Form 10-Q RENTRAK CORP For: Sep 30

November 6, 2014 5:16 PM

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 September�30, 2014

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)

Registrants 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 issuers classes of common stock, as of the latest practicable date.



Common stock $0.001 par value	��	12,364,924
(Class)	��	(Outstanding at October 31, 2014)

RENTRAK CORPORATION

FORM 10-Q

INDEX

�



�	�	Page
PART I - FINANCIAL INFORMATION		�
�	�	�
Item 1.	Financial Statements	�
�	�	�
�	Condensed Consolidated Balance Sheets - September 30, 2014 and March 31, 2014 (unaudited)	2
�	�	�
�	Condensed Consolidated Statements of Operations - Three and Six Months Ended September 30, 2014 and 2013 (unaudited)	3
�	�	�
�	Condensed Consolidated Statements of Comprehensive Loss - Three and Six Months Ended September 30, 2014 and 2013 (unaudited)	4
�	�	�
�	Condensed Consolidated Statements of Cash Flows - Six Months Ended September 30, 2014 and 2013 (unaudited)	5
�	�	�
�	Notes to Condensed Consolidated Financial Statements (unaudited)	6
�	�	�
Item 2.	Managements 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	21
�		�
PART II - OTHER INFORMATION		�
�	�	�
Item�1A.	Risk Factors	22
�	�	�
Item 6.	Exhibits	22
�		�
Signature		23

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PART I


ITEM 1.	FINANCIAL STATEMENTS

Rentrak Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)



�	September�30, 2014			�	March�31, 2014
Assets	�			�	�
Current Assets:	�			�	�
Cash and cash equivalents	$	4,476		�	$	5,102
Marketable securities	18,833			�	16,868
Accounts receivable, net of allowances for doubtful accounts of $85 and $162	14,946			�	12,199
Taxes receivable and prepaid taxes				�	122
Deferred tax assets, net	38			�	44
Assets held for sale	4,256			�	5,443
Other current assets	1,888			�	2,818
Total Current Assets	44,437			�	42,596
Property and equipment, net of accumulated depreciation of $25,584 and $23,785	20,513			�	17,891
Goodwill	6,841			�	7,034
Other intangible assets, net of accumulated amortization of $3,837 and $3,447	12,156			�	12,724
Other assets	1,014			�	1,022
Total Assets	$	84,961		�	$	81,267
Liabilities and Stockholders Equity	�			�	�
Current Liabilities:	�			�	�
Accounts payable	$	1,654		�	$	1,766
Accrued liabilities	1,275			�	370
Accrued data provider liabilities	8,500			�	4,460
Accrued compensation	5,445			�	6,743
Deferred revenue and other credits	3,423			�	2,644
Liabilities held for sale	2,995			�	3,858
Total Current Liabilities	23,292			�	19,841
Deferred rent, long-term	2,329			�	2,413
Accrued compensation, long-term	4,800			�	4,700
Taxes payable, long-term	542			�	520
Deferred tax liability, net, long-term	884			�	759
Total Liabilities	31,847			�	28,233
Commitments and Contingencies				�
Stockholders Equity:	�			�	�
Preferred stock, $0.001 par value; 10,000 shares authorized; none issued				�
Common stock, $0.001 par value; shares authorized: 75,000 and 30,000; shares issued and outstanding: 12,342 and 12,213	12			�	12
Capital in excess of par value	85,505			�	83,562
Accumulated other comprehensive income (loss)	(11		)	�	409
Accumulated deficit	(33,162		)	�	(31,823		)
Stockholders Equity attributable to Rentrak Corporation	52,344			�	52,160
Noncontrolling interest	770			�	874
Total Stockholders Equity	53,114			�	53,034
Total Liabilities and Stockholders Equity	$	84,961		�	$	81,267

See accompanying Notes to Condensed Consolidated Financial Statements.

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Rentrak Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)



�	For the Three Months Ended September 30,							�	For the Six Months Ended September 30,
�	2014			�	2013			�	2014			�	2013
Revenue	$	25,241		�	$	17,843		�	$	47,585		�	$	34,525
Cost of revenue	8,040			�	6,829			�	15,644			�	13,118
Gross margin	17,201			�	11,014			�	31,941			�	21,407
Operating expenses:	�			�	�			�	�			�	�
Selling, general and administrative	14,544			�	11,332			�	27,378			�	22,186
Research, technology and innovation	3,073			�	2,121			�	6,337			�	3,991
Total operating expenses	17,617			�	13,453			�	33,715			�	26,177
Loss from continuing operations	(416		)	�	(2,439		)	�	(1,774		)	�	(4,770		)
Other income, net	20			�	44			�	40			�	91
Loss from continuing operations before income taxes	(396		)	�	(2,395		)	�	(1,734		)	�	(4,679		)
Provision (benefit) for income taxes	337			�	(937		)	�	365			�	(1,262		)
Loss from continuing operations, net of income taxes	(733		)	�	(1,458		)	�	(2,099		)	�	(3,417		)
Income from discontinued operations, net of income taxes	308			�	802			�	655			�	1,563
Net loss	(425		)	�	(656		)	�	(1,444		)	�	(1,854		)
Net loss attributable to noncontrolling interest	(51		)	�	(22		)	�	(104		)	�	(29		)
Net loss attributable to Rentrak Corporation	$	(374	)	�	$	(634	)	�	$	(1,340	)	�	$	(1,825	)
�	�			�	�			�	�			�	�
Loss per share from continuing operations attributable to Rentrak Corporation common stockholders:												�	�
Basic	$	(0.06	)	�	$	(0.12	)	�	$	(0.16	)	�	$	(0.28	)
Diluted	$	(0.06	)	�	$	(0.12	)	�	$	(0.16	)	�	$	(0.28	)
�	�			�	�			�	�			�	�
Income per share from discontinued operations attributable to Rentrak Corporation common stockholders:												�	�
Basic	$	0.03		�	$	0.07		�	$	0.05		�	$	0.13
Diluted	$	0.03		�	$	0.07		�	$	0.05		�	$	0.13
�	�			�	�			�	�			�	�
Net loss per share attributable to Rentrak Corporation common stockholders:												�	�
Basic	$	(0.03	)	�	$	(0.05	)	�	$	(0.11	)	�	$	(0.15	)
Diluted	$	(0.03	)	�	$	(0.05	)	�	$	(0.11	)	�	$	(0.15	)
�	�			�	�			�	�			�	�
Shares used in per share calculations:	�			�	�			�	�			�	�
Basic	12,514			�	12,104			�	12,529			�	12,083
Diluted	12,514			�	12,104			�	12,529			�	12,083

See accompanying Notes to Condensed Consolidated Financial Statements.

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Rentrak Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (In thousands, except footnote references)

�	�	For the Three Months Ended September 30,							�	For the Six Months Ended September 30,
�	�	For the Three Months Ended September 30,							�	For the Six Months Ended September 30,
�	�	2014			�	2013			�	2014			�	2013
Net loss	�	$	(425	)	�	$	(656	)	�	$	(1,444	)	�	$	(1,854	)
Other comprehensive income (loss):	�	�			�	�			�	�			�	�
Foreign currency translation adjustments	�	(411		)	�	270			�	(385		)	�	295
Unrealized holding losses which arose during the period on available-for-sale securities⁽¹⁾	�	(35		)	�	(54		)	�	(35		)	�	(93		)
Recognition of previously unrealized losses on available-for-sale securities included in net loss⁽²⁾	�				�	2			�				�	2
Other comprehensive income (loss)	�	(446		)	�	218			�	(420		)	�	204
Comprehensive loss	�	(871		)	�	(438		)	�	(1,864		)	�	(1,650		)
Comprehensive loss attributable to noncontrolling interest	�	(51		)	�	(22		)	�	(104		)	�	(29		)
Comprehensive loss attributable to Rentrak Corporation	�	$	(820	)	�	$	(416	)	�	$	(1,760	)	�	$	(1,621	)

(1) For the three and six months ended both September�30, 2014 and 2013, the amounts are net of zero deferred taxes.

(2) For the three and six months ended September 30, 2013, the amounts are net of zero deferred tax benefits.

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 Six Months Ended September 30,
�	2014			�	2013
Cash flows from operating activities:	�			�	�
Net loss	$	(1,444	)	�	$	(1,854	)
Income from discontinued operations, net of income taxes	(655		)	�	(1,563		)
Adjustments to reconcile net loss to net cash flows provided by operating activities of continuing operations:	�			�	�
Depreciation and amortization	3,400			�	2,824
Stock-based compensation	3,862			�	3,345
Deferred income taxes	207			�	154
Loss on disposition of assets	98			�
Realized loss on marketable securities				�	2
Adjustment to allowance for doubtful accounts	(77		)	�	(21		)
(Increase) decrease in:	�			�	�
Accounts receivable	(2,747		)	�	(512		)
Taxes receivable and prepaid taxes	122			�	(142		)
Other assets	967			�	(108		)
Increase (decrease) in:	�			�	�
Accounts payable	(112		)	�	803
Taxes payable	737			�	(142		)
Accrued liabilities and compensation	(179		)	�	1,093
Deferred revenue	781			�	(382		)
Deferred rent	(85		)	�	64
Net cash provided by operating activities of discontinued operations	1,175			�	2,627
Net cash provided by operating activities	6,050			�	6,188
Cash flows from investing activities:	�			�	�
Purchase of marketable securities	(8,000		)	�	(2,500		)
Sale of marketable securities	6,000			�	1,000
Payments made to develop intangible assets	(53		)	�	(104		)
Purchase of property and equipment	(5,265		)	�	(3,442		)
Net cash used in investing activities of discontinued operations				�	(112		)
Cash paid for acquisition, net of cash acquired, and equity investment				�	(322		)
Net cash used in investing activities	(7,318		)	�	(5,480		)
Cash flows from financing activities:	�			�	�
Proceeds from issuance of common stock	757			�	653
Net cash provided by financing activities	757			�	653
Effect of foreign exchange translation on cash	(115		)	�	261
(Decrease) increase in cash and cash equivalents	(626		)	�	1,622
Cash and cash equivalents:	�			�	�
Beginning of period	5,102			�	3,835
End of period	$	4,476		�	$	5,457
Supplemental non-cash information:	�			�	�
Capitalized stock-based compensation	$	329		�	$	511
Common stock used to pay for option exercises	1,485			�	69
Common stock used to pay for taxes associated with option exercises	990			�	32
Common stock used to pay for taxes associated with vested restricted stock units	2,121			�
Decrease in leasehold improvements related to forgiven loan				�	550
Common stock used to pay for acquisition				�	375

See accompanying Notes to Condensed Consolidated Financial Statements.

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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 six month periods ended September�30, 2014 are not necessarily indicative of the results to be expected for the entire fiscal year ending March�31, 2015 (Fiscal 2015). The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes thereto included in our 2014 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, primarily related to the presentation of discontinued operations, 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. All intercompany accounts and transactions have been eliminated in consolidation.

In Fiscal 2012, we established a Chinese joint venture, Sinotrak, and hold a 49% ownership interest in this variable interest entity (the VIE). Sinotrak has been included in our Condensed Consolidated Financial Statements, as we have determined that we are the primary beneficiary of the VIE, 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 joint venture parties and costs associated with Sinotraks formation. The equity interests of the noncontrolling party, totaling $0.8 million as of September�30, 2014, are reported as a noncontrolling interest in our Condensed Consolidated Balance Sheets. The noncontrolling partys share of the expenses for the three and six months ended September�30, 2014 and 2013, are included in Net loss attributable to noncontrolling interest on our Condensed Consolidated Statements of Operations.


Note 2.	Net Loss Per Share

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



�	Three Months Ended September 30,			�	Six Months Ended September 30,
�	2014	�	2013	�	2014	�	2013
Basic EPS:	�	�	�	�	�	�	�
Weighted average number of shares of common stock outstanding and vested deferred stock units (DSUs) ⁽¹⁾	12,514	�	12,104	�	12,529	�	12,083
Diluted EPS:	�	�	�	�	�	�	�
Effect of dilutive stock options and unvested DSUs		�		�		�
�	12,514	�	12,104	�	12,529	�	12,083
Total outstanding options not included in diluted EPS as they would be antidilutive	3,239	�	2,858	�	3,239	�	2,858
Performance and market-based grants not included in diluted EPS		�	239	�		�	239

�


(1)	Includes 177,569 and 178,302 vested cumulative DSUs, respectively, for the three months ended September 30, 2014 and 2013 and 174,496 and 174,228 vested cumulative DSUs, respectively, for the six months ended September�30, 2014 and 2013 that will not be issued until the directors holding the DSUs retire from our Board of Directors.

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Note 3.Discontinued Operations

During the fourth quarter of Fiscal 2014, we initiated our plan to sell our PPT^��business, which has been a longstanding legacy business of Rentrak and a significant component of the Home Entertainment operating division. Had we decided to retain the line, for the three months ended September 30, 2014 and 2013, it would have represented 22.5% and 39.5%, respectively, of our total revenue, and for the six months ended September 30, 2014 and 2013, it would have represented 25.1% and 40.8%, respectively, of our total revenue. Our PPT^� business has been in a state of decline due to the decline of physical DVD rentals from retail stores. This strategic decision to sell PPT^� will enable us to focus more fully on the growth of our media measurement business and advanced consumer targeting business. Accordingly, we have restated our financial results, and the PPT^��business is reported as discontinued operations for all periods presented.

Operating results from discontinued operations are included in the Condensed Consolidated Statements of Operations as follows (dollars in thousands):



�	Three Months Ended September 30,					�	Six Months Ended September 30,
�	2014		�	2013		�	2014		�	2013
Revenue	$	7,323	�	$	11,632	�	$	15,905	�	$	23,792
Income from operations	$	538	�	$	1,383	�	$	1,126	�	$	2,695
Other expense	37		�			�	37		�
Income before income taxes	501		�	1,383		�	1,089		�	2,695
Income tax provision	193		�	581		�	434		�	1,132
Income from discontinued operations, net of income taxes	$	308	�	$	802	�	$	655	�	$	1,563

As of September 30, 2014 and March 31, 2014, assets and liabilities relating to discontinued operations are as follows (dollars in thousands):



�	September 30, 2014		�	March 31, 2014
Accounts receivable, net of allowances of $204 and $218	$	3,969	�	$	5,015
Other current assets	114		�	167
Property, plant and equipment, net of accumulated depreciation of $1,178 and $1,086	173		�	261
Total assets held for sale	$	4,256	�	$	5,443
�	�		�	�
Accounts payable	$	2,517	�	$	3,009
Accrued liabilities	1		�	1
Accrued compensation	477		�	848
Total liabilities held for sale	$	2,995	�	$	3,858

�

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Note 4.Stock-Based Compensation

The following table summarizes our stock based grants:



�	�	Three Months Ended		�	Six Months Ended
�	�	September 30, 2014		�	September 30, 2014
Option grant:	�	�		�	�
Shares granted from 2011 Incentive Plan to non-executive director	�	5,267		�	5,267
Fair market value per share on date of grant	�	$	46.92	�	$	46.92
Expiration period, in years	�	10		�	10
Vesting period, in years	�	1		�	1
Compensation information related to option granted in period⁽¹⁾�(in thousands):	�	�		�	�
Total valuation, recognized over vesting period	�	$	100	�	$	100
Total expected expense to be recognized in Fiscal 2015	�	$	64	�	$	64
Expense recognized as a component of operating expenses	�	$	9	�	$	9
�	�	�		�	�
Restricted Stock (RSU) grants:	�	�		�	�
Units granted from 2011 Incentive Plan	�	67,127		�	529,530
Vesting period, in years - high	�	10		�	10
Vesting period, in years - low	�	1		�	1
Compensation information related to RSUs granted in period (in thousands):	�	�		�	�
Total fair market value, recognized over vesting period	�	$	3,777	�	$	26,061
Total expected expense to be recognized in Fiscal 2015	�	$	482	�	$	2,609
Expense recognized as a component of operating expenses	�	$	25	�	$	1,007
Expense capitalized in property and equipment, net ⁽²⁾	�	$	16	�	$	16
�	�	�		�	�
RSUs vesting in period:	�	7,080		�	87,268
Additional compensation expense recorded for awards vesting prior to the completion of the initially estimated requisite service period, recognized as a component of operating expenses (in thousands)	�	$		�	$	6
Shares withheld in payment for taxes associated with vested RSUs	�	2,705		�	41,205
�	�	�		�	�
DSU grants:	�	�		�	�
Units granted from 2011 Incentive Plan to non-executive directors	�	14,917		�	14,917
Vesting period, in years	�	1		�	1
Compensation information related to DSUs granted in period (in thousands):	�	�		�	�
Total fair market value, recognized over vesting period	�	$	700	�	$	700
Total expected expense to be recognized in Fiscal 2015	�	$	445	�	$	445
Expense recognized as a component of operating expenses	�	$	64	�	$	64
�	�	�		�	�
DSUs converted to common shares in period	�	30,581		�	30,581
�	�	�		�	�

(1) Compensation amounts based on Black-Scholes valuation.

(2) 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.


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;


"	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.

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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 that are measured at fair value on a recurring basis (dollars in thousands):



�	September�30, 2014				�	March�31, 2014
�	Fair�Value		�	Input�Level	�	Fair�Value		�	Input�Level
Available-for-sale marketable securities	�		�	�	�	�		�	�
Fixed-income securities	$	18,833	�	Level 1	�	$	16,868	�	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 six months of Fiscal 2015.

See Note 6 for disclosures related to the fair value determination for the contingent consideration liability associated with our acquisition of iTVX, which is a Level 3 liability. There were no changes to our valuation techniques during the first six months of Fiscal 2015.

Marketable securities, all of which were classified as available-for-sale at September�30, 2014 and March�31, 2014, consisted of the following (dollars in thousands):



�	September 30, 2014			�	March 31, 2014
Available-for-sale marketable securities	�			�	�
Amortized cost	$	18,868		�	$	16,868
Gross unrecognized holding losses	(35		)	�
Fair value	$	18,833		�	$	16,868

Note 6.Acquisition of iTVX, Inc. (iTVX)

In August 2013, we acquired the outstanding stock of iTVX, a provider of branded entertainment analytics, insight and research, for $2.8 million. iTVX is reported as a component of TV Essentials^� and expands our product and service offerings. We made an initial payment of approximately $0.8 million, of which $383,000 was paid in cash and $405,000 was paid with 17,209 shares of our common stock. The acquisition also includes contingent consideration which, if earned, will be paid in January 2016, and is based on future revenue achieved after the completion of approximately 2 years. The range of the undiscounted amounts we could pay under the contingent consideration arrangement is between $0.5 million and $7.0 million. The fair value of the contingent consideration as of the acquisition date was $2.0 million. The contingent consideration payment will be paid in the form of cash (25% of the total contingent consideration) and shares of our common stock (75% of the total contingent consideration).

We estimated the fair value of the contingent consideration using a beta probability distribution approach. Acquisition related contingent consideration liabilities are classified as Level 3 liabilities because we use unobservable inputs to value them, reflecting our assessment of the assumptions market participants would use to value these liabilities. Changes in the fair value of contingent consideration arrangements are recorded as income or expense in our Condensed Consolidated Statements of Operations. In the three and six month periods ended September 30, 2014, the fair value of the estimated contingent consideration arrangement, as well as the related expense, increased by $0.6 million and $0.1 million, respectively. The increase was a result of an increase in the value of our common stock price and has been included in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. The common stock portion of the contingent consideration arrangement has a fixed price of $21.795 per share, and any fluctuation in our common stock price above or below this amount will affect the fair value of the payment and our results of operations. The fair value of the estimated contingent consideration as of September 30, 2014, was $4.8 million and is included in accrued compensation, long-term in our Condensed Consolidated Balance Sheets.

In allocating the purchase price consideration based on fair values, we recorded $0.9 million of acquired intangible assets with useful lives of 1 to 6 years, $1.9 million of goodwill, $0.3 million of net tangible assets and $0.3 million of deferred tax liabilities. The goodwill recorded in connection with this business combination is primarily related to the synergies to be achieved that are unique to our business.

For the three and six months ended September�30, 2014, we included $0.4 million and $0.8 million, respectively, in revenue and $0.3 million and $0.6 million, respectively, in net losses related to iTVX since the acquisition date, excluding the adjustment for

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the contingent consideration as a result of the increase in our common stock price as noted above. For the three and six months ended September�30, 2014, we incurred amortization expense of $46,000 and $92,000, respectively, relating to the intangible assets acquired, which is included in selling and administrative expenses in our Condensed Consolidated Statements of Operations.


Note 7.	Goodwill and Other Intangible Assets

Goodwill

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



�	Six Months Ended September 30, 2014
Beginning balance	$	7,034
Currency translation	(193		)
Ending balance	$	6,841



�	Year Ended March 31, 2014
Beginning balance	$	4,998
Acquisition of iTVX	1,888
Currency translation	148
Ending balance	$	7,034

Other Intangible Assets

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



�	Amortization Period	�	September�30, 2014			�	March�31, 2014
Local relationships	6�to�10�years	�	$	7,710		�	$	7,941
Accumulated amortization	�	�	(3,590		)	�	(3,251		)
�	�	�	4,120			�	4,690
Trade names	2 to 3 years	�	75			�	75
Accumulated amortization	�	�	(64		)	�	(58		)
�	�	�	11			�	17
Existing technology	4 years	�	334			�	334
Accumulated amortization	�	�	(141		)	�	(108		)
�	�	�	193			�	226
Patents	20 years	�	471			�	419
Accumulated amortization	�	�	(39		)	�	(29		)
�	�	�	432			�	390
Order backlog	1 year	�	2			�	2
Accumulated amortization	�	�	(2		)	�	(1		)
�	�	�				�	1
Global relationships	Indefinite	�	7,400			�	7,400
Total	�	�	$	12,156		�	$	12,724

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



�	Six Months Ended September 30,
�	2014			�	2013
Local relationships	$	469		�	$	416
Trade names	6			�	2
Existing technology	34			�	8
Patents	11			�	8
Order backlog	1			�	1
Currency translation	(131		)	�	102
�	$	390		�	$	537

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



Fiscal	Local Relationships		�	Trade names		�	Existing Technology		�	Patents
Remainder of Fiscal 2015	$	485	�	$	6	�	$	34	�	$	12
2016	970		�	5		�	67		�	24
2017	970		�			�	67		�	24
2018	853		�			�	25		�	24
2019	369		�			�			�	23
Thereafter	473		�			�			�	325
�	$	4,120	�	$	11	�	$	193	�	$	432


Note 8.	Income Taxes

Our effective tax rates are determined by excluding certain jurisdictions with net losses. Our tax provision for the first six months of Fiscal 2015 was 21.0% due to the effect of allocations to discontinued operations. Without these allocations, the provision would have been substantially lower due to the offset of both net operating losses and the valuation allowance on deferred taxes.

Our effective tax rate for the first six months of Fiscal 2014 was a benefit of 27.0%, in part due to allocation to discontinued operations previously described as well as the reduction of our valuation allowance due to the acquisition of deferred tax liabilities as part of our acquisition of iTVX in August 2013.


Note 9.	New Accounting Guidance

ASU 2014-09

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09, Revenue from Contracts with Customers (ASU 2014-09). ASU 2014-09 supersedes nearly all existing revenue recognition guidance under US GAAP. The standards core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We are evaluating our existing revenue recognition policies to determine whether any contracts in the scope of the guidance will be affected by the new requirements. ASU 2014-09 is effective for annual reporting periods beginning after December�15, 2016, including interim periods therein.

ASU 2014-08

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment (ASU 2014-08). ASU 2014-08 amends the guidance related to reporting for discontinued operations. The amended guidance requires the assets and liabilities of a disposal group be separately presented in the asset and liability sections, respectively, of the statement of financial position. ASU 2014-08 is effective for annual and interim periods for fiscal years beginning after December 15, 2014, and early adoption is permitted. We adopted the provisions of ASU 2014-08 effective as of March 31, 2014, and our adoption did not have a material impact on our financial position, results of operations or cash flows.

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Note 10.	Subsequent Events

We have considered all events that have occurred subsequent to September�30, 2014 and through the date of this filing and, except as set forth below, determined that no additional disclosure is required.

On October 8, 2014, we entered into an asset purchase agreement to acquire the U.S. television measurement business of WPPs Kantar business unit (a unit of Competitive Media Reporting, LLC (Seller), an affiliate of WPP plc). The agreement consists of customer contracts and relationships in the U.S. television measurement market.

In consideration for the purchase, we agreed to assume specified liabilities of the Seller, and to issue 1,526,790 shares of our unregistered common stock. Based on the closing price of our common stock on October 8, 2014, the shares have an approximate value of $98.5 million.

The closing of the asset purchase agreement is subject to customary regulatory approvals and is anticipated to be completed by the end of calendar 2014.

On October 8, 2014, we also entered into a stock purchase agreement with WPP Luxembourg Gamma Three S.� r.l., an affiliate of WPP plc (WPP Luxembourg). Pursuant to this agreement, we agreed to issue and sell to WPP Luxembourg, at the time of and contingent upon the closing of the asset purchase agreement, 948,834 shares of unregistered common stock in exchange for $55.8 million in cash.

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ITEM 2.	MANAGEMENTS 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 Managements 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:


"	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;


"	future acquisitions or investments;


"	our plans or requirements to hold or sell our marketable securities, including shares of our unregistered common stock;


"	our relationships with our customers and suppliers;


"	our ability to attract new customers;


"	market response to our products and services;


"	increased spending on property and equipment in Fiscal 2015 for the capitalization of internally developed software, computer equipment and other purposes;


"	expected amortization of our deferred rent;


"	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 September 30, 2015; and


"	the timing of the closing of our acquisition of the U.S. television measurement business of WPPs Kantar business unit.

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;


"	manage and/or offset any cost increases;


"	add new clients, retain existing 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, 2014 (Fiscal 2014) as filed with the Securities and Exchange Commission on June�6, 2014 for a discussion of reasons why our actual results may

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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 are a global media measurement and information company serving the entertainment, television, video and advertising industries. Our Software as a Service (SaaS) technology merges television viewership information from over 100 million TVs and devices with consumer behavior and purchase information (Advanced Demographics) across multiple platforms, devices and distribution channels. We also measure box office results from more than 100,000 movie screens in 36 countries throughout the world. We process and aggregate hundreds of billions of data transactions from multiple screens wherever entertainment content is viewed, whether at the box office, on a television screen, over the internet or on a smart phone or other portable device. Rentrak measures live TV, recorded TV (DVR) and Video-On-Demand (VOD), whether the content is free, purchased, rented, recorded, downloaded or streamed from multiple channels. These massive content databases provide stable and granular viewership information across every screen (multiscreen) and are anonymously matched with third-party consumer segmentation and purchase databases using privacy compliant methodologies. By linking multiscreen viewership information with information about the products viewers consume and prefer, we provide our clients, such as content producers, distributors, advertisers and advertising agencies, with the knowledge necessary to more effectively manage their businesses, program and market their networks and more precisely target and sell their advertising inventory. The benefits to the advertising community are improvements in profitability by effectively targeting specific TV shows against the demographics of the products viewers buy, the cars viewers drive and how viewers are likely to vote in elections. The benefits to the movie industry and video (TV) content owners are that they can manage their businesses in real time or near real time and also improve their profitability. Additionally, certain clients use our databases to populate programmatic buying systems. These systems automate the buying process and introduce efficiencies for both advertising agencies and their clients.

Previously, we had two operating divisions within our corporate structure and we reported certain financial information by individual segment under this structure. Those two operating divisions were our Advanced Media and Information (AMI) operating division, which included our media measurement services, and our Home Entertainment operating division, which included our distribution services as well as services that measured, aggregated and reported consumer rental activity on film product from traditional brick and mortar, online and kiosk retailers.

During the fourth quarter of Fiscal 2014, we initiated our plan to sell our Pay Per Transaction^��(PPT^�)�business. Accordingly, we have restated our financial results and the PPT^��business is reported as discontinued operations for all periods presented.

Our media measurement services are primarily delivered through scalable, SaaS products within our Entertainment Essentials^" lines of business. These syndicated big data services, offered primarily on a recurring subscription basis, provide consumer viewership information integrated with consumer segmentation and purchase behavior databases. We provide film studios, television networks and local stations, cable, satellite and telecommunications company (telco) operators, advertisers and advertising agencies unique insights into consumer viewing and purchasing patterns through our comprehensive and expansive information on local, national, VOD and Over the Top television performance and worldwide box office results. Our movie measurement business is a global business measuring more than 95% of the ticket sales globally in real or near real time, allowing for decisions to be made to market to, promote and manage the industry for maximum profitability.

Our Products and Services

We provide media measurement business intelligence services across multiple screens and platforms delivered as SaaS. These services, offered primarily on a recurring subscription basis, are distributed to clients through patent pending software systems and business processes into two broad areas within the entertainment industry, which we refer to as TV Everywhere^" and Movies Everywhere^". Our systems capture total television audience information by providing the largest coverage from multiple screens and providers and merge that information with Advanced Demographics and information relating to actual consumer purchase behavior.

Typical customers utilizing our services include content producers, studios, distributors, national networks, local stations, satellite and cable operators, agencies, and a wide spectrum of advertisers, ranging from traditional consumer brands to various political groups. We also provide many of our clients tailored research and analytical solutions unique to their needs and specifications.

Our most significant lines of business, which we refer to as Entertainment Essentials^" services, are:


"	TV Everywhere^", which includes TV Essentials^� and StationView Essentials^";


"	Movies Everywhere^", which includes domestic and international Box Office Essentials^�, PostTrak^� and PreAct^";

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"	OnDemand Everywhere^�, which includes OnDemand Essentials^� and Over the Top measurement products and related products; and


"	Other services, which includes our Studio Direct Revenue Sharing (DRS) and other products relating to content in the home video rental industry.

In August 2013, we acquired iTVX, a provider of branded entertainment analytics, insight and research. The financial results of iTVX, from the date of acquisition, are included within our TV Everywhere^" lines of business.

Results of Operations

Our results are as follows (dollars in thousands):



�	Three Months Ended September 30,⁽¹⁾													�	Six Months Ended September 30, ⁽¹⁾
�	2014						�	2013						�	2014						�	2013
	Dollars			�	% of revenue		�	Dollars			�	% of revenue		�	Dollars			�	% of revenue		�	Dollars			�	% of revenue
Revenue	$	25,241		�	100.0	�%	�	$	17,843		�	100	�%	�	$	47,585		�	100.0	�%	�	$	34,525		�	100.0	�%
Cost of revenue⁽²⁾	8,040			�	31.9		�	6,829			�	38.3		�	15,644			�	32.9		�	13,118			�	38.0
Gross margin	17,201			�	68.1		�	11,014			�	61.7		�	31,941			�	67.1		�	21,407			�	62.0
Operating expenses:	�			�	�		�	�			�	�		�	�			�	�		�	�			�	�
Selling, general and administrative⁽²⁾⁽³⁾	14,544			�	57.6		�	11,332			�	63.5		�	27,378			�	57.5		�	22,186			�	64.3
Research, technology and innovation⁽²⁾⁽³⁾	3,073			�	12.2		�	2,121			�	11.9		�	6,337			�	13.3		�	3,991			�	11.6
Total operating expenses	17,617			�	69.8		�	13,453			�	75.4		�	33,715			�	70.9		�	26,177			�	75.8
Loss from continuing operations	(416		)	�	(1.6	)	�	(2,439		)	�	(13.7	)	�	(1,774		)	�	(3.7	)	�	(4,770		)	�	(13.8	)
Other income, net	20			�	0.1		�	44			�	0.2		�	40			�	0.1		�	91			�	0.3
Loss from continuing operations before income taxes	(396		)	�	(1.6	)	�	(2,395		)	�	(13.4	)	�	(1,734		)	�	(3.6	)	�	(4,679		)	�	(13.6	)
Provision (benefit) for income taxes	337			�	1.3		�	(937		)	�	(5.3	)	�	365			�	0.8		�	(1,262		)	�	(3.7	)
Loss from continuing operations, net of income taxes	(733		)	�	(2.9	)	�	(1,458		)	�	(8.2	)	�	(2,099		)	�	(4.4	)	�	(3,417		)	�	(9.9	)
Income from discontinued operations, net of income taxes⁽²⁾⁽³⁾	308			�	1.2		�	802			�	4.5		�	655			�	1.4		�	1,563			�	4.5
Net loss	(425		)	�	(1.7	)	�	(656		)	�	(3.7	)	�	(1,444		)	�	(3.0	)	�	(1,854		)	�	(5.4	)
Net loss attributable to noncontrolling interest	(51		)	�	(0.2	)	�	(22		)	�	(0.1	)	�	(104		)	�	(0.2	)	�	(29		)	�	(0.1	)
Net loss attributable to Rentrak Corporation	$	(374	)	�	(1.5	)%	�	$	(634	)	�	(3.6	)%	�	$	(1,340	)	�	(2.8	)%	�	$	(1,825	)	�	(5.3	)%
�	�			�	�		�	�			�	�		�	�			�	�		�	�			�	�
(1) Percentages may not sum due to rounding. All prior periods presented have been restated as a result of reporting our PPT^��business as discontinued operations. See Note 3 of Notes to Condensed Consolidated Financial Statements.
�																									�	�
(2) Depreciation and amortization expense is included in the line items above as follows:																									�	�
Cost of revenue	$	991		�	�		�	$	796		�	�		�	$	1,874		�	�		�	$	1,579		�	�
Selling, general and administrative	559			�	�		�	496			�	�		�	1,116			�	�		�	957			�	�
Research, technology and innovation	195			�	�		�	155			�	�		�	410			�	�		�	288			�	�
Net income from discontinued operations	38			�	�		�	42			�	�		�	78			�	�		�	82			�	�
�	$	1,783		�	�		�	$	1,489		�	�		�	$	3,478		�	�		�	$	2,906		�	�
�	�			�	�		�	�			�	�		�	�			�	�		�	�			�	�
(3) Stock-based compensation expense is included in the line items above as follows:																										�
Selling, general and administrative	$	1,828		�	�		�	$	1,084		�	�		�	$	3,289		�	�		�	$	2,248		�	�
iTVX contingent consideration	600			�	�		�	800			�	�		�	100			�	�		�	800			�	�
Research, technology and innovation	244			�	�		�	156			�	�		�	473			�	�		�	297			�	�
�	2,672			�	�		�	2,040			�	�		�	3,862			�	�		�	3,345			�	�
Net income from discontinued operations	103			�	�		�	95			�	�		�	206			�	�		�	189			�	�
�	$	2,775		�	�		�	$	2,135		�	�		�	$	4,068		�	�		�	$	3,534		�	�
�	�			�	�		�	�			�	�		�	�			�	�		�	�			�	�

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Revenue

Revenue increased $7.4 million, or 41.5%, to $25.2 million in the second quarter of Fiscal 2015 compared to $17.8 million in the second quarter of Fiscal 2014. Revenue increased $13.1 million, or 37.8%, to $47.6 million in the six month period ended September 30, 2014 compared to $34.5 million in the six month period ended September 30, 2013. These fluctuations are described in more detail below.

Revenue information is as follows (dollars in thousands):



�	Three Months Ended September 30,					�	Dollar Change		�	%�Change
�	2014		�	2013		�	Dollar Change		�	%�Change
TV Everywhere^"	$	13,320	�	$	7,215	�	$	6,105	�	84.6%
Movies Everywhere^"	7,373		�	6,344		�	1,029		�	16.2%
OnDemand Everywhere^�	3,341		�	3,157		�	184		�	5.8%
Other services	1,207		�	1,127		�	80		�	7.1%
�	$	25,241	�	$	17,843	�	$	7,398	�	41.5%
�	�		�	�		�	�		�	�
�	Six Months Ended September 30,					�	Dollar Change		�	% Change
�	2014		�	2013		�	Dollar Change		�	% Change
TV Everywhere^"	$	23,826	�	$	12,912	�	$	10,914	�	84.5%
Movies Everywhere^"	14,766		�	12,805		�	1,961		�	15.3%
OnDemand Everywhere^�	6,589		�	6,473		�	116		�	1.8%
Other services	2,404		�	2,335		�	69		�	3.0%
�	$	47,585	�	$	34,525	�	$	13,060	�	37.8%

The increases in TV Everywhere^" revenue in the Fiscal 2015 periods were primarily due to the addition of new clients, sales of new services, custom reports and rate increases for existing clients.

The increases in Movies Everywhere^" revenue in the Fiscal 2015 periods were primarily due to rate increases for existing clients, sales of new services and the addition of new clients.

The increases in OnDemand Everywhere^� revenue in Fiscal 2015 periods were primarily due to rate increases for existing clients.

�

Other services primarily includes DRS revenue and measurement services relating to physical content in the home video rental industry. The increases in revenue in the Fiscal 2015 periods were primarily due to rate increases for existing clients as well as an increase in home video rental transactions.

�

Cost of Revenue and Gross Margin

Cost of revenue includes direct costs relating to our Entertainment Essentials^" services, and consists of costs associated with the operation of a call center for our Movies Everywhere^" services, as well as costs associated with amortizing capitalized, internally developed software used to provide the corresponding services and direct costs incurred to obtain and process data and maintain our systems.

Cost of revenue increased $1.2 million, or 17.7%, to $8.0 million in the second quarter of Fiscal 2015 compared to $6.8 million in the second quarter of Fiscal 2014. Cost of revenue increased $2.5 million, or 19.3%, to $15.6 million in the first six months of Fiscal 2015 compared to $13.1 million in the first six months of Fiscal 2014.

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Cost of revenue information is as follows (dollars in thousands):

�

Three Months Ended September 30,

�

Dollar

Change

�

%�Change

��

2014

�

2013

�

Costs related to:

�

Amortization of internally developed software

991

�

796

�

195

�

24.5%

Call center operation

1,410

�

1,334

�

5.7%

Obtaining and processing data

5,639

�

4,699

�

940

�

20.0%

�

8,040

�

6,829

�

1,211

�

17.7%

�

Six Months Ended September 30,

�

Dollar

Change

�

%�Change

��

2014

�

2013

�

Costs related to:

�

Amortization of internally developed software

1,874

�

1,579

�

295

�

18.7%

Call center operation

2,882

�

2,735

�

147

�

5.4%

Obtaining and processing data

10,888

�

8,804

�

2,084

�

23.7%

�

15,644

�

13,118

�

2,526

�

19.3%

The increases in cost of revenue in the Fiscal 2015 periods compared to the same periods of Fiscal 2014 resulted primarily from expanding household coverage with existing data supplier agreements, and the addition of new data supplier agreements.

Gross margin as a percentage of revenue was as follows:



�	Three Months Ended September 30,			�	Six Months Ended September 30,
�	2014	�	2013	�	2014	�	2013
Gross margin	68.1%	�	61.7%	�	67.1%	�	62.0%

The costs associated with our existing data supplier agreements are largely fixed. This, coupled with the increases in revenue noted above, resulted in improvements in gross margin in the Fiscal 2015 periods compared to the same periods of Fiscal 2014.

Operating Expenses

Operating expenses consist primarily of compensation and benefits, information technology, development, innovation and analytics, 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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Operating expense information is as follows (dollars in thousands):



�	Three Months Ended September 30,					�	Dollar Change			�	%�Change
Operating expenses	2014		�	2013		�	Dollar Change			�	%�Change
Entertainment Essentials^"	$	10,115	�	$	7,823	�	$	2,292		�	29.3%
Research, technology and innovation	3,073		�	2,121		�	952			�	44.9%
Stock-based compensation costs for iTVX	600		�	800		�	(200		)	�	(25.0)%
Corporate	3,829		�	2,709		�	1,120			�	41.3%
�	$	17,617	�	$	13,453	�	$	4,164		�	31.0%
�	�		�	�		�	�			�	�
�	Six Months Ended September 30,					�	Dollar Change			�	% Change
Operating expenses	2014		�	2013		�	Dollar Change			�	% Change
Entertainment Essentials^"	$	19,778	�	$	15,621	�	$	4,157		�	26.6%
Research, technology and innovation	6,337		�	3,991		�	2,346			�	58.8%
Stock-based compensation costs for iTVX	100		�	800		�	(700		)	�	(87.5)%
Corporate	7,500		�	5,765		�	1,735			�	30.1%
�	$	33,715	�	$	26,177	�	$	7,538		�	28.8%

Entertainment Essentials^"�

The increases in operating expenses for our Entertainment Essentials^" services groups in the Fiscal 2015 periods compared to the same periods of Fiscal 2014 were primarily due to increased headcount in our sales and client services groups, as well as operating costs relating to iTVX, which was acquired in August 2013.

Our long-term strategic plan is heavily focused on the development, growth and expansion of our Entertainment Essentials^" services, both domestically and internationally, and we consider these expenses to be investments which will help us leverage our growth longer term.

Research, Technology and Innovation

We are making significant investments in our systems which support our existing service lines, as well as products which are in the planning phases. We continue to add new data providers, integrate various third-party segmentation databases with our data and build our analytic capabilities. The increases in these costs relate to additional headcount, as well as increased costs relating to our systems. Additionally, we are incurring costs associated with our Media Rating Council (MRC) accreditation process. These expenditures will likely increase our costs over the next twelve months. We believe we will be able to leverage these investments and generate revenue and earnings streams that will contribute to our overall success.

Stock-based compensation costs for iTVX

Our acquisition of iTVX in August 2013 included contingent consideration, which, if earned, will be paid in January 2016. Changes in the fair value of contingent consideration arrangements are recorded as income or expense in our Condensed Consolidated Statements of Operations. For the three and six month periods ended September 30, 2014, the fair value of the estimated contingent consideration arrangement increased by $0.6 million and $0.1 million, respectively, compared to the fair value as of March 31, 2014. The increases were a result of an increase in the value of our common stock price. The common stock portion of the contingent consideration arrangement has a fixed price of $21.795 per share, and any fluctuation in our common stock price above or below this amount will affect the fair value of the payment and our results of operations.

Corporate

The increases in Corporate expenses in the Fiscal 2015 periods compared to the same periods of Fiscal 2014 were primarily due to increases in stock-based compensation and higher bonus accruals.

Income Taxes

Our effective tax rates are determined by excluding certain jurisdictions with net losses. Our tax provision for the first six months of Fiscal 2015 was 21.0% due to the effect of intraperiod allocations to discontinued operations. Without this allocation, the provision would have been substantially offset by net operating losses and the valuation allowance on deferred taxes.

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Income from Discontinued Operations, net of income taxes

Income from discontinued operations, net of income taxes, includes the results of our PPT^� line of business, and is as follows (dollars in thousands):

�

Three Months Ended September 30,

�

Dollar
Change

�

%�Change

�

2014

�

2013

�

Income from discontinued operations, net of income taxes

308

�

802

�

(494

)

�

(61.6)%

�

Six Months Ended September 30,

�

Dollar
Change

�

%�Change

�

2014

�

2013

�

Income from discontinued operations, net of income taxes

655

�

1,563

�

(908

)

�

(58.1)%

The decreases in income from discontinued operations, net of income taxes, in the Fiscal 2015 periods compared to the same periods of Fiscal 2014 were primarily due to the continued decline in physical DVD rental transactions from retail stores as well as the exit of Blockbuster from the market in January 2014.

Net Loss to Adjusted EBITDA Reconciliation

We define Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, stock-based compensation expense and other expenses which we consider non-recurring in nature. We believe that Adjusted EBITDA is helpful as an indicator of the current financial performance of our company and our capacity to operationally fund capital expenditures and working capital requirements. Due to the nature of our internally developed software which supports our Essentials^� services and our use of stock-based compensation, we incur significant non-cash charges for depreciation, amortization and stock-based compensation expense that may not be indicative of our operating performance from a cash perspective. We also adjust for acquisition and non-recurring costs as we believe this provides a useful metric by which to compare performance from period to period.

Adjusted EBITDA does not represent cash flows from operations as defined by GAAP, is not derived in accordance with GAAP and should not be considered as an alternative to net loss (the most comparable GAAP financial measure to Adjusted EBITDA).

The table below presents a reconciliation from net loss to Adjusted EBITDA (dollars in thousands):



�	Three Months Ended September 30,							�	Six Months Ended September 30,
�	2014			�	2013			�	2014			�	2013
Net loss attributable to Rentrak Corporation	$	(374	)	�	$	(634	)	�	$	(1,340	)	�	$	(1,825	)
Income from discontinued operations, net of income taxes	(308		)	�	(802		)	�	(655		)	�	(1,563		)
Adjustments:	�			�	�			�	�			�	�
iTVX stock-based compensation	600			�	800			�	100			�	800
Acquisition costs	270			�	106			�	316			�	190
Stock-based compensation from continuing operations	2,072			�	1,240			�	3,762			�	2,545
Income tax provision (benefit)	337			�	(937		)	�	365			�	(1,262		)
Investment income, net	(40		)	�	(46		)	�	(101		)	�	(93		)
Depreciation and amortization from continuing operations	1,745			�	1,447			�	3,400			�	2,824
Adjusted EBITDA	$	4,302		�	$	1,174		�	$	5,847		�	$	1,616

Adjusted EBITDA increased $3.1 million and $4.2 million in the three and six months ended September 30, 2014, respectively, compared to same period of the prior year primarily due to the respective increases in revenue.

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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 September 30, 2015.

Cash and cash equivalents and marketable securities increased $1.3 million to $23.3 million at September�30, 2014 from March�31, 2014. This increase resulted primarily from $6.1 million provided by operating activities and $0.8 million related to the issuance of our common stock, partially offset by $5.3 million used for the purchase of equipment and capitalized information technology costs. Portions of our cash and cash equivalents are held in our foreign subsidiaries. In the event we repatriate these earnings, the earnings may be subject to United States federal, state and foreign income taxes. As of September�30, 2014, we had $3.5 million in foreign bank accounts which we plan to use to fund our international expansion and growth.

We had $18.8 million invested in a fixed-income security fund as of September�30, 2014. 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, security fund values fall and investors may lose principal value. While we currently have no plans 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 receivable, net of allowances, increased $2.7 million to $14.9 million at September�30, 2014 from March�31, 2014, primarily due to the increase in revenue in the second quarter of Fiscal 2015 compared to the fourth quarter of Fiscal 2014.

During the first six months of Fiscal 2015, we spent $5.3 million on property and equipment, including $3.6 million for the capitalization of internally developed software for our business information service offerings. We anticipate spending a total of approximately $10.4 million in Fiscal 2015 on property and equipment, of which approximately $7.2 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 computers, servers and networking equipment.

Accrued data provider liabilities increased $4.0 million to $8.5 million at September�30, 2014 from March�31, 2014, primarily due to increased expenses incurred related to our data suppliers and the addition of new data suppliers.

Accrued compensation decreased $1.3 million to $5.4 million at September�30, 2014 from March�31, 2014, primarily due to a $1.5 million decrease in our bonus accrual related to Fiscal 2014 bonuses which were paid during the first quarter of Fiscal 2015, partially offset by a $0.1 million increase in the accrual for contingent consideration associated with our acquisition of iTVX.

Deferred revenue and other credits increased $0.8 million to $3.4 million at September�30, 2014 from March�31, 2014, primarily due to the increase in revenue as the balance includes amounts related to quarterly and annual subscriptions for our services, as well as the current portion of our deferred rent credits.

Deferred rent of $2.6 million at September�30, 2014, which includes both the current and long-term portion, represents amounts received for qualified renovations to our corporate headquarters and our offices in New York and Portland, as well as free rent for a portion of the lease terms. The deferred rent related to qualified renovations is being amortized against rent expense over the remaining lease terms, which extend through June 30, 2023, at the rate of approximately $54,000 per quarter. The deferred rent related to free rent is also being amortized against rent expense over the remaining lease terms and is expected to be approximately $13,000 per quarter for Fiscal 2015.

We currently have a revolving line of credit for $15.0 million that matures December�1, 2014. Interest accrues on outstanding balances under the line of credit at a rate equal to LIBOR plus 2.0% per annum, and we incur fees on the unused portion at a rate of 0.2% per annum. The credit line is secured by substantially all of our assets. At September�30, 2014, 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. The agreement contains certain liquidity, asset and financial covenants and, as of September�30, 2014, we were in compliance with those covenants.

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Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

We reaffirm the critical accounting policies and estimates as reported in our Fiscal 2014 Annual Report on Form 10-K.

New Accounting Guidance

See Note 9 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 2014 Annual Report on Form 10-K.

�


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, Chief Financial Officer and our Principal Accounting 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, Chief Financial Officer and our Principal Accounting 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, Chief Financial Officer and our Principal Accounting 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.

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PART II OTHER INFORMATION


ITEM 1A.	RISK FACTORS

Our Fiscal 2014 Annual Report on Form 10-K includes a detailed discussion of our risk factors. There have been no material changes from the risk factors previously disclosed in our Fiscal 2014 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 2014 Annual Report on Form 10-K.

�


ITEM 6.	EXHIBITS

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

�

Incorporated by Reference

Exhibit Number

�

Exhibit Description

�

Form

�

File Number

�

Exhibit

�

Filing Date

�

Filed Herewith

3.1

�

Restated Articles of Incorporation of Rentrak Corporation, as amended

�

S-8

�

333-199747

�

3.1

�

10/31/14

�

10.1

�

Fourth Amendment to Employment Agreement with William P. Livek, effective as of July 25, 2014.

�

10-Q

�

000-15159

�

10.1

�

8/7/14

�

10.2

�

Fourth Amendment to Employment Agreement with David I. Chemerow, effective as of July 25, 2014.

�

10-Q

�

000-15159

�

10.2

�

8/7/14

�

10.3

�

Amended Rentrak Corporation 2011 Employee Stock Purchase Plan

�

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).

�

31.3

�

Certification of Principal Accounting 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.

�

32.3

�

Certification of Principal Accounting 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.DEF

�

XBRL Taxonomy Extension Definition Linkbase Document.

�

101.LAB

�

XBRL Taxonomy Extension Label Linkbase Document.

�

101.PRE

�

XBRL Taxonomy Extension Presentation Linkbase Document.

�

Table of Contents

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:	November�6, 2014	�	RENTRAK CORPORATION
�	�	�		�
�	�	�	By:	�	/s/ David I. Chemerow
�	�	�	David I. Chemerow Chief Operating Officer and Chief Financial Officer

EXHIBIT 10.3

RENTRAK CORPORATION

2011 EMPLOYEE STOCK PURCHASE PLAN

The Rentrak Corporation 2011 Employee Stock Purchase Plan is comprised of two subplans as set forth below, each of which is intended to constitute a separate offering: the Rentrak Corporation U.S. Employee Stock Purchase Plan and the Rentrak Corporation International Employee Stock Purchase Plan.

The number of shares of the Common Stock of Rentrak Corporation reserved for sale and authorized for issuance pursuant to the Rentrak Corporation 2011 Employee Stock Purchase Plan comprised of the Rentrak Corporation U.S. Employee Stock Purchase Plan and the Rentrak Corporation International Employee Stock Purchase Plan is 200,000 shares, subject to adjustment as set forth in Section�9 of each subplan. Shares of Common Stock to be issued under the Plan shall be drawn from authorized and unissued shares.

RENTRAK CORPORATION

U.S. EMPLOYEE STOCK PURCHASE PLAN

SECTION�1. PURPOSE

The purpose of this Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an employee stock purchase plan under Section�423 of the Code. The provisions of this Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that Section�of the Code.

SECTION�2. DEFINITIONS

Certain terms used in this Plan have the meanings set forth in Appendix A.

SECTION�3. ELIGIBILITY REQUIREMENTS


3.1	Initial Eligibility

Except as provided in Section�3.2, each Employee shall become eligible to participate in the Plan in accordance with Section�4 on the first Enrollment Date on or following the later of (a)�the date on which Employee completes six (6) months of continuous employment; and (b)�the Effective Date. Participation in the Plan is entirely voluntary.


3.2	Limitations on Eligibility

The following Employees are not eligible to participate in the Plan:

(a)��Employees who have been continuously employed for fewer than six (6) months,

(b)��Employees whose customary employment is twenty (20) hours or less per week; and

(c)��Employees who, immediately upon purchasing Shares under the Plan, would own directly or indirectly, an aggregate of five percent (5%) or more of the total combined voting power or value of all outstanding shares of all classes of stock of the Company or any Subsidiary (and for purposes of this paragraph, the rules of Section�424(d) of the Code shall apply, and stock that the Employee may purchase under outstanding options shall be treated as stock owned by the Employee).

SECTION�4. ENROLLMENT

Any Eligible Employee may enroll in the Plan for any Offering Period by completing and signing an enrollment election form or by such other means as the Committee shall prescribe and submitting such enrollment election to the Company in accordance with procedures established by the Committee on or before the Cut-Off Date with respect to such Offering Period. Unless otherwise determined by the Committee, the enrollment election and the designated rate of payroll deduction shall

continue for future Offering Periods unless the Participant changes or cancels the enrollment election or designated rate of payroll deduction prior to the Cut-Off Date.

SECTION�5. GRANT OF OPTIONS ON ENROLLMENT


5.1	Option Grant

Enrollment by an Eligible Employee in the Plan as of an Enrollment Date will constitute the grant by the Company to such Participant of an option on such Enrollment Date to purchase Shares from the Company pursuant to the Plan.


5.2	Option Expiration

An option granted to a Participant pursuant to this Plan shall expire, if not terminated for any reason first, on the earliest to occur of: (a) the end of the Offering Period in which such option was granted; (b) the completion of the purchase of Shares under the option under Section�7; or (c) the date on which participation of such Participant in the Plan terminates for any reason.


5.3	Purchase of Shares

An option granted to a Participant under the Plan shall give the Participant a right to purchase on a Purchase Date the largest number of whole Shares, as determined by the Committee, that the funds accumulated in the Participants Account as of such Purchase Date will purchase at the applicable Purchase Price; provided, however, that such option shall be for a maximum number of shares determined by dividing $25,000 by the Fair Market Value of the Shares on the first day of the applicable Offering Period; provided, further, that the Committee may, in its discretion, limit the number of Shares purchased by each Participant in any Purchase Period.

Notwithstanding anything to the contrary herein, to the extent required by Section�423 of the Code, no Employee shall be granted an option under the Plan (or any other plan of the Company or a Subsidiary intended to qualify under Section�423 of the Code) that would permit the Employee to purchase Shares under the Plan (and such other plan) in any calendar year with a Fair Market Value (determined at the time such option is granted) in excess of $25,000 and any payments made by a Participant in excess of this limitation shall be returned to the Participant in accordance with procedures established by the Committee.

SECTION�6. PAYMENT

The Committee may designate the time and manner for payment of Shares to be purchased during the Purchase Period, including, but not limited to, through payroll deductions from Eligible Compensation, the terms and conditions of which are designated by the Committee. Payment amounts shall be credited on a bookkeeping basis to a Participants Account under this Plan. All payment amounts may be used by the Company for any purpose and the Company shall have no obligation to segregate such funds. No interest accrues on payments by Participants.

SECTION�7. PURCHASE OF SHARES


7.1	Option Exercise

Any option held by the Participant that was granted under this Plan and that remains outstanding as of a Purchase Date shall be deemed to have been exercised on such Purchase Date for the number of whole Shares, as determined by the Committee, that the funds accumulated in the Participants Account as of the Purchase Date will purchase at the applicable Purchase Price (but not in excess of the number of Shares for which options have been granted to the Participant pursuant to Section�5.3). Options for other Shares for which options have been granted that are not purchased on the last Purchase Date during the Offering Period shall terminate. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed. As a condition to the exercise of an option, the Committee may require the person exercising such option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares.


7.2	Refund of Excess Amount

If, after a Participants exercise of an option under Section�7.1, an amount remains credited to the Participants Account as of a Purchase Date, then the remaining amount shall be (a) if no further Purchase Periods are immediately contemplated by the Committee, distributed to the Participant as soon as administratively feasible, or (b) if another Purchase Period is contemplated by the Committee, carried forward in the Account for application to the purchase of Shares on the next following Purchase Date.


7.3	Employees of Subsidiary

In the case of Participants employed by a Designated Subsidiary, the Committee may provide for Shares to be sold through the Subsidiary to such Participants, to the extent consistent with Section�423 of the Code.


7.4	Pro Rata Allocation

If the total number of Shares for which options are or could be exercised on any Purchase Date in accordance with this Section�7, when aggregated with all Shares for which options have been previously exercised under this Plan, exceeds the maximum number of Shares reserved in Section�12, the Company may, in accordance with Section�12, allocate the Shares available for delivery and distribution in the ratio that the balance in each Participants Account bears to the aggregate balances of all Participants Accounts, and the remaining balance of the amount credited to the Account of each Participant under the Plan shall be returned to him or her as promptly as possible.


7.5	Notice of Disposition

If a Participant or former Participant sells, transfers, or otherwise makes a disposition of Shares purchased pursuant to an option granted under the Plan if such Participant or former Participant is subject to United States federal income tax, then such Participant or former Participant shall notify the Company or the Employer in writing of such sale, transfer or other disposition within ten (10) days of the consummation of such sale, transfer, or other disposition. Without limitation on the Participant or former Participants ability to sell, transfer or otherwise make a disposition of Shares and without limitation on Section�11.2, Participants and former Participants must maintain any Shares purchased pursuant to an option granted under the Plan within two (2) years after the date such option is granted or within one (1) year after the date such Shares were transferred to the Participant at the broker designated by the Committee, unless the Committee determines otherwise.

SECTION�8. WITHDRAWAL FROM THE PLAN, TERMINATION

OF EMPLOYMENT, AND LEAVE OF ABSENCE


8.1	Withdrawal From the Plan

A Participant may withdraw all funds accumulated in the Participants Account from the Plan during any Purchase Period by delivering a notice of withdrawal to the Company or the Employer (in a manner prescribed by the Committee) at any time up to but not including the thirty (30) days prior to the Purchase Date next following the date such notice of withdrawal is delivered, or at such shorter time in advance of such Purchase Date as the Committee may permit. If notice of complete withdrawal as described in the preceding sentence is timely received, all funds then accumulated in the Participants Account shall not be used to purchase Shares, but shall instead be distributed to the Participant as soon as administratively feasible and the Company or the Employer will cease the Participants payroll withholding for the Plan in accordance with timing and other procedures established by the Committee. An Employee who has withdrawn during a Purchase Period may not return funds to the Company or the Employer during the same Purchase Period and require the Company or the Employer to apply those funds to the purchase of Shares. Any Eligible Employee who has withdrawn from the Plan may, however, re-enroll in the Plan on the next subsequent Enrollment Date, if any.


8.2	Termination of Participation

Participation in the Plan terminates immediately on the date on which a Participant ceases to be employed by the Company or the Employer for any reason whatsoever or otherwise ceases to be an Eligible Employee, and all funds then accumulated in the Participants Account shall not be used to purchase Shares, but shall instead be distributed to the Participant as soon as administratively feasible.


8.3	Leaves of Absence

If a Participant takes a leave of absence, such Participant shall have the right, in accordance with procedures prescribed by the Committee, to elect to withdraw from the Plan in accordance with Section�8.1. To the extent determined by the Committee or required by Section�423 of the Code, certain leaves of absence may be treated as cessations of employment for purposes of the Plan.

SECTION�9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,

DISSOLUTION, LIQUIDATION, MERGER OR ASSET SALE


9.1	Adjustments Upon Changes in Capitalization

Subject to any required action by the shareholders of the Company, the right to purchase Shares of Common Stock covered by a current Offering Period and the number of Shares that have been authorized for issuance under the Plan for any future Offering Period, the maximum number of Shares each Participant may purchase each Offering Period (pursuant to Section�5.3 hereof), as well as the price per Share and the number of Shares covered by each right under the Plan that have not yet been purchased shall be proportionately adjusted in the sole discretion of the Committee for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, extraordinary cash dividend, combination or reclassification of the Common Stock, or recapitalization, reorganization, consolidation, split-up, spin-off, or any other increase or decrease in the number of Shares effected without receipt of consideration by the Company. Except as expressly provided otherwise by the Committee, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares.


9.2	Adjustment Upon Dissolution, Liquidation, Merger or Asset Sale

Without limitation on the preceding provisions, in the event of any dissolution, liquidation, merger, consolidation, sale of all or substantially all of the Companys outstanding voting securities, sales, lease, exchange or other transfer of all or substantially all of the Companys assets, or any similar transaction as determined by the Committee in its sole discretion, the Committee may make such adjustment it deems appropriate to prevent dilution or enlargement of rights in the number and class of Shares that may be delivered under Section�12, in the number, class of or price of Shares available for purchase under the Plan and in the number of Shares that a Participant is entitled to purchase and any other adjustments it deems appropriate. Without limiting the Committees authority under this Plan, in the event of any such transaction, the Committee may elect to have the options hereunder assumed or such options substituted by a successor entity, to terminate all outstanding options either prior to their expiration or upon completion of the purchase of Shares on the next Purchase Date, to shorten the Offering Period by setting a new Purchase Date, or to take such other action deemed appropriate by the Committee.

SECTION�10. DESIGNATION OF BENEFICIARY

Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom the amount in his or her Account is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during the Participants lifetime. In the absence of any such designation, any Account balance remaining unpaid at the Participants death shall be paid to the Participants estate.

SECTION�11. ADMINISTRATION


11.1	Administration by Committee

The Plan shall be administered by the Committee. The Committee shall have the authority to delegate duties to officers, directors or employees of the Company.


11.2	Authority of Committee

by a specified broker, and the establishment of the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars); to determine all questions of eligibility, disputed claims and policy that may arise in the administration of the Plan; to make any changes to the Plan or its operations to reduce or eliminate any unfavorable legal, accounting or other consequences to the extent deemed appropriate by the Committee; and, generally, to exercise such powers and perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company, including, but not limited to, designating from time to time which Subsidiaries of the Company shall be part of the Employer. The Committees determinations as to the interpretation and operation of this Plan shall be final and conclusive and each action of the Committee shall be binding on all persons.

In exercising the powers described in the foregoing paragraph, the Committee may adopt special or different rules for the operation of the Plan including, but not limited to, rules that allow employees of any foreign Subsidiary to participate in, and enjoy the tax benefits offered by, the Plan; provided that such rules shall not result in any grantees of options having different rights and/or privileges under the Plan in violation of Section�423 of the Code nor otherwise cause the Plan to fail to satisfy the requirements of Section�423 of the Code and the regulations thereunder.


11.3	Administrative Modifications

The Plan provisions relating to the administration of the Plan may be modified by the Committee from time to time as may be desirable to satisfy any requirements of or under the federal securities and/or other applicable laws of the United States, to obtain any exemption under such laws, or to reduce or eliminate any unfavorable legal, accounting or other consequences or for any other purpose deemed appropriate by the Committee.

SECTION�12. NUMBER OF SHARES

Subject to adjustment as set forth in Section�9, the number of�Shares reserved for sale and authorized for issuance pursuant to the Rentrak Corporation 2011 Employee Stock Purchase Plan is 200,000 Shares, and therefore, the number of Shares authorized for issuance pursuant to the Plan is the number of Shares specified above less the number of Shares issued pursuant to the Rentrak Corporation International Employee Stock Purchase Plan. If any option granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such option shall again become available for the Rentrak Corporation 2011 Employee Stock Purchase Plan. If on a given Purchase Date, the number of Shares with respect to which options are to be exercised exceeds the number of Shares then available under the Plan, the Committee shall make a pro rata allocation of the Shares remaining available for purchase in as uniform a manner as shall be practical and as it shall determine to be equitable.

SECTION�13. MISCELLANEOUS


13.1	Restrictions on Transfer

Options granted under the Plan to a Participant may not be exercised during the Participants lifetime other than by the Participant. Neither amounts credited to a Participants Account nor any rights with respect to the exercise of an option or to receive stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge, or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the Plan in accordance with Section�8.1.


13.2	Administrative Assistance

If the Committee in its discretion so elects, it may retain a brokerage firm, bank, or other financial institution to assist in the purchase of Shares, delivery of reports, or other administrative aspects of the Plan. If the Committee so elects, each Participant shall (unless prohibited by applicable law) be deemed upon enrollment in the Plan to have authorized the establishment of an account on his or her behalf at such institution. Shares purchased by a Participant under the Plan shall be held in the Account in the Participants name, or if the Participant so indicates in the enrollment form, in the Participants name together with the name of his or her spouse in joint tenancy with right of survivorship or spousal community property, or in certain forms of trust approved by the Committee.


13.3	Treatment of Non-U.S. Participants

The exchange rate and method for such conversion will be determined as prescribed by the Committee. In no event will any procedure implemented for dealing with exchange rate fluctuations that may occur during an Offering Period result in a purchase price below the Purchase Price permitted under the Plan. Each Participant shall bear the risk of any currency exchange fluctuations (if applicable) between the date on which any Participant contributions are converted to U.S. dollars and the following Purchase Date.


13.4	Withholding

The Company or any Employer shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company or any member of the Employer, an amount sufficient to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.


13.5	Equal Rights and Privileges

All Eligible Employees shall have equal rights and privileges with respect to the Plan so that the Plan qualifies as an employee stock purchase plan within the meaning of Section�423 or any successor provision of the Code and the related regulations. Notwithstanding the express terms of the Plan, any provision of the Plan that is inconsistent with Section�423 or any successor provision of the Code shall without further act or amendment by the Company or the Committee be reformed to comply with the requirements of Section�423 of the Code. This Section�13.5 shall take precedence over all other provisions in the Plan.


13.6	Applicable Law

The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Oregon.


13.7	Amendment and Termination

The Board may amend, alter, or terminate the Plan at any time; provided, however, that (1)�the Plan may not be amended in a way that will cause rights issued under the Plan to fail to meet the requirements of Section�423 of the Code; and (2) no amendment that would amend or modify the Plan in a manner requiring shareholder approval under Section�423 of the Code or the requirements of any securities exchange on which the Shares are traded shall be effective unless such shareholder approval is obtained. In addition, the Committee may amend the Plan as provided in Section�11.3, subject to the conditions set forth in this Section�13.7.

If the Plan is terminated, the Committee may elect to terminate all outstanding options either prior to their expiration or upon completion of the purchase of Shares on the next Purchase Date, or may elect to permit options to expire in accordance with their terms (and participation to continue through such expiration dates). If the options are terminated prior to expiration, all funds accumulated in Participants Accounts as of the date the options are terminated shall be returned to the Participants as soon as administratively feasible.


13.8	No Right of Employment

Neither the grant nor the exercise of any rights to purchase Shares under this Plan nor anything in this Plan shall impose upon the Company or a member of the Employer any obligation to employ or continue to employ any Employee. The right of the Company or a member of the Employer to terminate any Employee shall not be diminished or affected because any rights to purchase Shares have been granted to such Employee.


13.9	Rights as Shareholder

No Participant shall have any rights as shareholder unless and until Shares have been issued to him or her.


13.10	Governmental Regulation

The Companys obligation to sell and deliver Shares under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance, or sale of such Shares.


13.11	Gender

When used herein, masculine terms shall be deemed to include the feminine, except when the context indicates to the contrary.


13.12	Condition for Participation

As a condition to participation in the Plan, Eligible Employees agree to be bound by the terms of the Plan (including, without limitation, the notification and holding requirements of Section�7.5) and the determinations of the Committee.

APPENDIX A

DEFINITIONS

As used in the Plan,

Account means a recordkeeping account maintained for a Participant to which Participant contributions and payroll deductions, if applicable, shall be credited.

Board means the Board of Directors of the Company.

Code means the Internal Revenue Code of 1986, as amended.

Committee means the Compensation Committee or any other committee appointed by the Board to administer the Plan.

Common Stock means the Common Stock, par value $0.001 per share, of the Company.

Company means Rentrak Corporation, an Oregon corporation.

Cut-Off Date means the date established by the Committee from time to time by which enrollment forms must be received prior to an Enrollment Date.

Designated Subsidiary means any Subsidiary that has been designated by the Committee from time to time in its sole discretion as eligible to participate in the Plan and that has adopted the Plan with the approval of the Committee in its sole and absolute discretion.

Effective Date means the date on which the Plan is approved by the Companys shareholders.

Eligible Compensation means all base gross earnings, including such amounts of gross earnings as are deferred by an Eligible Employee (a) under a qualified cash or deferred arrangement described in Section�401(k) of the Code or (b) to a plan qualified under Section�125 of the Code. Eligible Compensation does not include overtime, cash bonuses, commissions, severance pay, hiring and relocation bonuses, pay in lieu of vacations or sabbaticals, sick leave, gain from stock option exercises or any other special payments.

Eligible Employee means an Employee eligible to participate in the Plan in accordance with Section�3.

Employee means any individual who is an employee of the Employer for tax purposes.

Employer means the Company or any Designated Subsidiary of the Company by which an Employee is employed.

Enrollment Date means the first Trading Day of an Offering Period.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Fair Market Value means, as of any date, the closing sales price for the Common Stock on any given date during regular trading, or if not trading on that date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it may establish.

Grant Date means a date on which an Eligible Employee is granted an option under the Plan pursuant to Section�5.

Grant Price means the Fair Market Value of a Share on the Grant Date for such option.

Offering Period means the period beginning and ending on the dates designated by the Committee; provided, that each period shall in no event end later than twenty-seven (27) months from the Grant Date. The Offering Period may but need not be the same as the Purchase Period, as determined by the Committee.

Participant means an Eligible Employee who has enrolled in the Plan pursuant to Section�4.

Plan means this Rentrak Corporation U.S. Employee Stock Purchase Plan.

Purchase Date with respect to a Purchase Period means the last Trading Day in such Purchase Period.

Purchase Date Price means the Fair Market Value of a Share on the applicable Purchase Date.

Purchase Period means the period beginning and ending on the dates designated by the Committee; provided, that each period shall, in no event end later than twenty-seven (27) months from the Grant Date.

Purchase Price means the price designated by the Committee, at which each Share may be purchased under any option, but in no event less than eighty-five percent (85%) of the lesser of:

(1)��The Grant Price and

(2)��The Purchase Date Price.

Shares means shares of the Companys Common Stock.

Subsidiary means a corporation, domestic or foreign, of which not less than 50% of the combined voting power is held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

Trading Day means a day on which the New York Stock Exchange, the Nasdaq Stock Market or other alternative exchange or service on which the Common Stock is traded, listed or quoted is open for trading.

RENTRAK CORPORATION

INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

SECTION�1. PURPOSE

The purpose of this Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company.

SECTION�2. DEFINITIONS

Certain terms used in this Plan have the meanings set forth in Appendix A.

SECTION�3. ELIGIBILITY REQUIREMENTS


3.1	Initial Eligibility

Except as provided in Section�3.2, each Employee shall become eligible to participate in the Plan in accordance with Section�4 on the first Enrollment Date on or following the later of (a)�the date on which such Employee completes six (6) months of continuous employment, or such shorter period determined appropriate by the Committee; and (b)�the Effective Date. Participation in the Plan is entirely voluntary.


3.2	Limitations on Eligibility

The following Employees are not eligible to participate in the Plan:

(a)��Employees who have been continuously employed for fewer than six (6) months, or such shorter period determined appropriate by the Committee; and

(b)��Unless otherwise determined appropriate by the Committee, Employees whose customary employment is twenty (20) hours or less per week.

SECTION�4. ENROLLMENT

SECTION�5. GRANT OF OPTIONS ON ENROLLMENT


5.1	Option Grant


5.2	Option Expiration


5.3	Purchase of Shares

SECTION�6. PAYMENT

The Committee may designate the time and manner for payment of Shares to be purchased during the Purchase Period, including, but not limited to, through payroll deductions from Compensation, the terms and conditions of which are designated by the Committee. Payment amounts shall be credited on a bookkeeping basis to a Participants Account under this Plan. All payment amounts may be used by the Company for any purpose and the Company shall have no obligation to segregate such funds. No interest accrues on payments by Participants.

SECTION�7. PURCHASE OF SHARES


7.1	Option Exercise

at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares.


7.2	Refund of Excess Amount


7.3	Employees of Subsidiary

In the case of Participants employed by a Designated Subsidiary, the Committee may provide for Shares to be sold through the Subsidiary to such Participants.


7.4	Pro Rata Allocation

SECTION�8. WITHDRAWAL FROM THE PLAN, TERMINATION

OF EMPLOYMENT, AND LEAVE OF ABSENCE


8.1	Withdrawal From The Plan


8.2	Termination of Participation


8.3	Leaves of Absence

If a Participant takes a leave of absence, such Participant shall have the right, in accordance with procedures prescribed by the Committee, to elect to withdraw from the Plan in accordance with Section�8.1. To the extent determined by the Committee, certain leaves of absence may be treated as cessations of employment for purposes of the Plan.

SECTION�9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,

DISSOLUTION, LIQUIDATION, MERGER OR ASSET SALE


9.1	Adjustments Upon Changes in Capitalization


9.2	Adjustments Upon Dissolution, Liquidation, Merger or Sale of Assets

SECTION�10. DESIGNATION OF BENEFICIARY

SECTION�11. ADMINISTRATION


11.1	Administration by Committee

The Plan shall be administered by the Committee. The Committee shall have the authority to delegate duties to officers, directors or employees of the Company.


11.2	Authority of Committee

The Committee shall have the full and exclusive discretionary authority to construe and interpret the Plan and options granted under it; to establish, amend, and revoke rules and regulations for administration of the Plan (including, without limitation, the determination and change of Offering Periods, Purchase Periods and payment procedures, the requirement that Shares be held by a specified broker, and the establishment of the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars); to determine all questions of eligibility, disputed claims and policy that may arise in the administration of the Plan; to make any changes to the Plan or its operations to reduce or eliminate any unfavorable legal, accounting or other consequences to the extent deemed appropriate by the Committee; and, generally, to exercise such powers and perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company, including, but not limited to, designating from time to time which Subsidiaries of the Company shall be part of the Employer. The Committees determinations as to the interpretation and operation of this Plan shall be final and conclusive and each action of the Committee

shall be binding on all persons. The Committee may adopt special or different rules for the operation of the Plan for different Participants, including, but not limited to, rules designed to accommodate the practices of the applicable jurisdiction.


11.3	Administrative Modification

The Plan provisions relating to the administration of the Plan may be modified by the Committee from time to time as may be desirable to satisfy any requirements of or under the securities or other applicable laws of the United States or other jurisdiction, to obtain any exemption under such laws, or to reduce or eliminate any unfavorable legal, accounting or other consequences or for any other purpose deemed appropriate by the Committee.

SECTION�12. NUMBER OF SHARES

Subject to adjustment as set forth in Section�9, the number of Shares are reserved for sale and authorized for issuance pursuant to the Rentrak Corporation 2011 Employee Stock Purchase Plan is 200,000�Shares, and therefore, the number of Shares authorized for issuance pursuant to the Plan is the number of Shares specified above less the number of Shares issued pursuant to the Rentrak Corporation U.S. Employee Stock Purchase Plan. If any option granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such option shall again become available for the Rentrak Corporation 2011 Employee Stock Purchase Plan. If on a given Purchase Date, the number of Shares with respect to which options are to be exercised exceeds the number of Shares then available under the Plan, the Committee shall make a pro rata allocation of the Shares remaining available for purchase in as uniform a manner as shall be practical and as it shall determine to be equitable.

SECTION�13. MISCELLANEOUS


13.1	Restrictions on Transfer


13.2	Administrative Assistance


13.3	Treatment of Non-U.S. Participants

Participants who are employed by non-U.S. Designated Subsidiaries, who are paid in foreign currency, and who contribute foreign currency to the Plan through contributions or payroll deductions will have such contributions converted to U.S. dollars. The exchange rate and method for such conversion will be determined as prescribed by the Committee. Each Participant shall bear the risk of any currency exchange fluctuations (if applicable) between the date on which any Participant contributions are converted to U.S. dollars and the following Purchase Date.


13.4	Withholding

The Company or any Employer shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company or any member of the Employer, an amount sufficient to satisfy taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.


13.5	Applicable Law

The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Oregon.


13.6	Amendment and Termination

The Board may amend, alter, or terminate the Plan at any time; provided, however, that no amendment that would amend or modify the Plan in a manner requiring shareholder approval under the requirements of any securities exchange on which the Shares are traded shall be effective unless such shareholder approval is obtained. In addition, the Committee may amend the Plan as provided in Section�11.3, subject to the conditions set forth in this Section�13.6.


13.7	No Right of Employment


13.8	Rights as Shareholder

No Participant shall have any rights as shareholder unless and until Shares have been issued to him or her.


13.9	Governmental Regulation


13.10	Gender

When used herein, masculine terms shall be deemed to include the feminine, except when the context indicates to the contrary.


13.11	Condition for Participation

As a condition to participation in the Plan, Eligible Employees agree to be bound by the terms of the Plan and the determinations of the Committee.

APPENDIX A

DEFINITIONS

As used in the Plan,

Account means a recordkeeping account maintained for a Participant to which Participant contributions and payroll deductions, if applicable, shall be credited.

Board means the Board of Directors of the Company.

Code means the Internal Revenue Code of 1986, as amended.

Committee means the Compensation Committee or any other committee appointed by the Board to administer the Plan.

Common Stock means the Common Stock, par value $0.001 per share, of the Company.

Company means Rentrak Corporation, an Oregon corporation.

Compensation means all gross earnings, including such amounts of gross earnings as are deferred by an Eligible Employee (a) under a qualified cash or deferred arrangement described in Section�401(k) of the Code or (b) to a plan qualified under Section�125 of the Code.

Cut-Off Date means the date established by the Committee from time to time by which enrollment forms must be received prior to an Enrollment Date.

Effective Date means the date on which the Companys shareholders approve the Plan.

Eligible Employee means an Employee eligible to participate in the Plan in accordance with Section�3.

Employee means any individual who is an employee of the Employer for purposes of the Plan as determined by the Committee.

Employer means the Company or any Designated Subsidiary of the Company by which an Employee is employed.

Enrollment Date means the first Trading Day of an Offering Period.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Grant Date means a date on which an Eligible Employee is granted an option under the Plan pursuant to Section�5.

Grant Price means the Fair Market Value of a Share on the Grant Date for such option.

Participant means an Eligible Employee who has enrolled in the Plan pursuant to Section�4.

Plan means this Rentrak Corporation International Employee Stock Purchase Plan.

Purchase Date with respect to a Purchase Period means the last Trading Day in such Purchase Period.

Purchase Date Price means the Fair Market Value of a Share on the applicable Purchase Date.

Purchase Price means the price designated by the Committee, at which each Share may be purchased under any option, but in no event less than eighty-five percent (85%) of the lesser of:

(1)��The Grant Price and

(2)��The Purchase Date Price.

Shares means shares of the Companys Common Stock.

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 registrants other certifying officers 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and


5.	The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.

Date: November�6, 2014



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

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 registrants other certifying officers 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and


5.	The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.

Date: November�6, 2014



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

Exhibit 31.3

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER

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

I, Michelle R. Spencer, 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 registrants other certifying officers 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and


5.	The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.

Date: November�6, 2014



By:	�	/s/ Michelle R. Spencer	�
Michelle R. Spencer			�
Senior Vice President of Finance and Deputy Chief Financial Officer			�
Rentrak Corporation			�

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 September�30, 2014, 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			�
November�6, 2014			�

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.

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 September�30, 2014, 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			�
November�6, 2014			�

Exhibit 32.3

CERTIFICATION OF PRINCIPAL ACCOUNTING 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 September�30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michelle R. Spencer, Principal Accounting 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/ Michelle R. Spencer	�
Michelle R. Spencer			�
Principal Accounting Officer			�
Rentrak Corporation			�
November�6, 2014			�

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