	Three Months Ended		Nine Months Ended
	December 31, 2012		December 31, 2012
Option grants(1):
Shares granted from 2011 Incentive Plan	—		893,674
Fair market value on date of grant - high	$	—	$	20.18
Fair market value on date of grant - low	$	—	$	16.97
Expiration period, in years			10
Vesting period, in years			5
Compensation information related to options granted in period(2) (in thousands):
Total valuation, recognized over vesting period	$	—	$	8,284
Total expected expense to be recognized in Fiscal 2013	$	—	$	1,671
Expense recognized as a component of selling and administrative expense	$	—	$	1,241
Expense capitalized in property and equipment, net (3)	$	—	$	168
DSUs:
DSUs granted from 2011 Incentive Plan to non-executive directors	—		34,014
Vesting period, in months			11
Compensation information related to DSUs granted in period (in thousands):
Total fair market value, recognized over vesting period	$	—	$	600
Total expected expense to be recognized in Fiscal 2013	$	—	$	382
Expense recognized as a component of selling and administrative expense	$	—	$	218

(1) Shares granted and compensation expense amounts for nine month period are shown net of cancellations.

(2) Compensation amounts based on Black-Scholes valuations.

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

Cancellation of Performance-Based Stock Options

During the first quarter of Fiscal 2013, the Compensation Committee of our Board of Directors determined that performance requirements relating to vesting of certain stock-based awards would not be achieved. Accordingly, 47,450 performance-based stock option awards were canceled at the direction of our Board of Directors. The cancellation of these awards had no effect on our results of operations.

Amendment to Stock-Based Award Agreement

In October 2012, the expiration date of a restricted stock unit (“RSU”) award granted to an executive officer was extended by two years. The fair value of the modification to the RSU award was $0.4 million, based on a Monte Carlo simulation and will be recognized over the requisite service period. Approximately $0.1 million related to this modification will be recognized in Fiscal 2013, of which $44,000 was recognized during the third quarter of Fiscal 2013. We allocated $26,000 of that cost to selling and administrative expense and capitalized the remainder as part of IT development costs associated with our AMI Essentials™ lines of business.

Note 5. Fair Value Disclosures

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

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

8

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

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

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

Following are the disclosures related to our financial assets (dollars in thousands):

	December 31, 2012			March 31, 2012
	Fair Value		Input Level	Fair Value		Input Level
Available-for-sale marketable securities
Municipal tax exempt bond funds	$	—		$	22,227	Level 1
Adjustable rate government funds	$	21,483	Level 1	$	—

The fair value of our “available-for-sale” marketable securities is determined based on quoted market prices for identical securities on a quarterly basis. There were no changes to our valuation methodologies during the first nine months of Fiscal 2013.

Marketable securities, all of which were classified as “available-for-sale” at December 31, 2012 and March 31, 2012, consisted of the following (dollars in thousands):

	December 31, 2012			March 31, 2012
Available-for-sale marketable securities
Amortized cost	$	21,491		$	22,101
Gross unrecognized holding gains	—			126
Gross unrecognized holding losses	(8		)	—
Fair value	$	21,483		$	22,227

Note 6. Goodwill and Other Intangible Assets

Goodwill

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

	Nine Months Ended December 31, 2012
	AMI			HE		Total
Beginning balance	$	4,570		$	531	$	5,101
Currency translation	(16		)	—		(16		)
Ending balance	$	4,554		$	531	$	5,085

	Year Ended March 31, 2012
	AMI			HE		Total
Beginning balance	$	4,691		$	531	$	5,222
Currency translation	(121		)	—		(121		)
Ending balance	$	4,570		$	531	$	5,101

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Other Intangible Assets

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

	Amortization Period	December 31, 2012			March 31, 2012
Local relationships	7 to 10 years	$	7,170		$	7,167
Accumulated amortization		(2,090		)	(1,475		)
		5,080			5,692
Tradenames	1 to 3 years	50			50
Accumulated amortization		(49		)	(36		)
		1			14
Existing technology	6 months	66			66
Accumulated amortization		(66		)	(66		)
		—			—
Patents	20 years	174			61
Accumulated amortization		(8		)	(2		)
		166			59
Global relationships	Indefinite	7,400			7,400
Total		$	12,647		$	13,165

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

	Nine Months Ended December 31,
	2012		2011
Local relationships	$	604	$	626
Tradenames	13		13
Existing technology	—		33
Patents	5		1
Currency translation	12		(57		)
	$	634	$	616

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

Fiscal	Local Relationships		Tradenames		Patents
Remainder of Fiscal 2013	$	210	$	1	$	4
2014	840		—		8
2015	841		—		8
2016	841		—		8
2017	851		—		8
Thereafter	1,497		—		130
	$	5,080	$	1	$	166

Note 7. Amendment to DISH Network, L.L.C. (”DISH”) Agreement

In the second quarter of Fiscal 2013, we amended and extended our agreement with DISH. Under the terms of the previous arrangement, we provided DISH with a stock-based compensation arrangement which entitled DISH to a cash payment based on the increase in price of our common stock over a strike price of $15.48 (the “SAR”). The arrangement provided that DISH would receive three equal annual installments of 200,000 SARs. We revalued this award at the end of every reporting period. Additionally,

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the previous agreement contained a provision that provided for payment of a percentage of predefined net profits of the TV Essentials™ line of business. However, no amounts were earned under the previous net profit sharing arrangement. In exchange for canceling the SAR and to compensate DISH for past services, in August 2012, we paid DISH $5.8 million and issued DISH 700,000 shares of common stock valued at $13.2 million. As of March 31, 2012, we had accrued $3.2 million as a component of accrued compensation in our Condensed Consolidated Balance Sheets relating to the SAR. In the nine month period ended December 31, 2012, the additional expense related to the amendment was $15.8 million and is reflected in selling and administrative expense in our Condensed Consolidated Statements of Operations.

The new amendment extends the agreement through at least February 2016, includes predefined net profit sharing provisions of portions of our TV Essentials™ line of business, and specifies minimum payments relating to those provisions, which will be expensed as a component of cost of sales in our Condensed Consolidated Statements of Operations as they are earned by DISH.

Note 8. Line of Credit

We currently have a revolving line of credit for $15.0 million, that matures on December 1, 2013. Interest accrues on outstanding balances under the line of credit at a rate equal to LIBOR plus 1.5 percent. The credit line is secured by substantially all of our assets and includes certain financial covenants. In August 2012, the agreement was amended to allow for letters of credit to be issued, provided that at any time the amount of outstanding letters of credit shall not exceed $1.0 million. The letters of credit are reserved under the line of credit and will reduce the amount available for borrowing. At December 31, 2012, issued and outstanding letters of credit of $0.3 million were reserved against the line of credit, and we had no outstanding borrowings under the agreement.

On February 5, 2013, the agreement was amended, extending its maturity to December 1, 2014. Also, as of January 1, 2013, the fee we will incur on the unused portion will be 0.2 percent per annum. The remaining terms are effective as of December 1, 2012, and interest will accrue on outstanding balances under the line of credit at a rate equal to LIBOR plus 2.0 percent. The amendment contains certain liquidity, asset and financial covenants and, as of December 31, 2012, we were in compliance with those covenants.

Note 9. Income Taxes

Our effective tax rate for the first nine months of Fiscal 2013 was determined by excluding certain jurisdictions with net losses. As a result, the tax provision for the first nine months of Fiscal 2013 was 0.9% and was due to taxable income in profitable jurisdictions.

Our effective tax rate for the first nine months of Fiscal 2012 was a provision of 136.9% and was negatively affected by the recording of a $1.2 million valuation allowance to fully reserve against our deferred tax assets.

Note 10. New Accounting Guidance

ASU 2012-02

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). ASU 2012-02 amends the guidance on testing indefinite-lived intangible assets, other than goodwill, for impairment. Under the new guidance, an entity testing an indefinite-lived asset for impairment has the option of performing a qualitative assessment before calculating the fair value of an asset. If the entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more likely than not impaired, the entity would be required to calculate the fair value of the asset. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, and early adoption is permitted. We do not expect the adoption of ASU 2012-02 to have a material effect on our financial position, results of operations, or cash flows.

ASU 2011-08

In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment” (“ASU 2011-08”). ASU 2011-08 simplifies the goodwill impairment assessment by permitting a company to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If the conclusion is that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company would be required to conduct the current two-step goodwill impairment test. Otherwise, it would not need to apply the two-step test. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The adoption of this guidance, effective April 1, 2012, did not have a material effect on our financial position, results of operations, or cash flows.

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Note 11. Subsequent Events

We have considered all events that have occurred subsequent to December 31, 2012 and through the date of this filing and, except as set forth below, determined that no additional disclosure is required.

On February 5, 2013, we amended our line of credit. Please refer to Note 8 of the Notes to Condensed Consolidated Financial Statements.

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

Forward-Looking Statements

Certain information included in this Quarterly Report on Form 10-Q (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 “could,” “should,” “plan,” “depends on,” “predict,” “believe,” “potential,” “may,” “will,” “expects,” “intends,” “anticipate,” “estimates” or “continues” or the negative thereof or variations thereon or comparable terminology. Forward-looking statements in this Quarterly Report on Form 10-Q include, in particular, statements regarding:

• our future results of operations and financial condition and future revenue and expenses, including declines in Home Entertainment (“HE”) Division revenue and increases in our Entertainment Essentials™ revenue as a result of further investments, the addition of new retailers and development and expansion of new and existing services, both domestically and internationally;

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

• increases in our costs over the next twelve months;

• continued contraction in the major “brick and mortar” retailers’ share of the home video rental market;

• continued increases in end consumers’ usage of non “brick and mortar” options for obtaining entertainment content, such as kiosks;

• the impact of changes in the timing of when major studios make their new movie releases available to “brick and mortar” rental outlets versus all other retail and rental options (mass merchants, kiosk, by-mail);

• future acquisitions or investments;

• our plans or requirements to hold or sell our marketable securities;

• our relationships with our customers and suppliers;

• our ability to attract new customers;

• market response to our products and services;

• the impact of changes in the timing of movie releases and the relation between the timing of the release of movies to home video to their theatrical release;

• increased spending on property and equipment in Fiscal 2013 for the capitalization of internally developed software, computer equipment, renovations to our corporate offices and other purposes;

• expected amortization of our deferred rent; and

• the sufficiency of our available sources of liquidity to fund our current operations, the continued current development of our business information services and other cash requirements through at least December 31, 2013.

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

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

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

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

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

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

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

• retain and grow our base of retailers (“Participating Retailers”);

• continue to obtain home entertainment content products (DVDs, Blu-ray Discs, etc.) (collectively “Units”) leased/licensed to home video specialty stores and other retailers from content providers, generally motion picture studios and other licensors or owners of the rights to certain video programming content (“Program Suppliers”);

• retain our relationships with our significant Program Suppliers;

• manage and/or offset any cost increases;

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• add new clients or adjust rates for our services;

• adapt to government restrictions;

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

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

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

Please refer to Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012 (“Fiscal 2012”) as filed with the Securities and Exchange Commission on June 8, 2012 for a discussion of reasons why our actual results may differ materially from our forward-looking statements. Although we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, even if our expectations change.

Business Overview

We have two operating divisions within our corporate structure and, accordingly, we report certain financial information by individual segment under this structure. Our Advanced Media and Information (“AMI”) Division includes our media measurement services. Our HE Division includes our distribution services as well as services that measure, aggregate and report consumer rental and retail activity on film and video game product from traditional “brick and mortar”, online and kiosk retailers. During the fourth quarter of Fiscal 2012, management moved Digital Download Essentials and Home Entertainment Essentials from the HE Division to the AMI Division effective April 1, 2011 as a result of a change in our internal reporting structure and all prior periods have been restated to reflect this change.

Our AMI Division encompasses media measurement services across multiple screens and platforms and is delivered via web-based products within our Entertainment Essentials™ lines of business. These services, offered primarily on a recurring subscription basis, capture consumer viewing data, which is integrated with consumer segmentation and purchase behavior databases. We provide film studios, television networks and stations, cable, satellite and telecommunications company (“telco”) operators, advertisers and advertising agencies insights into consumer viewing and purchasing patterns through our thorough and expansive databases of box office results and local, national and on demand television performance.

Our HE Division services incorporate a unique set of applications designed to help clients maintain and direct their business practices relating to home video products. Entertainment content is distributed to various retailers primarily on behalf of motion picture studios. We track and report performance of home entertainment products leased directly to video retailers or through our Pay-Per-Transaction (“PPT”) System. Within this system, video retailers are given access to a wide selection of box office hits, independent releases and foreign films from the industry’s leading suppliers on a revenue sharing basis. We provide second- and third-tier retailers, as well as a few major national chains, the opportunity to acquire new inventory, and our PPT System enables retailers everywhere, regardless of size, the ability to increase both the depth and breadth of their inventory, better satisfy consumer demand and more effectively compete in the marketplace. We lease product from our Program Suppliers; Participating Retailers sublease that product from us and rent it to consumers. Participating Retailers then share a portion of the revenue from each retail rental transaction with us and we share a portion of the revenue with the Program Suppliers. Our PPT System supplies both content providers and retailers with the intelligence and infrastructure necessary to make revenue sharing a viable and productive option.

Our HE Division also includes our rental Studio Direct Revenue Sharing (“DRS”) services, which grant content providers constant, clear feedback and data, plus valuable checks and balances on how both their video products and retailers are performing. Data relating to rented entertainment content is received on physical product under established agreements on a fee for service basis.

AMI Division

Our media measurement services, offered primarily on a recurring subscription basis, are distributed to clients through patent pending software systems and business processes, and capture data and other intelligence viewed on multiple screens across various platforms within the entertainment industry.

Our current spending, investments and long-term strategic planning are heavily focused on the development, growth and expansion of our AMI Division, both domestically and internationally. As such, we continue to allocate significant resources to our Entertainment Essentials™ services and product lines. Our AMI Division revenue increased $9.8 million, or 32.8%, in the first nine months of Fiscal 2013 compared to the first nine months of Fiscal 2012.

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The AMI Division lines of business, which we refer to as Entertainment Essentials™ services, are:

• Box Office Essentials™,

• OnDemand Everywhere, which includes OnDemand Essentials™ and related products, and

• TV Essentials™, which includes StationView Essentials.

Typical clients subscribing to our services include motion picture studios, television networks and stations, cable and telco operators, advertisers and advertising agencies.

HE Division

The financial results from the HE Division continue to be negatively affected by the changing dynamics in the home video rental market. This market is highly competitive and influenced greatly by consumer spending patterns, behaviors and technological advancements. The end consumer has a wide variety of choices from which to select his or her entertainment content and can easily shift from one provider to another. Some examples include renting Units from our Participating Retailers or other retailers, purchasing previously viewed Units from our Participating Retailers or other retailers, renting or purchasing Units from kiosk locations, ordering Units via online subscriptions and/or online distributors (mail delivery), subscribing to at-home movie channels, downloading or streaming content via the Internet, purchasing and owning the Unit directly or selecting an at-home “pay-per-view” or “on demand” option from a satellite or cable provider. Our PPT System focuses primarily on the traditional “brick and mortar” retailer and provides those Participating Retailers the opportunity to increase both the depth and breadth of their inventory, better satisfy consumer demand and more effectively compete in the marketplace. Many of our arrangements are structured so that Participating Retailers pay reduced 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). These programs offer Participating Retailers a way to more effectively acquire “new release” rental inventory on a lease basis instead of purchasing and owning the inventory directly.

The landscape of the home video rental market for “brick and mortar” retailers has seen significant changes, and some major retailers, such as Movie Gallery, have exited the market entirely, while others, such as Blockbuster Entertainment (“Blockbuster”) have seen significant store closures. Blockbuster also recently announced more closures which would bring the chain to approximately 500 retail locations. As a result of these market changes, we believe the major “brick and mortar” retailers’ share of the overall industry is contracting. It is difficult to predict what effect, if any, this will have on our Program Suppliers and/or the performance of our Participating Retailers.

Also, end consumers’ usage of non “brick and mortar” options for obtaining entertainment content, such as kiosks, continues to increase and our Participating Retailers’ market share has been negatively affected, contributing to a decline in our revenue. However, during the quarter, we added a major rental chain to our list of PPT customers and will provide units to that retailer from at least one major Program Supplier. While we expect to see additional revenue in upcoming quarters as a result of adding this new Participating Retailer, it is too soon to predict what impact, if any, this will have on total revenue in the future.

In general, we continue to be in good standing with our Program Suppliers, and we make ongoing efforts to strengthen those business relationships through enhancements to our current service offerings and the development of new service offerings. During the quarter, a former Program Supplier, Warner Bros., returned to the PPT System, and we were able to begin offering their content to our Participating Retailers again. We are also continually seeking to develop business relationships with new Program Suppliers. Our relationships with Program Suppliers may typically be terminated without cause upon thirty days written notice by either party.

Sources of Revenue

Revenue by segment includes the following:

AMI Division

Subscription fee and other revenue, primarily relating to custom reports, from our Entertainment Essentials™ services.

HE Division

• PPT revenues include fees generated when Participating Retailers rent Units or sell previously-viewed rental Units to consumers and upfront fees generated when Units are distributed to Participating Retailers. Additionally, certain arrangements include guaranteed minimum revenue from our customers, which are recognized on the street (release) date, provided all other revenue recognition criteria are met; and

• DRS fees, which are generated from data tracking and reporting services provided to Program Suppliers.

Results of Operations

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

	AMI			HE		Other (1)			Total
Three Months Ended December 31, 2012
Sales to external customers	$	13,712		$	11,236	$	—		$	24,948
Gross margin	8,210			2,891		—			11,101
Income (loss) from operations	1,194			1,523		(4,486		)	(1,769		)
Three Months Ended December 31, 2011
Sales to external customers	$	10,393		$	11,818	$	—		$	22,211
Gross margin	6,868			3,753		—			10,621
Income (loss) from operations	1,100			2,019		(4,093		)	(974		)
Nine Months Ended December 31, 2012
Sales to external customers	$	39,553		$	31,109	$	—		$	70,662
Gross margin	24,291			9,028		—			33,319
Income (loss) from operations	(12,555		)	5,016		(13,292		)	(20,831		)
Nine Months Ended December 31, 2011
Sales to external customers	$	29,775		$	36,696	$	—		$	66,471
Gross margin	19,174			12,068		—			31,242
Income (loss) from operations	3,773			6,929		(11,814		)	(1,112		)

(1) Includes corporate and other expenses that are not allocated to a specific segment.

Revenue

Revenue increased$2.7 million, or 12.3%, to $24.9 million in the third quarter of Fiscal 2013 compared to $22.2 million in the third quarter of Fiscal 2012. Revenue increased$4.2 million, or 6.3%, to $70.7 million in the nine month period ended December 31, 2012 compared to $66.5 million in the nine month period ended December 31, 2011. The increases in revenue were due to increases in AMI Division revenue, primarily related to growth in our existing lines of business, partially offset by declines in revenue from our HE Division. These fluctuations are described in more detail below.

AMI Division

Revenue related to our Entertainment Essentials™ business information service offerings increased primarily due to the addition of new customers, rate increases from existing customers and expansion of our systems and service offerings. We expect continued future increases in our Entertainment Essentials™ revenue as a result of further investments, development and expansion of new and existing services, both domestically and internationally.

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Revenue information related to our AMI Division is as follows (dollars in thousands):

	Three Months Ended December 31,				Dollar Change		% Change
	2012		2011
Box Office Essentials™	$	6,089	$	5,473	$	616	11.3%
OnDemand Everywhere	3,066		2,625		441		16.8%
TV Essentials™	4,557		2,295		2,262		98.6%
	$	13,712	$	10,393	$	3,319	31.9%
	Nine Months Ended December 31,				Dollar Change		% Change
	2012		2011
Box Office Essentials™	$	17,793	$	15,689	$	2,104	13.4%
OnDemand Everywhere	9,318		8,077		1,241		15.4%
TV Essentials™	12,442		6,009		6,433		107.1%
	$	39,553	$	29,775	$	9,778	32.8%

The increases in Box Office Essentials™ revenue in the Fiscal 2013 periods were primarily due to rate increases for existing clients and the addition of new clients.

The increases in OnDemand Everywhere revenue in the Fiscal 2013 periods were primarily due to rate increases for existing clients and increased custom reporting projects.

The increases in TV Essentials™ revenue in the Fiscal 2013 periods were primarily due to the addition of new clients and rate increases for existing clients.

HE Division

Revenue information related to our HE Division is as follows (dollars in thousands):

	Three Months Ended December 31,				Dollar Change			% Change
	2012		2011
PPT	$	10,666	$	10,690	$	(24	)	(0.2)%
DRS	570		1,128		(558		)	(49.5)%
	$	11,236	$	11,818	$	(582	)	(4.9)%
	Nine Months Ended December 31,				Dollar Change			% Change
	2012		2011
PPT	$	29,051	$	32,513	$	(3,462	)	(10.6)%
DRS	2,058		4,183		(2,125		)	(50.8)%
	$	31,109	$	36,696	$	(5,587	)	(15.2)%

The decreases in PPT revenue in the Fiscal 2013 periods were primarily due to fewer Participating Retailers, fewer available Units and lower box office performance from theatrical titles in the Fiscal 2013 periods compared to the Fiscal 2012 periods, in part due to consumers’ focus on the summer Olympics during the second quarter of Fiscal 2013 as well as continued changing market conditions. Also, during the third quarter of Fiscal 2012, Warner Bros. decided it would release its video content in the retail channel before offering it to the rental market. This had a negative effect on our PPT business during the first nine months of Fiscal 2013. However, during the third quarter, Warner Bros. returned to its previous distribution strategy of providing “brick and mortar” retailers with new release content on the initial street date, and we were able to offer some Warner Units to our Participating Retailers. We expect this change will have a positive impact on our revenue in the future, but it is too soon to predict the magnitude of the impact. Additionally, during the third quarter of Fiscal 2013, we added a significant Participating Retailer to our PPT System which contributed to an overall increase in Units shipped during the quarter and helped to narrow the decline in PPT revenue. We also expect higher volumes and increased revenue from this Participating Retailer going forward, but since this is dependent on various factors, like the availability and quality of Units, we are unable to estimate the how much the increase will be, if any.

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The decreases in DRS revenue in the Fiscal 2013 periods were due to fewer transactions processed as a result of Warner Bros.’ decision mentioned above, as well as a decline in the number of direct retailers from which to track content performance for Program Suppliers. We believe the modification of Warner Bros.’ distribution strategy noted above should increase our DRS revenue, but it is too soon to predict what impact, if any, this will have on our revenue in the future.

Cost of Sales and Gross Margins

Cost of sales represents the direct costs to produce revenue.

In the AMI Division, cost of sales includes costs relating to our Entertainment Essentials™ services, and consists of costs associated with the operation of a call center for our Box Office Essentials™ 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.

In the HE Division, cost of sales includes Unit costs, transaction costs, sell-through costs and freight costs. 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 affected 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 recognition of 100% of the 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 Units, margins may not expand to any significant degree during any reporting period. As a result, it is difficult to predict the effect these Program Supplier revenue sharing programs with guaranteed minimums will have on future results of operations in any reporting period.

Cost of sales increased $2.3 million, or 19.5%, in the third quarter of Fiscal 2013 compared to the third quarter of Fiscal 2012, and increased $2.1 million, or 6.0%, in the first nine months of Fiscal 2013 compared to the same period of Fiscal 2012.

AMI Division

Cost of sales information related to our AMI Division is as follows (dollars in thousands):

	Three Months Ended December 31,				Dollar Change		% Change
	2012		2011
Costs related to:
Amortization of internally developed software	$	667	$	551	$	116	21.1%
Call center operation	1,362		1,177		185		15.7%
Obtaining, cleansing and processing data	3,473		1,797		1,676		93.3%
	$	5,502	$	3,525	$	1,977	56.1%
	Nine Months Ended December 31,				Dollar Change		% Change
	2012		2011
Costs related to:
Amortization of internally developed software	$	1,914	$	1,595	$	319	20.0%
Call center operation	3,872		3,598		274		7.6%
Obtaining, cleansing and processing data	9,476		5,408		4,068		75.2%
	$	15,262	$	10,601	$	4,661	44.0%

The increase in cost of sales within the AMI Division in the third quarter of Fiscal 2013 compared to the third quarter of Fiscal 2012 resulted primarily from expanding market coverage with existing data supplier agreements, the addition of new data supplier agreements and the amendment to our data supplier agreement with DISH, which occurred in the second quarter of Fiscal 2013, and requires minimum payments relating to predefined net profit sharing provisions of portions of our TV Essentials™ line of business. The increase in the first nine months of Fiscal 2013 compared to the same period of Fiscal 2012 also reflects costs associated with the DISH amendment.

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HE Division

Cost of sales information related to our HE Division is as follows (dollars in thousands):

	Three Months Ended December 31,				Dollar Change			% Change
	2012		2011
Costs related to:
Transaction fees	$	5,879	$	5,437	$	442		8.1%
Sell-through fees	1,239		1,517		(278		)	(18.3)%
Other	1,227		1,111		116			10.4%
	$	8,345	$	8,065	$	280		3.5%
	Nine Months Ended December 31,				Dollar Change			% Change
	2012		2011
Costs related to:
Transaction fees	$	15,339	$	16,775	$	(1,436	)	(8.6)%
Sell-through fees	3,771		4,547		(776		)	(17.1)%
Other	2,971		3,306		(335		)	(10.1)%
	$	22,081	$	24,628	$	(2,547	)	(10.3)%

The increase in cost of sales within the HE Division in the third quarter of Fiscal 2013 compared to the third quarter of Fiscal 2012 was primarily related to an increase in the Units with guarantees. The decrease in cost of sales in the first nine months of Fiscal 2013 compared to the same period of Fiscal 2012 was primarily related to the decreases in revenue discussed above.

Gross margins as a percentage of revenue were as follows:

	Three Months Ended December 31,		Nine Months Ended December 31,
	2012	2011	2012	2011
AMI Division	59.9%	66.1%	61.4%	64.4%
HE Division	25.7%	31.8%	29.0%	32.9%

The declines in gross margin in the AMI Division in the Fiscal 2013 periods compared to the same periods of Fiscal 2012 were primarily due to a shift in mix of revenue, as more revenue in the current quarter was generated from TV Essentials™, which has a lower gross margin than Box Office Essentials or On Demand Essentials.

The decreases in gross margin in the HE Division in the Fiscal 2013 periods compared to the same periods of Fiscal 2012 were primarily due to a shift in mix of revenue to less DRS revenue, which typically has higher margins.

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 and intangible assets and software, real and personal property leases, as well as other general corporate expenses.

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Selling and administrative expense information is as follows (dollars in thousands):

	Three Months Ended December 31,				Dollar Change			% Change
Selling and administrative	2012		2011
AMI	$	7,016	$	5,768	$	1,248		21.6%
HE	1,368		1,734		(366		)	(21.1)%
Corporate	4,486		4,093		393			9.6%
	$	12,870	$	11,595	$	1,275		11.0%
	Nine Months Ended December 31,				Dollar Change			% Change
Selling and administrative	2012		2011
AMI	$	36,846	$	15,401	$	21,445		139.2%
HE	4,012		5,139		(1,127		)	(21.9)%
Corporate	13,292		11,814		1,478			12.5%
	$	54,150	$	32,354	$	21,796		67.4%

AMI Division

The increase in selling and administrative expenses in the AMI Division in the three month period ended December 31, 2012 compared to the same period of Fiscal 2012 was primarily due to increased costs related to the expansion of our AMI Division, with approximately three-quarters of the increase related to the growth in TV Essentials™. The increase for the nine month period ended December 31, 2012 compared to the same period of Fiscal 2012 was primarily due to changes related to the cancellation of a stock award granted to DISH that had been previously revalued at the end of each reporting period and increased costs related primarily to increased headcount and other costs associated with the expansion of TV Essentials™.

In exchange for canceling the stock award and as compensation for past services, DISH was paid $5.8 million and issued 700,000 shares of our common stock during the second quarter of Fiscal 2013, and we recorded $15.8 million in expense related to this amendment and related stock award. There was no expense in the three month period ended December 31, 2012 related to this award since it was canceled. However, there were credits of $110,000 and $2.6 million in the three and nine month period ended December 31, 2011, respectively.

Excluding the impact of the DISH amendment, expenses increased $3.1 million, or 17.5%, in the nine months ended December 31, 2012 compared to the same period of Fiscal 2012.

HE Division

The decreases in selling and administrative expenses in the HE Division in the Fiscal 2013 periods compared to the same periods of Fiscal 2012 were primarily due to reductions in our overall headcount in order to better align the number of employees with current and expected future trends in this division.

Corporate

The increases in Corporate selling and administrative expenses in the Fiscal 2013 periods compared to the same periods of Fiscal 2012 were primarily due to increases in headcount in our information technology department and higher stock-based compensation costs as a result of equity awards granted in the first quarter of Fiscal 2013.

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Income (Loss) from Operations (dollars in thousands)

	Three Months Ended December 31,						Dollar Change			% Change
Income (loss) from operations	2012			2011
AMI	$	1,194		$	1,100		$	94		8.5%
HE	1,523			2,019			(496		)	(24.6)%
Corporate	(4,486		)	(4,093		)	(393		)	(9.6)%
	$	(1,769	)	$	(974	)	$	(795	)	(81.6)%
	Nine Months Ended December 31,						Dollar Change			% Change
Income (loss) from operations	2012			2011
AMI	$	(12,555	)	$	3,773		$	(16,328	)	(432.8)%
HE	5,016			6,929			(1,913		)	(27.6)%
Corporate	(13,292		)	(11,814		)	(1,478		)	(12.5)%
	$	(20,831	)	$	(1,112	)	$	(19,719	)	(1,773.3)%

The increase in loss from operations in the nine month period ended December 31, 2012 compared to the same period of Fiscal 2012 was primarily due to the increase in expense in our AMI Division related to the amendment of our agreement with DISH as discussed above. Operating income for the AMI Division excluding the impact of the DISH amendment would have been:

	Nine Months Ended December 31,						Dollar Change			% Change
Income (loss) from operations	2012			2011
AMI as reported	$	(12,555	)	$	3,773		$	(16,328	)	(432.8)%
Less: DISH stock-based compensation	15,864			(2,453		)	18,317			(746.7)%
AMI before DISH stock-based compensation	$	3,309		$	1,320		$	1,989		150.7%

We believe that adjusting for the expense associated with the DISH amendment gives a more useful indicator by which to compare the current financial performance of the AMI Division.

Income Taxes

Our effective tax rate for the first nine months of Fiscal 2013 was determined by excluding certain jurisdictions with net losses. As a result, the tax provision was 0.9% and was due to taxable income in profitable jurisdictions, compared to a tax provision of 136.9% in the first nine months of Fiscal 2012, which was negatively affected by the recording of a $1.2 million valuation allowance to fully reserve against our deferred tax assets.

Liquidity and Capital Resources

Our sources of liquidity include our cash and cash equivalents, marketable securities, cash expected to be generated from future operations and investments and our ability to borrow on our $15.0 million line of credit. Based on our current financial projections and projected cash needs, we believe that our available sources of liquidity will be sufficient to fund our current operations, the continued current development of our business information services and other cash requirements through at least December 31,2013.

Cash and cash equivalents and marketable securities decreased$1.6 million to $26.2 million at December 31, 2012 from March 31, 2012. This decrease resulted primarily from $4.3 million used for the purchase of equipment and capitalized information technology costs offset by $1.1 million provided by operating activities, $0.6 million in proceeds from the issuance of our common stock and a $1.0 million contribution from noncontrolling interests. Portions of our cash and cash equivalents are held in our foreign subsidiaries. In the event the foreign subsidiaries repatriate these earnings, the earnings may be subject to United States federal, state and foreign income taxes. As of December 31, 2012, we had $3.3 million in foreign bank accounts, of which we plan to use $1.3 million to fund our international expansion and growth.

We had $21.5 million invested in an adjustable rate government fund as of December 31, 2012. Bond fund values fluctuate in response to the financial condition of individual issues, general market and economic conditions and changes in interest rates. In general, when interest rates rise, bond fund values fall and investors may lose principal value. While we currently have no plans

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or requirements to sell the securities in the foreseeable future, we are exposed to market risks and cannot predict what impact fluctuations in the market may have on the value of these funds.

Accounts and notes receivable, net of allowances, decreased $1.9 million to $12.4 million at December 31, 2012 from March 31, 2012, primarily due to lower revenue in the HE Division in the third quarter of Fiscal 2013 compared to the fourth quarter of Fiscal 2012.

During the first nine months of Fiscal 2013, we spent $4.3 million on property and equipment, including $3.0 million for the capitalization of internally developed software for our business information service offerings. We anticipate spending a total of approximately $6.0 million on property and equipment in all of Fiscal 2013, of which approximately $4.0 million is for the capitalization of internally developed software, primarily for the development of systems for our Entertainment Essentials™ lines of business. The remaining amounts include purchases of computer equipment and renovations to our corporate offices.

Accrued liabilities increased $1.9 million to $5.0 million at December 31, 2012 from March 31, 2012, primarily due to increased payments related to our data suppliers.

Accrued compensation decreased$3.8 million to $4.9 million at December 31, 2012 from March 31, 2012, primarily due to a $3.2 million decrease in accrued stock-based compensation for DISH’s award that was canceled and settled in cash during the second quarter of Fiscal 2013, and a $0.7 million decrease in severance accruals relating to payments made during the first nine months of Fiscal 2013 as a result of the reorganization of our foreign operations.

Deferred revenue and other credits of $1.9 million at December 31, 2012 included amounts related to quarterly and annual subscriptions for our services, as well as the current portion of our deferred rent credits.

Deferred rent of $1.8 million at December 31, 2012 represents amounts received for qualified renovations to our corporate headquarters and free rent for a portion of the lease term. The deferred rent related to qualified renovations is being amortized against rent expense over the remaining lease term, which is expected to end December 31, 2021, at the rate of approximately $29,000 per quarter. The deferred rent related to free rent is also being amortized against rent expense over the remaining lease term and is expected to be approximately $13,000 per quarter for Fiscal 2013.

We currently have a revolving line of credit for $15.0 million that matures December 1, 2013. Interest accrues on outstanding balances under the line of credit at a rate equal to LIBOR plus 1.5 percent. The credit line is secured by substantially all of our assets and includes certain financial covenants. At December 31, 2012, issued and outstanding letters of credit of $0.3 million were reserved against the line of credit and we had no outstanding borrowings under this agreement. On February 5, 2013, the agreement was amended, extending its maturity to December 1, 2014. Also, as of January 1, 2013, the fee we will incur on the unused portion will be 0.2 percent per annum. The remaining terms are effective as of December 1, 2012, and interest will accrue on outstanding balances under the line of credit at a rate equal to LIBOR plus 2.0 percent. The amendment contains certain liquidity, asset and financial covenants and, as of December 31, 2012, we were in compliance with those covenants.

In the first quarter of Fiscal 2012, we received a loan from the State of Oregon for $0.5 million for the purpose of facility renovations. The loan bears interest at 5% per annum and contains provisions relating to forgiveness if we meet certain requirements. As of December 31, 2012, we are on schedule toward meeting those requirements. The loan is due on January 31, 2014 if it is not forgiven.

Critical Accounting Policies and Estimates

We reaffirm the critical accounting policies and estimates as reported in our Fiscal 2012 Annual Report on Form 10-K.

New Accounting Guidance

See Note 10 of Notes to Condensed Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

There have been no material changes in our reported market risks since the filing of our Fiscal 2012 Annual Report on Form 10-K.

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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, 2012 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 2012 Form 10-K.

ITEM 6. EXHIBITS

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

10.1	Fifth Amendment to Credit Agreement, dated December 1, 2012 between Rentrak Corporation and Wells Fargo Bank, National Association
10.2	Revolving Line of Credit Note dated December 1, 2012 between Rentrak Corporation and Wells Fargo Bank, National Association
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.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Label Linkbase Document

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SIGNATURE

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

Date:	February 7, 2013	RENTRAK CORPORATION
		By:	/s/ David I. Chemerow
		David I. Chemerow Chief Operating Officer and Chief Financial Officer

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EX-10.1

Exhibit 10.1

FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of December 1, 2012, by and between RENTRAK CORPORATION, an Oregon corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

RECITALS

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of December 1, 2008, as amended from time to time ("Credit Agreement").

WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:

1.    Section 1.1 (a) is hereby amended by deleting "December 1, 2013" as the last day on which Bank will make advances under the Line of Credit, and by substituting for said date "December 1, 2014," with such change to be effective upon the execution and delivery to Bank of a promissory note dated as of December 1, 2012 (which promissory note shall replace and be deemed the Line of Credit Note defined in and made pursuant to the Credit Agreement) and all other contracts, instruments and documents required by Bank to evidence such change.

2.    Section 1.2 (a) is hereby deleted in its entirety, and the following substituted therefor:

"(a)    Interest. The outstanding principal balance of each credit subject hereto shall bear interest at the rate of interest set forth in each promissory note or other instrument or document executed in connection therewith.”

3.    Section 1.2 (c) is hereby deleted in its entirety, and the following substituted therefor:

"(c)    Unused Commitment Fee. Borrower shall pay to Bank a fee equal to (a) ten hundredths percent (0.10%), for calendar quarter ending December 31, 2012 and (b) one fifth percent (0.20%), commencing calendar quarter ending March 31, 2013 and each calendar quarter thereafter, per annum (computed on the basis of a 360-day year, actual days elapsed) on the average daily unused amount of the Line of Credit, which fee shall be calculated on a quarterly basis by Bank and shall be due and payable by Borrower in arrears within thirty (30) days after each billing is sent by Bank.”

4.    Section 4.3 (c) shall be renumbered as 4.3 (d).

5.    The following is hereby added to the Credit Agreement as Section 4.3 (c):

"(c)    not later than 30 days after and as of the end of each fiscal quarter, an aged listing of accounts receivable;”

6.    Section 4.9 is hereby deleted in its entirety, and the following substituted therefor:

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

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

(b)Net income after taxes not less than $1.00 (allowing for the add-back of non-cash stock based compensation in an aggregate amount no greater than $8,000,000.00) on an annual basis, determined as of each fiscal year end, commencing March 31, 2014 and each fiscal year thereafter.

(c)Net loss not greater than $3,500,000.00 (allowing for the add-back of non-cash stock based compensation in an aggregate amount no greater than $7,000,000.00 and the DISH Network charge of $15,864,000.00) on an annual basis, determined as of fiscal year end March 31, 2013.

(d)Pre-tax net loss not greater than $2,500,000.00 (allowing for the add-back of non-cash stock based compensation) on a year-to date basis, determined as of each fiscal quarter end, commencing June 30, 2013 and each June 30, September 30 and December 31 thereafter.”

7.    Section 4.11 is hereby deleted in its entirety, and the following substituted therefor:

"SECTION  4.11. LIQUIDITY RESERVE. Maintain reserves of Unencumbered Liquid Assets with Bank and/or an affiliate of Bank with an aggregate fair market value not at any time less than three (3) times the quarterly pre-tax net loss (allowing for the add-back of non-cash stock based compensation) on a year-to-date basis, determined as of each fiscal quarter end, commencing on June 30, 2013 and each fiscal quarter end thereafter, as determined by Bank following receipt of the financial statements required hereunder. As used herein, “Unencumbered Liquid Assets” shall mean cash, cash equivalents and/or publicly traded/quoted marketable securities acceptable to Bank in its sole discretion, free of any lien or other encumbrance other than a lien in favor of Bank (provided that any liquid assets subject to a lien in favor of Bank may only be included to the extent that such assets are not necessary, on any date of determination, to meet any minimum collateral value requirement of the obligations secured thereby). Retirement account assets held in a fiduciary capacity by Borrower shall not qualify as Unencumbered Liquid Assets."

8.    The following is hereby added to the Credit Agreement as Section 4.12:

“SECTION  4.12. ASSET COVERAGE. Maintain the value of Borrower's eligible accounts receivable and cash balances such that the aggregate of (a) seventy-five percent (75%) of the value of Borrower's eligible accounts receivable; plus (b) Borrower's cash balances, is equal to or greater than the total amount of commitment under the Line of Credit as measured and determined at each fiscal quarter end. As used herein, "eligible accounts receivable" shall consist solely of trade accounts created in the ordinary course of Borrower's business, upon which Borrower's right to receive payment is absolute and not contingent upon the fulfillment of any condition whatsoever, and in which Bank has a perfected security interest of first priority, and shall not include:

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

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

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

9.    Article V is hereby deleted in its entirety, and the following substituted therefor:

" ARTICLE V

NEGATIVE COVENANTS

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

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

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

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

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

SECTION 5.5.    LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any person or entity, except (a) any of the foregoing existing as of, and disclosed to Bank prior to, the date hereof, and (b) advances to employees in the ordinary course of Borrower's business in amounts not to exceed an aggregate of $25,000.00 outstanding at fiscal quarter end.

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

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

10.    Section 6.1 (d), (e) and (f) are hereby deleted in their entirety, and the following substituted therefor:

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

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

(f)    Borrower or any Third Party Obligor shall become insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; Borrower or any Third Party Obligor shall file a voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time ("Bankruptcy Code"), or under any state or federal law granting relief to debtors, whether now or hereafter in effect; or any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to

bankruptcy, reorganization or other relief for debtors is filed or commenced against Borrower or any Third Party Obligor and such involuntary petition or proceeding continues undismissed, not stayed or not vacated more than sixty (60) days following the date of its filing, or Borrower or any Third Party Obligor shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition; or Borrower or any Third Party Obligor shall be adjudicated a bankrupt, or an order for relief shall be entered against Borrower or any Third Party Obligor by any court of competent jurisdiction under the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors.”

11.    Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document.

12.    Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

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

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

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

EX-10.2

Exhibit 10.2

REVOLVING LINE OF CREDIT NOTE

$15,000,000.00Portland, Oregon

December 1, 2012

FOR VALUE RECEIVED, the undersigned RENTRAK CORPORATION ("Borrower") promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at 1300 SW 5^th Avenue, 13^th Floor, Portland, Oregon, 97201, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Fifteen Million Dollars ($15,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

DEFINITIONS:

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

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

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

(c)"Fixed Rate Term" means a period commencing on a Business Day and continuing for one (1), three (3) or six (6) months, as designated by Borrower, during which all or a portion of the outstanding principal balance of this Note bears interest determined in relation to LIBOR; provided however, that no Fixed Rate Term may be selected for a principal amount less than One Hundred Thousand Dollars ($100,000.00); and provided further, that no Fixed Rate Term shall extend beyond the scheduled maturity date hereof. If any Fixed Rate Term would end on a day which is not a Business Day, then such Fixed Rate Term shall be extended to the next succeeding Business Day.

(d)"LIBOR" means the rate per annum (rounded upward, if necessary, to the nearest whole 1/8 of 1%) and determined pursuant to the following formula:

LIBOR =	Base LIBOR
	100% - LIBOR Reserve Percentage

(i)"Base LIBOR" means the rate per annum for United States dollar deposits quoted by Bank (A) for the purpose of calculating effective rates of interest for loans making reference to LIBOR, as the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by Bank for the purpose of calculating effective rates of interest for loans making reference thereto, on the first day of a Fixed Rate Term for delivery of funds on said date for a period of time approximately equal to the number of days in such Fixed Rate Term and in an amount approximately equal to the principal amount to which such Fixed Rate Term applies, or (B) for the purpose of calculating effective rates of interest for loans making reference to the Daily One Month LIBOR Rate, as the Inter-Bank Market Offered Rate in effect from time to time for delivery of funds for one (1) month in amounts approximately equal to the principal amount of such loans. Borrower understands and agrees that Bank may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as Bank in its discretion deems appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the London Inter-Bank Market.

(ii)"LIBOR Reserve Percentage" means the reserve percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor) for "Eurocurrency Liabilities" (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for expected changes in such reserve percentage during the applicable term of this Note.

INTEREST:

(a)Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) either (i) at a fluctuating rate per annum determined by Bank to be two percent (2.00%) above the Daily One Month LIBOR Rate in effect from time to time, or (ii) at a fixed rate per annum determined by Bank to be two percent (2.00%) above LIBOR in effect on the first day of the applicable Fixed Rate Term. When interest is determined in relation to the Daily One Month LIBOR Rate, each change in the interest rate shall become effective each Business Day that the Bank determines that the Daily One Month LIBOR Rate has changed. Bank is hereby authorized to note the date, principal amount and interest rate applicable thereto and any payments made thereon on Bank's books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted.

(b)Selection of Interest Rate Options. At any time any portion of this Note bears interest determined in relation to LIBOR for a Fixed Rate Term, it may be continued by Borrower at the end of the Fixed Rate Term applicable thereto so that all or a portion thereof bears interest determined in relation to the Daily One Month LIBOR Rate or to LIBOR for a new Fixed Rate Term designated by Borrower. At any time any portion of this Note bears interest determined in relation to the Daily One Month LIBOR Rate, Borrower may at any time convert all or a portion thereof so that it bears interest determined in relation to LIBOR for a Fixed Rate Term designated by Borrower. At such time as Borrower requests an advance hereunder or wishes to select an interest rate determined in relation to the Daily One Month LIBOR Rate or a Fixed Rate Term for all or a portion of the outstanding principal balance hereof, and at the end of each Fixed Rate Term, Borrower shall give Bank notice specifying: (i) the interest rate option selected by Borrower; (ii) the principal amount subject thereto; and (iii) for each LIBOR selection for a Fixed Rate Term, the length of the applicable Fixed Rate Term. Any such notice may be given by telephone (or such other electronic method as Bank may permit) so long as, with respect to each LIBOR selection for a Fixed Rate Term, (A) if requested by Bank, Borrower provides to Bank written confirmation thereof not later than three (3) Business Days after such notice is given, and (B) such notice is given to Bank prior to 10:00 a.m. on the first day of the Fixed Rate Term, or at a later time during any Business Day if Bank, at its sole option but without obligation to do so, accepts Borrower's notice and quotes a fixed rate to Borrower. If Borrower does not immediately accept a fixed rate when quoted by Bank, the quoted rate shall expire and any subsequent LIBOR request from Borrower shall be subject to a redetermination by Bank of the applicable fixed rate. If no specific designation of interest is made at the time any advance is requested hereunder or at the end of any Fixed Rate Term, Borrower shall be deemed to have made a Daily One Month LIBOR Rate interest selection for such advance or the principal amount to which such Fixed Rate Term applied.

(c)Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) future, supplemental, emergency or other changes in the LIBOR Reserve Percentage, assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR to the extent they are not included in the calculation of LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower.

(d)Payment of Interest. Interest accrued on this Note shall be payable on the first day of each month, commencing February 1, 2013.

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

BORROWING AND REPAYMENT:

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

payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and payable in full on December 1, 2014.

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

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

PREPAYMENT:

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

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

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

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

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

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

EVENTS OF DEFAULT:

This Note is made pursuant to and is subject to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of December 1, 2008, as amended from time to time (the "Credit Agreement"). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an "Event of Default" under this Note.

MISCELLANEOUS:

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

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

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

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

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

RENTRAK CORPORATION

By: ___________________________

David I. Chemerow,

CFO, COO and Secretary

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

I, William P. Livek, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: February 7, 2013

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

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

I, David I. Chemerow, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: February 7, 2013

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

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Rentrak Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William P. Livek, Director and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

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

By:	/s/ William P. Livek
William P. Livek
Director and Chief Executive Officer
Rentrak Corporation
February 7, 2013

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

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Rentrak Corporation (the “Company”) on Form 10-Q for the quarter ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David I. Chemerow, Chief Operating Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

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

By:	/s/ David I. Chemerow
David I. Chemerow
Chief Operating Officer and Chief Financial Officer
Rentrak Corporation
February 7, 2013

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

XML

Goodwill And Other Intangible Assets Expected amortization expense (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Mar. 31, 2012
Local Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Remainder of Fiscal 2013	$ 210
2014	840
2015	841
2016	841
2017	851
Therafter	1,497
Finite-lived intangible assets, net	5,080	5,692
Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Remainder of Fiscal 2013	1
2014	0
2015	0
2016	0
2017	0
Therafter	0
Finite-lived intangible assets, net	1	14
Patents [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Remainder of Fiscal 2013	4
2014	8
2015	8
2016	8
2017	8
Therafter	130
Finite-lived intangible assets, net	$ 166	$ 59

XML

Net Income (Loss) Per Share Reconciliation of the shares used for the basic earnings (loss) per share (“EPS”) and diluted EPS calculations (Details)	3 Months Ended				9 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2012		Dec. 31, 2011
Basic EPS:
Weighted average number of shares of common stock outstanding and vested deferred stock units (“DSUs”) (in shares)	11,996,000	[1]	11,102,000	[1]	11,634,000	[1]	11,205,000	[1]
Diluted EPS:
Effect of dilutive stock options and unvested DSUs (in shares)	0		0		0		0
Total diluted EPS (in shares)	11,996,000		11,102,000		11,634,000		11,205,000
Stock Options [Member]
Diluted EPS:
Total outstanding options not included in diluted EPS as they would be antidilutive (in shares)	2,851,000		2,078,000		2,851,000		2,078,000
Performance Shares [Member]
Diluted EPS:
Performance-based grants not included in diluted EPS (in shares)	270,000		318,000		270,000		318,000
Deferred Stock Unit (DSU) [Member]
Diluted EPS:
Vested stock units (in shares)	151,554		96,332		138,838		83,174

[1] Includes 151,554 and 96,332 vested cumulative DSUs, respectively, for the three months ended December 31, 2012 and 2011 and 138,838 and 83,174 vested cumulative DSUs, respectively, for the nine months ended December 31, 2012 and 2011 that will not be issued until the directors holding the DSUs retire from our Board of Directors.

XML

Net Income (Loss) Per Share

9 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Net Income (Loss) Per Share

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

	Three Months Ended December 31,		Nine Months Ended December 31,
	2012	2011	2012	2011
Basic EPS:
Weighted average number of shares of common stock outstanding and vested deferred stock units (“DSUs”) (1)	11,996	11,102	11,634	11,205
Diluted EPS:
Effect of dilutive stock options and unvested DSUs	—	—	—	—
	11,996	11,102	11,634	11,205
Total outstanding options not included in diluted EPS as they would be antidilutive	2,851	2,078	2,851	2,078
Performance-based grants not included in diluted EPS	270	318	270	318

(1) Includes 151,554 and 96,332 vested cumulative DSUs, respectively, for the three months ended December 31, 2012 and 2011 and 138,838 and 83,174 vested cumulative DSUs, respectively, for the nine months ended December 31, 2012 and 2011 that will not be issued until the directors holding the DSUs retire from our Board of Directors.

XML

Fair Value Disclosures Marketable securities, classified as "available-for-sale" (Details) (Fair Value, Inputs, Level 1 [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Mar. 31, 2012
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized cost	$ 21,491	$ 22,101
Gross unrecognized holding gains	0	126
Gross unrecognized holding losses	(8)	0
Fair value	$ 21,483	$ 22,227

XML

Fair Value Disclosures Disclosures related to our financial assets (Details) (Fair Value, Inputs, Level 1 [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Mar. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale marketable securities	$ 21,483	$ 22,227
Municipal Tax Exempt Bond Fund [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale marketable securities	0	22,227
Adjustable Rate Government Fund [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale marketable securities	$ 21,483	$ 0

XML

Goodwill And Other Intangible Assets Goodwill rollforward (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Dec. 31, 2012	Mar. 31, 2012
Goodwill [Roll Forward]
Beginning balance	$ 5,101	$ 5,222
Currency translation	(16)	(121)
Ending balance	5,085	5,101
AMI [Member]
Goodwill [Roll Forward]
Beginning balance	4,570	4,691
Currency translation	(16)	(121)
Ending balance	4,554	4,570
HE [Member]
Goodwill [Roll Forward]
Beginning balance	531	531
Currency translation
Ending balance	$ 531	$ 531

XML

Goodwill And Other Intangible Assets Schedule of other intangible assets and related accumulated amortization (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2012	Mar. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Accumulated amortization	$ (2,213)	$ (1,579)
Total net intangible assets	12,647	13,165
Global Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets (Excluding Goodwill)	7,400	7,400
Local Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	7,170	7,167
Accumulated amortization	(2,090)	(1,475)
Finite-lived intangible assets, net	5,080	5,692
Local Relationships [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	7 years
Local Relationships [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	10 years
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	50	50
Accumulated amortization	(49)	(36)
Finite-lived intangible assets, net	1	14
Trade Names [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	1 year
Trade Names [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	3 years
Existing Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	66	66
Accumulated amortization	(66)	(66)
Finite-lived intangible assets, net	0	0
Amortization Period	6 months
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	174	61
Accumulated amortization	(8)	(2)
Finite-lived intangible assets, net	$ 166	$ 59
Amortization Period	20 years

XML

Basis of Presentation

9 Months Ended

Dec. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Rentrak Corporation have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with the accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The results of operations for the three and nine month periods ended December 31, 2012 are not necessarily indicative of the results to be expected for the entire fiscal year ending March 31, 2013 (“Fiscal 2013”). The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes thereto included in our 2012 Annual Report on Form 10-K (the “Form 10-K”).

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

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of Rentrak Corporation and its wholly owned subsidiaries, and those entities in which we have a controlling interest after elimination of all intercompany accounts and transactions. We have established a Chinese joint venture, Sinotrak, and hold a 49% ownership interest in this variable interest entity. Sinotrak has been included in our Condensed Consolidated Financial Statements given our significant influence over day to day operations among other factors. To date, the activities of Sinotrak have been limited primarily to initial cash contributions from both parties and costs associated with its formation. The equity interests of the noncontrolling party are reported as a noncontrolling interest in our Condensed Consolidated Balance Sheets as of December 31, 2012. The noncontrolling party’s share of the expenses for the three and nine months ending December 31, 2012 are included in “Net loss attributable to noncontrolling interests” on our Condensed Consolidated Statements of Operations.

XML

Goodwill And Other Intangible Assets Amortization expense and currency translation (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Currency translation	$ 12	$ (57)
Finite Lived Intangible Assets Accumulated Amortization And Translation Adjustments	634	616
Local Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	604	626
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	13	13
Existing Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	0	33
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 5	$ 1

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Mar. 31, 2012
Current Assets:
Cash and cash equivalents	$ 4,685	$ 5,526
Marketable securities	21,483	22,227
Accounts and notes receivable, net of allowances for doubtful accounts of $712 and $649	12,354	14,260
Deferred tax assets, net	53	48
Other current assets	1,118	985
Total Current Assets	39,693	43,046
Property and equipment, net of accumulated depreciation of $18,868 and $17,032	12,493	10,846
Goodwill	5,085	5,101
Other intangible assets, net of accumulated amortization of $2,213 and $1,579	12,647	13,165
Other assets	777	723
Total Assets	70,695	72,881
Current Liabilities:
Accounts payable	6,476	5,291
Accrued liabilities	4,991	3,093
Accrued compensation	4,940	8,781
Deferred revenue and other credits	1,860	2,037
Total Current Liabilities	18,267	19,202
Deferred rent, long-term portion	1,670	1,819
Taxes payable, long-term	678	731
Deferred tax liability, long-term	71	79
Note payable and accrued interest	544	525
Total Liabilities	21,230	22,356
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: 11,844 and 11,078	11	11
Capital in excess of par value	73,751	55,125
Accumulated other comprehensive income	255	341
Accumulated deficit	(25,541)	(4,952)
Total Stockholders’ Equity attributable to Rentrak Corporation	48,476	50,525
Noncontrolling interest	989	0
Total Stockholders’ Equity	49,465	50,525
Total Liabilities and Stockholders’ Equity	$ 70,695	$ 72,881

XML

Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Deferred taxes, available for sale securities	$ 15	$ 18	$ 0	$ (44)
Deferred tax benefit, recognized gains on available for sale securities included in net loss	$ 0	$ 11	$ 53	$ 15

XML

Line of Credit (Details) (USD $)	3 Months Ended
	Dec. 31, 2012	Jan. 01, 2013	Aug. 31, 2012
Line of Credit Facility [Abstract]
Borrowing capacity of line of credit	$ 15,000,000
Basis spread percentage on line of credit	1.50%
Line of credit facility maximum letters of credit outstanding			1,000,000
Outstanding letters of credit	300,000
Amount outstanding under line of credit	$ 0
Line of credit facility, amended expiration date	Dec. 01, 2014
Line of credit facility amendment unused capacity committment fee %		0.20%
Line of credit amendment basis spread on variable rate	2.00%

XML

Fair Value Disclosures (Tables)

9 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Financial asset disclosures

Following are the disclosures related to our financial assets (dollars in thousands):

	December 31, 2012			March 31, 2012
	Fair Value		Input Level	Fair Value		Input Level
Available-for-sale marketable securities
Municipal tax exempt bond funds	$	—		$	22,227	Level 1
Adjustable rate government funds	$	21,483	Level 1	$	—

Marketable securities, classified as “available-for-sale”

Marketable securities, all of which were classified as “available-for-sale” at December 31, 2012 and March 31, 2012, consisted of the following (dollars in thousands):

	December 31, 2012			March 31, 2012
Available-for-sale marketable securities
Amortized cost	$	21,491		$	22,101
Gross unrecognized holding gains	—			126
Gross unrecognized holding losses	(8		)	—
Fair value	$	21,483		$	22,227

XML

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Effective income tax rate	(0.90%)	(136.90%)
Valuation allowance recorded to fully reserve deferred tax assets	$ 1.2

XML

Basis of Presentation - (Details) (Sinotrak)	9 Months Ended
	Dec. 31, 2012
Sinotrak
Variable Interest Entity [Line Items]
Ownership interest in joint venture, (as a percent)	49.00%

XML

Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net loss	$ (20,620)	$ (1,810)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Depreciation and amortization	3,607	3,233
Stock-based compensation	17,781	813
Deferred income taxes	(3)	1,407
(Gain) loss on disposition of assets	(26)	2
Realized gain on marketable securities	(196)	(37)
Interest on note payable	19	19
Adjustment to allowance for doubtful accounts	63	125
(Increase) decrease in:
Accounts and notes receivable	1,906	3,433
Taxes receivable and prepaid taxes	0	923
Other assets	(291)	304
Increase (decrease) in:
Accounts payable	1,185	(2,827)
Taxes payable	(78)	(596)
Accrued liabilities and compensation	(1,918)	(10)
Deferred revenue	(178)	299
Deferred rent	(148)	407
Net cash provided by operating activities	1,103	5,685
Cash flows from investing activities:
Purchase of marketable securities	(22,987)	(15,903)
Sale of marketable securities	23,793	15,371
Proceeds from the sale of assets	47	0
Payments made to develop intangible assets	(113)	0
Purchase of property and equipment	(4,304)	(3,355)
Net cash used in investing activities	(3,564)	(3,887)
Cash flows from financing activities:
Proceeds from note payable	0	500
Contributions from noncontrolling interest	1,020	0
Issuance of common stock	551	60
Repurchase of common stock	0	(4,341)
Net cash provided by (used in) financing activities	1,571	(3,781)
Effect of foreign exchange translation on cash	49	(618)
Decrease in cash and cash equivalents	(841)	(2,601)
Cash and cash equivalents:
Beginning of period	5,526	3,821
End of period	4,685	1,220
Supplemental non-cash information:
Capitalized stock-based compensation	348	253
Common stock used to pay for option exercises		$ 306

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Dec. 31, 2012	Mar. 31, 2012
Statement of Financial Position [Abstract]
Accounts and notes receivable, allowances for doubtful accounts	$ 712	$ 649
Property and equipment, accumulated depreciation	18,868	17,032
Other intangible assets, accumulated amortization	$ 2,213	$ 1,579
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000	10,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	30,000	30,000
Common stock, shares issued (in shares)	11,844	11,078
Common stock, shares outstanding (in shares)	11,844	11,078

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New Accounting Guidance

9 Months Ended

Dec. 31, 2012

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Guidance

New Accounting Guidance

ASU 2012-02

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). ASU 2012-02 amends the guidance on testing indefinite-lived intangible assets, other than goodwill, for impairment. Under the new guidance, an entity testing an indefinite-lived asset for impairment has the option of performing a qualitative assessment before calculating the fair value of an asset. If the entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more likely than not impaired, the entity would be required to calculate the fair value of the asset. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, and early adoption is permitted. We do not expect the adoption of ASU 2012-02 to have a material effect on our financial position, results of operations, or cash flows.

ASU 2011-08

In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment” (“ASU 2011-08”). ASU 2011-08 simplifies the goodwill impairment assessment by permitting a company to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If the conclusion is that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the company would be required to conduct the current two-step goodwill impairment test. Otherwise, it would not need to apply the two-step test. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The adoption of this guidance, effective April 1, 2012, did not have a material effect on our financial position, results of operations, or cash flows.

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Document And Entity Information	9 Months Ended
	Dec. 31, 2012	Feb. 01, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2013
Trading Symbol	rent
Entity Registrant Name	RENTRAK CORP
Entity Central Index Key	0000800458
Current Fiscal Year End Date	--03-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		11,857,221

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Subsequent Events

9 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

We have considered all events that have occurred subsequent to December 31, 2012 and through the date of this filing and, except as set forth below, determined that no additional disclosure is required.

On February 5, 2013, we amended our line of credit. Please refer to Note 8 of the Notes to Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				9 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2012		Dec. 31, 2011
Revenue	$ 24,948		$ 22,211		$ 70,662		$ 66,471
Cost of sales	13,847		11,590		37,343		35,229
Gross margin	11,101		10,621		33,319		31,242
Operating expenses:
Selling and administrative	12,870		11,595		54,150		32,354
Loss from operations	(1,769)		(974)		(20,831)		(1,112)
Other income:
Interest income, net	41		133		390		348
Loss before income taxes	(1,728)		(841)		(20,441)		(764)
Provision for income taxes	117		1,106		179		1,046
Net loss	(1,845)		(1,947)		(20,620)		(1,810)
Net loss attributable to noncontrolling interest	(31)		0		(31)		0
Net loss attributable to Rentrak Corporation	$ (1,814)		$ (1,947)		$ (20,589)		$ (1,810)
Basic net loss per share (in dollars per share)	$ (0.15)		$ (0.18)		$ (1.77)		$ (0.16)
Diluted net loss per share (in dollars per share)	$ (0.15)		$ (0.18)		$ (1.77)		$ (0.16)
Shares used in per share calculations:
Basic (in shares)	11,996	[1]	11,102	[1]	11,634	[1]	11,205	[1]
Diluted (in shares)	11,996		11,102		11,634		11,205

[1] Includes 151,554 and 96,332 vested cumulative DSUs, respectively, for the three months ended December 31, 2012 and 2011 and 138,838 and 83,174 vested cumulative DSUs, respectively, for the nine months ended December 31, 2012 and 2011 that will not be issued until the directors holding the DSUs retire from our Board of Directors.

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Fair Value Disclosures

9 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Fair Value Disclosures

Fair Value Disclosures

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

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

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

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

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

Following are the disclosures related to our financial assets (dollars in thousands):

	December 31, 2012			March 31, 2012
	Fair Value		Input Level	Fair Value		Input Level
Available-for-sale marketable securities
Municipal tax exempt bond funds	$	—		$	22,227	Level 1
Adjustable rate government funds	$	21,483	Level 1	$	—

The fair value of our “available-for-sale” marketable securities is determined based on quoted market prices for identical securities on a quarterly basis. There were no changes to our valuation methodologies during the first nine months of Fiscal 2013.

Marketable securities, all of which were classified as “available-for-sale” at December 31, 2012 and March 31, 2012, consisted of the following (dollars in thousands):

	December 31, 2012			March 31, 2012
Available-for-sale marketable securities
Amortized cost	$	21,491		$	22,101
Gross unrecognized holding gains	—			126
Gross unrecognized holding losses	(8		)	—
Fair value	$	21,483		$	22,227

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Stock-Based Compensation

9 Months Ended

Dec. 31, 2012

Share-based Compensation [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The following table summarizes our stock based grants in Fiscal 2013:

	Three Months Ended		Nine Months Ended
	December 31, 2012		December 31, 2012
Option grants(1):
Shares granted from 2011 Incentive Plan	—		893,674
Fair market value on date of grant - high	$	—	$	20.18
Fair market value on date of grant - low	$	—	$	16.97
Expiration period, in years			10
Vesting period, in years			5
Compensation information related to options granted in period(2) (in thousands):
Total valuation, recognized over vesting period	$	—	$	8,284
Total expected expense to be recognized in Fiscal 2013	$	—	$	1,671
Expense recognized as a component of selling and administrative expense	$	—	$	1,241
Expense capitalized in property and equipment, net (3)	$	—	$	168
DSUs:
DSUs granted from 2011 Incentive Plan to non-executive directors	—		34,014
Vesting period, in months			11
Compensation information related to DSUs granted in period (in thousands):
Total fair market value, recognized over vesting period	$	—	$	600
Total expected expense to be recognized in Fiscal 2013	$	—	$	382
Expense recognized as a component of selling and administrative expense	$	—	$	218

(1) Shares granted and compensation expense amounts for nine month period are shown net of cancellations.

(2) Compensation amounts based on Black-Scholes valuations.

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

Cancellation of Performance-Based Stock Options

During the first quarter of Fiscal 2013, the Compensation Committee of our Board of Directors determined that performance requirements relating to vesting of certain stock-based awards would not be achieved. Accordingly, 47,450 performance-based stock option awards were canceled at the direction of our Board of Directors. The cancellation of these awards had no effect on our results of operations.

Amendment to Stock-Based Award Agreement

In October 2012, the expiration date of a restricted stock unit (“RSU”) award granted to an executive officer was extended by two years. The fair value of the modification to the RSU award was $0.4 million, based on a Monte Carlo simulation and will be recognized over the requisite service period. Approximately $0.1 million related to this modification will be recognized in Fiscal 2013, of which $44,000 was recognized during the third quarter of Fiscal 2013. We allocated $26,000 of that cost to selling and administrative expense and capitalized the remainder as part of IT development costs associated with our AMI Essentials™ lines of business.

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Goodwill And Other Intangible Assets (Tables)

9 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill rollforward

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

	Nine Months Ended December 31, 2012
	AMI			HE		Total
Beginning balance	$	4,570		$	531	$	5,101
Currency translation	(16		)	—		(16		)
Ending balance	$	4,554		$	531	$	5,085

	Year Ended March 31, 2012
	AMI			HE		Total
Beginning balance	$	4,691		$	531	$	5,222
Currency translation	(121		)	—		(121		)
Ending balance	$	4,570		$	531	$	5,101

Schedule of other intangible assets and related accumulated amortization

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

	Amortization Period	December 31, 2012			March 31, 2012
Local relationships	7 to 10 years	$	7,170		$	7,167
Accumulated amortization		(2,090		)	(1,475		)
		5,080			5,692
Tradenames	1 to 3 years	50			50
Accumulated amortization		(49		)	(36		)
		1			14
Existing technology	6 months	66			66
Accumulated amortization		(66		)	(66		)
		—			—
Patents	20 years	174			61
Accumulated amortization		(8		)	(2		)
		166			59
Global relationships	Indefinite	7,400			7,400
Total		$	12,647		$	13,165

Amortization expense and currency translation

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

	Nine Months Ended December 31,
	2012		2011
Local relationships	$	604	$	626
Tradenames	13		13
Existing technology	—		33
Patents	5		1
Currency translation	12		(57		)
	$	634	$	616

Expected amortization expense

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

Fiscal	Local Relationships		Tradenames		Patents
Remainder of Fiscal 2013	$	210	$	1	$	4
2014	840		—		8
2015	841		—		8
2016	841		—		8
2017	851		—		8
Thereafter	1,497		—		130
	$	5,080	$	1	$	166

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Net Income (Loss) Per Share (Tables)

9 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

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

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

	Three Months Ended December 31,		Nine Months Ended December 31,
	2012	2011	2012	2011
Basic EPS:
Weighted average number of shares of common stock outstanding and vested deferred stock units (“DSUs”) (1)	11,996	11,102	11,634	11,205
Diluted EPS:
Effect of dilutive stock options and unvested DSUs	—	—	—	—
	11,996	11,102	11,634	11,205
Total outstanding options not included in diluted EPS as they would be antidilutive	2,851	2,078	2,851	2,078
Performance-based grants not included in diluted EPS	270	318	270	318

(1) Includes 151,554 and 96,332 vested cumulative DSUs, respectively, for the three months ended December 31, 2012 and 2011 and 138,838 and 83,174 vested cumulative DSUs, respectively, for the nine months ended December 31, 2012 and 2011 that will not be issued until the directors holding the DSUs retire from our Board of Directors.

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Line of Credit

9 Months Ended

Dec. 31, 2012

Line of Credit Facility [Abstract]

Line of Credit

Line of Credit

We currently have a revolving line of credit for $15.0 million, that matures on December 1, 2013. Interest accrues on outstanding balances under the line of credit at a rate equal to LIBOR plus 1.5 percent. The credit line is secured by substantially all of our assets and includes certain financial covenants. In August 2012, the agreement was amended to allow for letters of credit to be issued, provided that at any time the amount of outstanding letters of credit shall not exceed $1.0 million. The letters of credit are reserved under the line of credit and will reduce the amount available for borrowing. At December 31, 2012, issued and outstanding letters of credit of $0.3 million were reserved against the line of credit, and we had no outstanding borrowings under the agreement.

On February 5, 2013, the agreement was amended, extending its maturity to December 1, 2014. Also, as of January 1, 2013, the fee we will incur on the unused portion will be 0.2 percent per annum. The remaining terms are effective as of December 1, 2012, and interest will accrue on outstanding balances under the line of credit at a rate equal to LIBOR plus 2.0 percent. The amendment contains certain liquidity, asset and financial covenants and, as of December 31, 2012, we were in compliance with those covenants.

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Goodwill And Other Intangible Assets

9 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill

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

	Nine Months Ended December 31, 2012
	AMI			HE		Total
Beginning balance	$	4,570		$	531	$	5,101
Currency translation	(16		)	—		(16		)
Ending balance	$	4,554		$	531	$	5,085

	Year Ended March 31, 2012
	AMI			HE		Total
Beginning balance	$	4,691		$	531	$	5,222
Currency translation	(121		)	—		(121		)
Ending balance	$	4,570		$	531	$	5,101

Other Intangible Assets

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

	Amortization Period	December 31, 2012			March 31, 2012
Local relationships	7 to 10 years	$	7,170		$	7,167
Accumulated amortization		(2,090		)	(1,475		)
		5,080			5,692
Tradenames	1 to 3 years	50			50
Accumulated amortization		(49		)	(36		)
		1			14
Existing technology	6 months	66			66
Accumulated amortization		(66		)	(66		)
		—			—
Patents	20 years	174			61
Accumulated amortization		(8		)	(2		)
		166			59
Global relationships	Indefinite	7,400			7,400
Total		$	12,647		$	13,165

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

	Nine Months Ended December 31,
	2012		2011
Local relationships	$	604	$	626
Tradenames	13		13
Existing technology	—		33
Patents	5		1
Currency translation	12		(57		)
	$	634	$	616

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

Fiscal	Local Relationships		Tradenames		Patents
Remainder of Fiscal 2013	$	210	$	1	$	4
2014	840		—		8
2015	841		—		8
2016	841		—		8
2017	851		—		8
Thereafter	1,497		—		130
	$	5,080	$	1	$	166

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Amendment to DISH Network, L.L.C. (DISH) Agreement

9 Months Ended

Dec. 31, 2012

Amended Reseller Agreement [Abstract]

Amendment to DISH Network, L.L.C. (DISH) Agreement

Amendment to DISH Network, L.L.C. (”DISH”) Agreement

In the second quarter of Fiscal 2013, we amended and extended our agreement with DISH. Under the terms of the previous arrangement, we provided DISH with a stock-based compensation arrangement which entitled DISH to a cash payment based on the increase in price of our common stock over a strike price of $15.48 (the “SAR”). The arrangement provided that DISH would receive three equal annual installments of 200,000 SARs. We revalued this award at the end of every reporting period. Additionally, the previous agreement contained a provision that provided for payment of a percentage of predefined net profits of the TV Essentials™ line of business. However, no amounts were earned under the previous net profit sharing arrangement. In exchange for canceling the SAR and to compensate DISH for past services, in August 2012, we paid DISH $5.8 million and issued DISH 700,000 shares of common stock valued at $13.2 million. As of March 31, 2012, we had accrued $3.2 million as a component of accrued compensation in our Condensed Consolidated Balance Sheets relating to the SAR. In the nine month period ended December 31, 2012, the additional expense related to the amendment was $15.8 million and is reflected in selling and administrative expense in our Condensed Consolidated Statements of Operations.

The new amendment extends the agreement through at least February 2016, includes predefined net profit sharing provisions of portions of our TV Essentials™ line of business, and specifies minimum payments relating to those provisions, which will be expensed as a component of cost of sales in our Condensed Consolidated Statements of Operations as they are earned by DISH.

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Income Taxes

9 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Our effective tax rate for the first nine months of Fiscal 2013 was determined by excluding certain jurisdictions with net losses. As a result, the tax provision for the first nine months of Fiscal 2013 was 0.9% and was due to taxable income in profitable jurisdictions.

Our effective tax rate for the first nine months of Fiscal 2012 was a provision of 136.9% and was negatively affected by the recording of a $1.2 million valuation allowance to fully reserve against our deferred tax assets.

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Amendment to DISH Network, L.L.C. (DISH) Agreement (Details) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended				9 Months Ended
	Aug. 31, 2012	Sep. 30, 2012 Installments	Aug. 08, 2012	Mar. 31, 2012	Dec. 31, 2012 Selling, General and Administrative Expenses [Member]
Amendment to Agreement [Line Items]
Strike price of canceled SAR (per SAR)		$ 15.48
Number of annual installments of cancelled SAR		3
SARs granted per installment of cancelled SAR		200,000
Cash payment for cancelled SAR and past services			$ 5.8
Shares issued for cancelled SAR and past services	700,000
Value of shares issued for cancelled SAR and past services			13.2
Fair value accrued for canceled DISH award				3.2
Additional expense recognized due to amendment					$ 15.8

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Stock-Based Compensation (Tables)

9 Months Ended

Dec. 31, 2012

Share-based Compensation [Abstract]

Schedule of the company's stock based grants

The following table summarizes our stock based grants in Fiscal 2013:

	Three Months Ended		Nine Months Ended
	December 31, 2012		December 31, 2012
Option grants(1):
Shares granted from 2011 Incentive Plan	—		893,674
Fair market value on date of grant - high	$	—	$	20.18
Fair market value on date of grant - low	$	—	$	16.97
Expiration period, in years			10
Vesting period, in years			5
Compensation information related to options granted in period(2) (in thousands):
Total valuation, recognized over vesting period	$	—	$	8,284
Total expected expense to be recognized in Fiscal 2013	$	—	$	1,671
Expense recognized as a component of selling and administrative expense	$	—	$	1,241
Expense capitalized in property and equipment, net (3)	$	—	$	168
DSUs:
DSUs granted from 2011 Incentive Plan to non-executive directors	—		34,014
Vesting period, in months			11
Compensation information related to DSUs granted in period (in thousands):
Total fair market value, recognized over vesting period	$	—	$	600
Total expected expense to be recognized in Fiscal 2013	$	—	$	382
Expense recognized as a component of selling and administrative expense	$	—	$	218

(1) Shares granted and compensation expense amounts for nine month period are shown net of cancellations.

(2) Compensation amounts based on Black-Scholes valuations.

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

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Business Segments And Enterprise-Wide Disclosures (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 OperatingSegments	Dec. 31, 2011
Segment Reporting Information [Line Items]
Number of operating segments			2
Sales to external customers	$ 24,948	$ 22,211	$ 70,662	$ 66,471
Gross margin	11,101	10,621	33,319	31,242
Income (loss) from operations	(1,769)	(974)	(20,831)	(1,112)
AMI [Member]
Segment Reporting Information [Line Items]
Sales to external customers	13,712	10,393	39,553	29,775
Gross margin	8,210	6,868	24,291	19,174
Income (loss) from operations	1,194	1,100	(12,555)	3,773
HE [Member]
Segment Reporting Information [Line Items]
Sales to external customers	11,236	11,818	31,109	36,696
Gross margin	2,891	3,753	9,028	12,068
Income (loss) from operations	1,523	2,019	5,016	6,929
Other [Member]
Segment Reporting Information [Line Items]
Sales to external customers	0	0	0	0
Gross margin	0	0	0	0
Income (loss) from operations	$ (4,486)	$ (4,093)	$ (13,292)	$ (11,814)

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Condensed Consolidated Statements of Comprehensive Loss (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2012		Dec. 31, 2011
Net loss	$ (1,845)		$ (1,947)		$ (20,620)		$ (1,810)
Other comprehensive income (loss):
Foreign currency translation adjustments	93		(239)		(6)		(521)
Unrealized holding (gains) losses on available for sale securities	(30)	[1]	(25)	[1]	(8)	[1]	60	[1]
Recognition of previously unrealized gains on available for sale securities included in net loss	0	[2]	(14)	[2]	(72)	[2]	(21)	[2]
Other comprehensive income (loss)	63		(278)		(86)		(482)
Comprehensive loss	(1,782)		(2,225)		(20,706)		(2,292)
Comprehensive loss attributable to noncontrolling interest	(31)		0		(31)		0
Comprehensive loss attributable to Rentrak Corporation	$ (1,751)		$ (2,225)		$ (20,675)		$ (2,292)

[1] For the three months ended December 31, 2012 and 2011, the amounts are net of deferred taxes of $15,000 and $18,000, respectively, and for the nine months ended December 31, 2012 and 2011, the amounts are net of deferred taxes of zero and $44,000, respectively.

[2] For the three months ended December 31, 2012 and 2011, the amounts are net of deferred tax benefit of zero and $11,000, respectively, and for the nine months ended December 31, 2012 and 2011, the amounts are net of deferred tax benefit of $53,000 and $15,000, respectively.

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Business Segments And Enterprise-Wide Disclosures

9 Months Ended

Dec. 31, 2012

Segment Reporting, Measurement Disclosures [Abstract]

Business Segments And Enterprise-Wide Disclosures

Business Segments and Enterprise-Wide Disclosures

We operate in two business segments, our Advanced Media and Information (“AMI”) Division and our Home Entertainment (“HE”) Division, and, accordingly, we report certain financial information by individual segment under this structure. The AMI Division manages our media measurement services offered through our Entertainment Essentials™ systems primarily on a recurring subscription basis. The HE Division manages our business operations that deliver home entertainment content products and related rental and sales information for that content to our Pay-Per-Transaction (“PPT”) System retailers (“Participating Retailers”) on a revenue sharing basis. The HE Division also includes Studio Direct Revenue Sharing (“DRS”) services, which collects, tracks, audits and reports transactions and revenue data generated by DRS retailers, such as Blockbuster Entertainment, Netflix and Redbox, to studios. During the fourth quarter of Fiscal 2012, management moved Digital Download Essentials and Home Entertainment Essentials from the HE Division to the AMI Division effective April 1, 2011 as a result of a change in our internal management reporting structure. Prior period amounts have been restated to conform to this change. Corporate and other expenses not allocated to a specific segment are included as “Other” in the table below.

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 (dollars in thousands):

	AMI			HE		Other			Total
Three Months Ended December 31, 2012
Sales to external customers	$	13,712		$	11,236	$	—		$	24,948
Gross margin	8,210			2,891		—			11,101
Income (loss) from operations	1,194			1,523		(4,486		)	(1,769		)
Three Months Ended December 31, 2011
Sales to external customers	$	10,393		$	11,818	$	—		$	22,211
Gross margin	6,868			3,753		—			10,621
Income (loss) from operations	1,100			2,019		(4,093		)	(974		)
Nine Months ended December 31, 2012
Sales to external customers	$	39,553		$	31,109	$	—		$	70,662
Gross margin	24,291			9,028		—			33,319
Income (loss) from operations	(12,555		)	5,016		(13,292		)	(20,831		)
Nine Months ended December 31, 2011
Sales to external customers	$	29,775		$	36,696	$	—		$	66,471
Gross margin	19,174			12,068		—			31,242
Income (loss) from operations	3,773			6,929		(11,814		)	(1,112		)

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Stock-Based Compensation (Details) (USD $)	3 Months Ended					9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended	9 Months Ended	3 Months Ended			9 Months Ended		3 Months Ended	9 Months Ended
	Jun. 30, 2012 Performance Shares [Member]	Dec. 31, 2012 Executive Officer [Member] 2011 Incentive Plan [Member] Restricted Stock Units (RSUs) [Member]	Dec. 31, 2011 Executive Officer [Member] 2011 Incentive Plan [Member] Restricted Stock Units (RSUs) [Member]	Dec. 31, 2012 Executive Officers and Other Employees [Member] 2011 Incentive Plan [Member] Stock Options [Member]		Dec. 31, 2012 Executive Officers and Other Employees [Member] 2011 Incentive Plan [Member] Stock Options [Member]		Dec. 31, 2012 Executive Officers and Other Employees [Member] 2011 Incentive Plan [Member] Stock Options [Member] Maximum [Member]		Dec. 31, 2012 Executive Officers and Other Employees [Member] 2011 Incentive Plan [Member] Stock Options [Member] Maximum [Member]		Dec. 31, 2012 Executive Officers and Other Employees [Member] 2011 Incentive Plan [Member] Stock Options [Member] Minimum [Member]		Dec. 31, 2012 Executive Officers and Other Employees [Member] 2011 Incentive Plan [Member] Stock Options [Member] Minimum [Member]		Dec. 31, 2012 Non-Executive Directors [Member] 2011 Incentive Plan [Member] Deferred Stock Unit (DSU) [Member]	Dec. 31, 2012 Non-Executive Directors [Member] 2011 Incentive Plan [Member] Deferred Stock Unit (DSU) [Member]	Dec. 31, 2012 Selling, General and Administrative Expenses [Member] Executive Officer [Member] 2011 Incentive Plan [Member] Restricted Stock Units (RSUs) [Member]	Dec. 31, 2012 Selling, General and Administrative Expenses [Member] Executive Officers and Other Employees [Member] 2011 Incentive Plan [Member] Stock Options [Member]		Dec. 31, 2012 Selling, General and Administrative Expenses [Member] Executive Officers and Other Employees [Member] 2011 Incentive Plan [Member] Stock Options [Member]		Dec. 31, 2012 Selling, General and Administrative Expenses [Member] Non-Executive Directors [Member] 2011 Incentive Plan [Member] Deferred Stock Unit (DSU) [Member]	Dec. 31, 2012 Selling, General and Administrative Expenses [Member] Non-Executive Directors [Member] 2011 Incentive Plan [Member] Deferred Stock Unit (DSU) [Member]
Options granted in period:
Options granted from 2011 Incentive Plan (in shares)				0	[1]	893,674	[1]
Grant date fair value assumptions, exercise price (dollars per share)								$ 0.00	[1]	$ 20.18	[1]	$ 0.00	[1]	$ 16.97	[1]
Expiration period					[1]	10 years	[1]
Vesting periods					[1]	5 years	[1]										11 months
Compensation information related to options granted in period (in thousands):
Total valuation, recognized over vesting period				$ 0	[2]	$ 8,284,000	[2]
Total expected expense to be recognized in Fiscal 2013				0	[2]	1,671,000	[2]
Expense recognized in selling and adminstrative expense																			0	[2]	1,241,000	[2]
Expense capitalized in property and equipment, net				0	[2],[3]	168,000	[2],[3]
DSU's:
Units granted from 2011 Incentive Plan to non-executive directors																0	34,014
Compensation information related to DSU's granted in period (in thousands):
Total fair market value, recognized over vesting period																0	600,000
Total expected expense to be recognized in Fiscal 2013																0	382,000
DSU expense recognized in selling and administrative expense																							0	218,000
Performance based options, forfeitures in period (in shares)	47,450
Fair value of modification to RSU award		400,000
RSU award modification expected expense to be recognized in Fiscal 2013			100,000
RSU modification, total cost recognized in period			44,000
RSU modification, expense recognized in selling and administrative expense																		$ 26,000

[1] Shares granted and compensation expense amounts for nine month period are shown net of cancellations.

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

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

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Business Segments And Enterprise-Wide Disclosures (Tables)

9 Months Ended

Dec. 31, 2012

Segment Reporting, Measurement Disclosures [Abstract]

Information by segment

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

	AMI			HE		Other			Total
Three Months Ended December 31, 2012
Sales to external customers	$	13,712		$	11,236	$	—		$	24,948
Gross margin	8,210			2,891		—			11,101
Income (loss) from operations	1,194			1,523		(4,486		)	(1,769		)
Three Months Ended December 31, 2011
Sales to external customers	$	10,393		$	11,818	$	—		$	22,211
Gross margin	6,868			3,753		—			10,621
Income (loss) from operations	1,100			2,019		(4,093		)	(974		)
Nine Months ended December 31, 2012
Sales to external customers	$	39,553		$	31,109	$	—		$	70,662
Gross margin	24,291			9,028		—			33,319
Income (loss) from operations	(12,555		)	5,016		(13,292		)	(20,831		)
Nine Months ended December 31, 2011
Sales to external customers	$	29,775		$	36,696	$	—		$	66,471
Gross margin	19,174			12,068		—			31,242
Income (loss) from operations	3,773			6,929		(11,814		)	(1,112		)