SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10 - K

X Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
 of 1934 for fiscal year ended March 31, 2002 or Transition report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 0-15159
                               RENTRAK CORPORATION
             (exact name of registrant as specified in its charter)

              Oregon                                   93-0780536
      (State or other jurisdiction of                (IRS Employer
      Incorporation or organization)              Identification Number)

      7700 NE Ambassador Place, Portland, Oregon          97220
      (Address of Principal Executive Offices)          (Zip Code)

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


        Securities registered pursuant to Section 12 (b) of the Act: None
          Securities registered pursuant to Section 12 (g) of the Act:
                          Common stock $.001 par value
                                (Title of Class)

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K,  or any  amendment to
this Form 10-K [ ]

As of June 24, 2002, the aggregate market value of the registrant's common stock
held by  non-affiliates  of the  registrant,  based on the last  sales  price as
reported by NASDAQ, was $50,412,605.

As of June 24,  2002,  the  Registrant  had  9,827,231  shares of  Common  Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE  DEFINITIVE  PROXY  STATEMENT FOR THE 2002 ANNUAL MEETING OF THE
SHAREHOLDERS  ARE  INCORPORATED  BY REFERENCE  INTO PART II and III OF THIS FORM
10-K



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                                TABLE OF CONTENTS

Item   PART I                                                             Page

1.     Business                                                             3

2.     Properties                                                           8

3.     Legal Proceedings                                                    8

4.     Submission of Matters to a Vote of Security Holders                  9

       PART II

5.     Market for  Registrant's Common Equity and Related
       Stockholder Matters                                                  9

6.     Selected Financial Data                                             11

7.     Management's Discussion and Analysis of Financial Condition
       and Results of Operations                                           12

7A.    Quantitative and Qualitative Disclosures About  Market Risk         22

8.     Financial Statements and Supplementary Data                         23

9.     Changes in and Disagreements with Accountants on Accounting and
       Financial Disclosure                                                53

       PART III

10.    Directors and Executive Officers of the Registrant                  53

11.    Executive Compensation                                              53

12.    Security Ownership of Certain Beneficial Owners                     54
       and Management

13.    Certain Relationships and Related Transactions                      54

       PART IV

14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K     55




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                                     PART I

ITEM 1.     BUSINESS

GENERAL

The  Company's  primary  business is the  collection,  processing,  analysis and
presentation  of  rental  and sales  information  regarding  videocassettes  and
digital  videodiscs  ("DVD's")  leased to home video specialty  stores and other
retailers by way of its Pay Per Transaction system (the "PPT System"). Under the
Company's PPT System,  home video specialty stores and other retailers that rent
videocassettes and DVD's ("Units") to consumers ("Retailers"), including grocery
stores and convenience  stores,  lease Units, and other media from Rentrak for a
low up-front fee and share a portion of each retail rental  transaction with the
Company.  The  Company's  PPT System  generated  71  percent,  71 percent and 83
percent of total revenues in fiscal years 2002, 2001 and 2000, respectively.

The  Company  engages in  additional  lines of business  through  the  following
subsidiaries:

3PF.COM,  Inc.  (formerly  ComAlliance),  provides order  processing,  inventory
management,  and fulfillment  services to Internet retailers and wholesalers and
to other businesses requiring just-in-time fulfillment. 3PF.COM, Inc.'s Web-site
can be accessed at www.3PF.COM.

BlowOut  Video,  Inc.,  sells  videocassettes  and DVD's  ("Units")  through its
Website www.blowoutvideo.com, and through three retail outlets.

PAY-PER-TRANSACTION SYSTEM

The Company distributes Units principally to home video specialty stores through
its  PPT  System.  The  PPT  System  enables  Retailers  to  obtain  Units  at a
significantly  lower  initial  cost  than  if  they  purchased  the  Units  from
traditional video distributors.

Under the PPT System,  after the Retailer is approved for  participation  in the
PPT System,  Units are leased to the  Retailer for a low initial fee (the "Order
Processing  Fee") plus a percentage  of revenues  generated by the Retailer from
rentals to consumers (the  "Transaction  Fee"). The Company retains a portion of
each Order  Processing Fee and  Transaction  Fee and remits the remainder to the
appropriate  motion picture  studios or other licensee or owner of the rights to
certain  video  programming  ("Program  Suppliers")  that hold the  distribution
rights to the  Units.  Due to the lower  cost of  "bringing  Units in the door",
Retailers  generally  obtain a greater number of Units under the PPT System than
the traditional  distribution  method. The intended benefit to the Retailer is a
higher volume of rental transactions, as well as a reduction in capital cost and
risk. The intended  benefit to the Program  Supplier is an increase in the total
number of Units shipped,  resulting in increased  revenues and  opportunity  for
profit.  The intended  benefit to the consumer is the  potential of finding more
copies of certain  newly  released  hit titles and a greater  selection of other
titles at Retailers participating in the PPT System ("Participating Retailers").

The Company  markets  its PPT System  throughout  the United  States and Canada.
Following  the  sale of a 5.6  percent  interest  in  Rentrak  Japan  Co.,  Ltd.
("Rentrak  Japan"),  a Japanese  corporation  which markets a similar service to
video  retailers  in Japan,  in October  2001,  the  Company no longer  received
revenues from the Asian markets.

In February  1998, the Company  entered into a Shareholders  Agreement and a PPT
License


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<PAGE>

Agreement with Columbus  Holdings  Limited and Rentrak UK Limited to develop the
Company's PPT  distribution  and information  processing  business in the United
Kingdom  through  Rentrak UK. The  Company  presently  owns a 92 percent  equity
interest  in Rentrak  UK. As of March 31,  2000,  Rentrak UK was not  generating
income or  positive  cash flow and the  Company's  investment  of  $222,000  was
written  off.  During the year ended March 31,  2001,  Rentrak UK  continued  to
generate no income or cash flow.  During the year ended March 31, 2002,  Rentrak
UK improved its performance  producing minimal income and cash flow.  Management
of the Company has made  changes to decrease the cost of  operations,  including
space and staffing costs, and it is continuing to closely evaluate the financial
performance  of  operations.  Management  is  considering  various  alternatives
including selling or closing down Rentrak UK's operations.

The  Company  currently  offers  substantially  all of the titles of a number of
Program  Suppliers,  including  Buena  Vista  Pictures  Distribution,   Inc.,  a
subsidiary of The Walt Disney  Company,  Paramount Home Video,  Inc.,  Universal
Studios Home Video, Inc., Twentieth Century Fox Home Entertainment (formerly Fox
Video),  a subsidiary  of Twentieth  Century Fox Film  Corporation  and MGM Home
Entertainment,  a subsidiary of the Metro Goldman Meyer  Company.  The Company's
arrangements  with  Program  Suppliers  are  of  varying  duration,   scope  and
formality.  In some cases,  the Company has obtained Units pursuant to contracts
or arrangements  with Program  Suppliers on a title-by-title  basis and in other
cases the  contracts  or  arrangements  provide  that all  titles  released  for
distribution  by such Program  Supplier  will be provided to the Company for the
PPT System. Many of the Company's  agreements with Program Suppliers,  including
all major Program  Suppliers,  may be terminated upon  relatively  short notice.
Therefore, there is no assurance that any of the Program Suppliers will continue
to  distribute  Units  through the PPT System,  continue to have  available  for
distribution  titles which the Company can distribute on a profitable  basis, or
continue to remain in  business.  Even if titles are  otherwise  available  from
Program  Suppliers to the Company,  there is no assurance that they will be made
available on terms  acceptable to the Company.  During the last three years, the
Company has not experienced any material difficulty acquiring suitable Units for
the Company's  markets on acceptable terms and conditions from Program Suppliers
that have agreed to provide the same to the Company. The Company has one Program
Supplier  that  supplied  product  that  generated  17  percent,  a second  that
generated 15 percent,  and a third that generated 13 percent of Rentrak revenues
for the year ended March 31, 2002.  There were no other  Program  Suppliers  who
provided  product that  generated  more than 10 percent of revenues for the year
ended March 31, 2002.

The  Company  currently  receives a  significant  amount of  product  from three
Program Suppliers. Although management does not believe that these relationships
will be terminated in the near term, a loss of any of these suppliers could have
an adverse effect on the Company's operating results.

Certain  Program  Suppliers  have  requested,  and  the  Company  has  provided,
financial  or  performance  commitments  from the Company,  including  advances,
warrants, or guarantees, as a condition of obtaining certain titles. The Company
determines  whether  to  provide  such  commitments  on  a  case-by-case  basis,
depending  upon the Program  Supplier's  success  with such titles prior to home
video  distribution  and the Company's  assessment  of expected  success in home
rental distribution.  The Company intends to continue this practice of providing
such  commitments  and there is no assurance  that this practice will not in the
future result in losses which may be material.



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DISTRIBUTION OF CASSETTES AND DVD'S ("UNITS")

The Company's  proprietary  Rentrak Profit Maker  Software (the "RPM  Software")
allows  Participating  Retailers  to order  Units  through  their  Point of Sale
("POS")  system   software  and  provides  the   Participating   Retailers  with
substantial  information  regarding all offered  titles.  Ordering  occurs via a
networked computer interface.  To further assist the Participating  Retailers in
ordering, the Company also produces a monthly product catalogue called "Ontrak."

To be  competitive,  Retailers  must be able to rent their  Units on the "street
date"  announced by the Program  Supplier for the title.  Rentrak has contracted
with its  subsidiary  3PF.COM to  distribute  Rentrak's  Units via overnight air
courier to assure  delivery to  Participating  Retailers on the street date. The
freight costs of such  distribution  comprise a portion of the Company's cost of
sales.

COMPUTER OPERATIONS

To  participate  in the Company's  PPT System,  Retailers  must install  Rentrak
approved  computer software and hardware to process all of their rental and sale
transactions.  Participating  Retailers  are  required  to use  one  of the  POS
software  vendors  approved  by the  Company  as  conforming  to  the  Company's
specifications.  The  Company's  RPM  Software  resides  on the  Retailer's  POS
computer system and transmits a record of PPT transactions to the Company over a
telecommunications  network.  The RPM  Software  also  assists  the  Retailer in
ordering newly released titles and in managing the inventory of Units.

The Company's  information  system  processes  these  transactions  and prepares
reports for Program  Suppliers  and  Participating  Retailers.  In addition,  it
determines  variations from  statistical  norms for potential audit action.  The
Company's  information  system  also  transmits  information  on new  titles and
confirms orders made to the RPM Software at the Retailer location.

RETAILER AUDITING

From time to time, the Company audits Participating Retailers in order to verify
that they are reporting all rentals and sales of Units on a consistent, accurate
and timely  basis.  Several  different  types of exception  reports are produced
weekly.  These reports are designed to identify any Participating  Retailers who
vary from the Company's  statistical  norms.  Depending  upon the results of the
Company's  analysis of the reports,  the Company may conduct an in-store  audit.
Audits may be performed  with or without notice and any refusal to allow such an
audit can be cause  for  immediate  termination  from the PPT  System.  If audit
violations  are found,  the  Participating  Retailer is subject to fines,  audit
fees,  immediate  removal from the PPT System and/or  repossession of all leased
Units.

SEASONALITY

The Company  believes that the home video industry is seasonal  because  Program
Suppliers tend to introduce hit titles at two periods of the year,  early summer
and  Christmas.  Since the release to home video usually  follows the theatrical
release by approximately  six months (although  significant  variations occur on
certain titles), the seasonal peaks for home video also generally occur in early
summer and at Christmas.  The Company believes its volume of rental transactions
reflects,  in part,  this  seasonal  pattern,  although  the  growth of  Program
Suppliers, titles available to the Company, and Participating Retailers may tend
to obscure any seasonal effect.  The Company  believes such seasonal  variations
may be reflected in future quarterly patterns of its revenues and

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<PAGE>


earnings.

RETAILER FINANCING PROGRAM

In 1992, the Company established a Retailer Loan Program whereby, on a selective
basis,  it  provided  financing  to  Participating  Retailers  that the  Company
believed  had  the  potential  for  substantial  growth  in  the  industry.  The
underlying  rationale  for this  program was the belief  that the Company  could
expand  its  business  and at the same  time  participate  in the  rapid  growth
experienced by the video retailers in which it invested. During fiscal 2001, the
Company  discontinued new financings under this program and provided reserves of
$6.6 million  representing the entire outstanding  balance of the program loans.
The  Company  continues  to  seek  enforcement  of  agreements  entered  into in
connection  with this  program  in  accordance  with  their  terms to the extent
practicable.

COMPETITION

The Cassette and DVD distribution business is a highly competitive industry that
is rapidly changing.  The traditional method of distributing these Cassettes and
DVD's ("Units") to Retailers is through purchase transactions;  i.e., a Retailer
purchases  Units from a distributor and then offers the Units for rental or sale
to  the  general   public.   As   described   in  greater   detail   above  (see
"Pay-Per-Transaction  System"),  the Company's  PPT System  offers  Retailers an
alternative  method of obtaining Units.  Accordingly,  the Company faces intense
competition  from  all  of  the  traditional   distributors,   including  Ingram
Entertainment, Inc., VPD, and Video One Canada, Ltd. These and other traditional
distributors have extensive distribution networks,  long-standing  relationships
with Program Suppliers and Retailers, and, in some cases,  significantly greater
financial resources than the Company.

In the last two years certain traditional distributors have taken steps to offer
Units to Retailers on a revenue sharing basis. For example,  several traditional
distributors   have  executed   licensing   agreements  with   Supercomm,   Inc.
("Supercomm"),  a wholly-owned  subsidiary of The Walt Disney Company, to market
product on revenue sharing terms.  Several  traditional  distributors  have also
executed revenue sharing agreements with motion picture studios ("Studios").

The Company also competes with Supercomm on two levels:  (1)  domestically - for
processing data for certain Studios' direct relationships with Blockbuster Video
and other Retailers; and (2) internationally in certain markets.  Supercomm also
processes data for traditional distributors such as Ingram who then compete with
the Company for revenue sharing Units as well as traditional Units.

The Company also faces direct  competition from the Studios.  Beginning in 1997,
several major Studios  offered  Retailers  discounted  pricing if such Retailers
substantially  increased  the  quantity  of Units  purchased.  Also,  some major
Studios have offered Units to Retailers on a lease basis. In addition, all major
Studios  sell Units  directly  to major  Retailers  including  Blockbuster,  the
world's largest chain of home video specialty  stores.  The Company believes all
of the major  Studios have  executed  direct  revenue  sharing  agreements  with
Blockbuster  and Hollywood  Entertainment,  the world's  second largest chain of
home video specialty stores. The Company also believes that certain Studios have
executed direct revenue sharing  agreements with several other large  Retailers.
The Company  does not believe  that the Studios  have  executed  direct  revenue
sharing agreements with other smaller  Retailers,  but there can be no assurance
that they will not do so in the future.


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The Studios also compete with the Company by releasing  certain Unit titles on a
"sell-through" basis; i.e., they bypass the traditional rental period by selling
the Units directly to consumers at a price of approximately  $9.95 -- $19.95. To
date,  such  "sell-through"  distribution  has generally been limited to certain
newly released hit titles with wide general family appeal. However,  because the
Company's  PPT business is partially  dependent  upon the  existence of a rental
period,  a shift  toward such  "sell-through"  distribution,  particularly  with
respect to popular titles, could have a material adverse effect on the Company's
business.

The Company also  competes with  businesses  that use  alternative  distribution
methods  to provide  video  entertainment  directly  to  consumers,  such as the
following:  (1) direct broadcast satellite transmission systems; (2) traditional
cable television  systems;  (3) pay-per-view cable television  systems;  and (4)
delivery of programming  via the Internet.  Each of these  distribution  methods
employs  digital  compression  techniques  to  increase  the number of  channels
available  to  consumers  and,  therefore,  the  number  of  movies  that may be
transmitted.   Technological   improvements   in   this   distribution   method,
particularly   "video-on-demand,"  may  make  this  option  more  attractive  to
consumers and thereby  materially  diminish the demand for Unit rentals.  Such a
consequence could have a material adverse effect on the Company's business.

FOREIGN OPERATIONS

On December  20,  1989,  the Company  entered  into an  agreement  with  Culture
Convenience Club, Co., Ltd. ("CCC"),  a Japanese  corporation,  which is Japan's
largest video specialty retailer.  Pursuant to the agreement, the parties formed
Rentrak Japan, a Japanese corporation. Rentrak Japan was formed to implement the
PPT System in Japan.  The Company  provided  its PPT  technology  and the use of
certain  trademarks  and  service  marks  to  Rentrak  Japan,  and CCC  provided
management personnel, operating capital, and adaptation of the PPT technology to
meet Japanese requirements.

Beginning  in 1994,  the Company  became  entitled to a royalty of 1.67% for all
sales of up to  $47,905,000  plus  one-half of one percent of sales greater than
$47,905,000  in each royalty year (June 1 - May 31).  Additionally,  the Company
received  one-time  royalty  payments  of  $1,000,000  in  fiscal  year 1995 and
$1,000,000  in fiscal  year 1999.  In  December  1999,  the  Company  received a
prepayment  of $2,500,000  in exchange for  $4,000,000 of credit  related to the
annual royalty,  which was recognized in revenues as royalties were earned under
the terms of the contract.

Effective   April  2,  2001  the  Company  and  Rentrak  Japan  entered  into  a
restructuring agreement of their relationship. The Company transferred exclusive
rights to implement its PPT System within  specified  countries in the Far East,
including related trademark and other  intellectual  property rights, to Rentrak
Japan.  In exchange for the  transfer,  Rentrak Japan made a lump sum payment of
$5.7  million to the  Company  and  released  certain of the  Company's  payment
obligations  totaling $1.3 million. As part of the transaction,  Rentrak Japan's
obligation to pay annual  royalties to the Company in connection with use of its
PPT  System  was  terminated.  (See Note  1(b) of the Notes to the  Consolidated
Financial Statements.)

TRADEMARKS, COPYRIGHTS, AND PROPRIETARY RIGHTS

The  Company  has  registered  its  "RENTRAK",  "PPT",  "Pay  Per  Transaction",
"Ontrak", "BudgetMaker",  "DataTrak", "Prize Find" , "Blowout Video", "Fastrak",
"GameTrak",   "RPM",   "Videolink+",   "Unless  You're  Rich  Enough   Already",
"Sportrak",  "Movies For The Hungry  Mind",  "VidAlert",  "Active  Home  Video",
"Movie  Wizard",  and "Gotta Have It Guarantee"  marks under  federal  trademark
laws. The Company has applied and obtained  registered status in several


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foreign countries for many of its trademarks.  The Company claims a copyright in
its RPM Software and considers it to be proprietary.

EMPLOYEES

As of March 31,  2002,  including  all  subsidiaries,  the Company  employed 284
active  employees.  The Company considers its relations with its employees to be
good.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

See  Note  12  of  the  Notes  to  the  Consolidated  Financial  Statements  for
information regarding the Company's business segments.

ITEM 2.     PROPERTIES

The Company  currently  maintains its  headquarter  offices in Portland,  Oregon
where it leases 48,807  square feet of office space.  The lease began on January
1, 1997 and expires on December 31, 2006.  The  Company's  subsidiary,  3PF.COM,
Inc.,  maintains  two  distribution  facilities in  Wilmington,  Ohio and one in
Columbus,  Ohio  where it leases  102,400,  121,600  and  388,264  square  feet,
respectively.  These distribution  facilities also include administrative office
space.  These  three  distribution  facility  leases  expire  on June 30,  2002,
December 31, 2010 and February 28, 2008,  respectively.  Management believes its
office space and  distribution  facility  space is adequate and suitable for its
current  operations.   However,  management  does  recognize  that  the  Company
currently has excess  distribution  facility  capacity which it is addressing by
attracting new clients and tenants.  Management does not anticipate a problem in
obtaining additional suitable space to meet its needs as necessary.


ITEM 3.     LEGAL PROCEEDINGS

On November  15, 2000,  3PF.COM,  Inc.,  a  subsidiary  of the Company,  filed a
proceeding with the American Arbitration  Association against Reel.com,  Inc., a
division of Hollywood Entertainment Corporation  ("Hollywood"),  for breach of a
servicing,  warehousing,  and distribution  agreement,  and against Hollywood in
connection  with its guarantee of the obligations of Reel.com,  Inc.,  under the
agreement.  3PF.COM,  Inc.,  sought damages in excess of $3.3 million,  together
with prejudgment  interest and attorney fees. On August 6, 2001, Hollywood filed
a proceeding with the American  Arbitration  Association against the Company for
the alleged breach of a settlement agreement among the Company,  Hollywood,  and
two individuals dated January 23, 2000, relating to the Company's  obligation to
provide Hollywood with documents and data with regard to Hollywood's  obligation
to indemnify  the Company  against  claims by a movie studio.  Hollywood  sought
damages in the amount of $2.0 million.  Both  proceedings  were settled in April
2002 by a confidential  settlement  agreement pursuant to which Hollywood agreed
to pay the Company $1.925 million.

On February 20, 2001, the Company filed a complaint against Ron Berger, Chairman
and Chief  Executive  Officer and a director of Rentrak until September 2000, in
the  Circuit  Court of the State of Oregon  for the  County  of  Multnomah  (No.
0102-01814),  seeking cancellation of shares of Rentrak common stock acquired by
Mr. Berger through an option loan program  offered to the Company's  officers in
June 2000 and damages for the conversion of an automobile and computer equipment
plus an  over-advance  payment of business  expenses less  setoffs.  On or about
March 29, 2001, Mr. Berger filed a counterclaim seeking damages of approximately


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$1.76  million plus attorney  fees from Rentrak for  conversion of Mr.  Berger's
director's  fees and  dividends  from Rentrak  Japan,  breach of an agreement to
compensate  Mr. Berger for  cancellation  of options to purchase  Rentrak stock,
failure to pay  accumulated  wages and  compensation,  breach of an agreement to
provide  options to purchase stock in Rentrak's  subsidiary  3PF.COM,  Inc., and
failure to provide  certain  insurance  benefits.  On June 15, 2001, the Company
filed an amended  complaint  alleging  tort claims  arising out of Mr.  Berger's
activities as an officer and director of the Company involving Video City, Inc.,
and seeking  damages of not less than $6.0 million.  Effective May 6, 2002,  the
parties resolved the litigation pursuant to a confidential  settlement agreement
pursuant to which the parties agreed to dismiss their respective lawsuits and to
seek nothing further from the other in litigation.

The  Company  may from  time to time  also be a party to legal  proceedings  and
claims  that arise in the  ordinary  course of its  business.  In the opinion of
management, the amount of any ultimate liability with respect to these potential
actions is not expected to materially  affect the financial  position or results
of  operations  of  the  Company  as a  whole.  The  Company  currently  has  no
outstanding litigation.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders of the Company through the
solicitation  of proxies or  otherwise  during the fourth  quarter of the fiscal
year covered by this report.

                                     PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
            STOCKHOLDER MATTERS

The Company's  common stock,  $.001 par value,  is traded on the Nasdaq National
Market,  where its prices are quoted under the symbol "RENT". As of May 31, 2002
there were approximately 314 holders of record of the Company's common stock. On
May 31, 2002, the closing sales price of the Company's common stock as quoted on
the Nasdaq National Market was $5.90.

EQUITY COMPENSATION PLAN INFORMATION

The information under the heading "Equity  Compensation Plan Information" in the
Company's Definitive Proxy Statement for its 2002 Annual Meeting of Shareholders
to be filed with the Securities and Exchange  Commission  pursuant to Regulation
14A under the  Securities  Exchange  Act of 1934,  as amended,  is  incorporated
herein by reference.



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The  following  table sets forth the  reported  high and low sales prices of the
Company's  common stock for the periods  indicated  as  regularly  quoted on the
Nasdaq National Market.


QUARTER ENDED               HIGH             LOW
---------------------      -------          -------

JUNE 30, 2000              $5.88             $3.12
---------------------      -------          -------

SEPTEMBER 30, 2000         $4.16             $3.00
---------------------      -------          -------

DECEMBER 31, 2000          $3.69             $1.50
---------------------      -------          -------

MARCH 31, 2001             $4.09             $2.03
---------------------      -------          -------

JUNE 30, 2001              $4.90             $2.99
---------------------      -------          -------

SEPTEMBER 30, 2001         $3.74             $2.86
---------------------      -------          -------

DECEMBER 31, 2001          $5.93             $3.00
---------------------      -------          -------

MARCH 31, 2002             $8.00             $5.50
---------------------      -------          -------

The Company issued a total of 45,000 shares of its common stock in March 2002 to
a  former  financial  advisor  pursuant  to a  cashless  exercise  and  in  full
satisfaction  of common stock  purchase  warrants  related to a total of 200,000
shares of common stock issued in connection with financial advisory engagement s
in 1997 and 1999. The Company relied on the exemption from registration provided
by Section  4(2) of the  Securities  Act of 1933 with respect to the issuance of
shares.

DIVIDENDS

Holders of the Company's common stock are entitled to receive  dividends if, as,
and when  declared  by the Board of  Directors  out of funds  legally  available
therefore, subject to the dividend and liquidation rights of any preferred stock
that may be issued.

No cash dividends have been paid or declared  during the last five fiscal years.
The present  policy of the Board of Directors  is to retain  earnings to provide
funds for operation and  expansion of the Company's  business.  The Company does
not intend to pay cash dividends in the foreseeable future.



                                       10
<PAGE>



<TABLE>
<CAPTION>
ITEM 6.    SELECTED FINANCIAL DATA
------------------------------------------------------------------------------------------------------------------------------------
                                                                           (In Thousands Except Per Share Amounts)
                                                                                     Year Ended March 31,
                                                          2002            2001             2000             1999             1998
                                                   ---------------------------------------------------------------------------------
Statement of Operations Data
   Net revenues:

<S>                                                       <C>               <C>              <C>              <C>           <C>
        Order processing fees                          $  16,648          $ 18,563         $ 23,086        $  22,420     $  25,313

        Transaction fees                                  44,114            55,752           61,487           72,835        78,671

        Sell-through fees                                  6,645             6,578            7,811           11,347         9,383

        Other (2)                                         35,207            36,974           22,788           19,043        11,060
                                                   ---------------------------------------------------------------------------------


   Total net revenues                                    102,614           117,887          115,172          125,645       124,427

   Cost of sales                                          76,812            93,600           91,706          103,943       100,974
                                                   ---------------------------------------------------------------------------------
   Gross profit
                                                          25,802            24,287           23,466           21,702        23,453


        Selling and administrative                        20,754            34,455           28,237           17,853        16,248
        expense

        Net (gain) loss on litigation                     (1,563)             (225)          (7,792)           1,099             -
        settlements

        Other income (expense) (2)                         7,895           (2,149)          (1,519)              597           652
                                                   ---------------------------------------------------------------------------------
        Income (loss) from continuing operations before
          discontinued operations and (provision) benefit
          for income taxes                                14,506          (12,092)            1,502            3,347         7,857

        Income tax (provision) benefit                    (5,512)           4,515              (451)          (1,304)       (3,199)
                                                   ---------------------------------------------------------------------------------
        Income (loss) from continuing operations before
             discontinued operations                       8,994           (7,577)            1,051            2,043         4,658
        Discontinued Operations: (1)

             Gain on disposal of subsidiaries                  -                -             2,374                -             -
                                                   ---------------------------------------------------------------------------------
   Net income (loss)                                    $  8,994      $    (7,577)      $     3,425       $    2,043       $ 4,658
                                                   ---------------------------------------------------------------------------------
   Earnings (loss) per share
   Diluted
         Continuing operations                          $   0.85       $    (0.63)       $     0.10       $     0.18       $  0.41

         Discontinued operations                                                               0.22
                                                   ---------------------------------------------------------------------------------
  Earnings (loss) per common share                      $   0.85       $    (0.63)       $     0.32       $     0.18       $  0.41
                                                   =================================================================================

  Common shares and common share equivalents

       used to compute diluted EPS                        10,613           11,985            10,759           11,066        11,445


                                                   ---------------------------------------------------------------------------------
                                                            2002            2001             2000             1999             1998
                                                   ---------------------------------------------------------------------------------
Balance Sheet Data
   Working Capital                                     $  11,636        $   3,643      $     9,871       $    4,586       $  1,062

   Total Assets                                           38,612           39,126           50,473           49,457         51,609

   Long-term Liabilities                                     496            1,175            1,677                -              -

   Stockholders' Equity                                   17,278           11,387           18,081           14,292         13,254
</TABLE>


(1)  See Note 13 of the Notes to the Consolidated Financial Statements.
(2)  See Note 1(b) of the Notes to the Consolidated Financial Statements.



                                       11
<PAGE>



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD LOOKING STATEMENTS

Certain  information  included  in the  Annual  Report on Form  10-K  (including
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations   regarding  revenue  growth,  gross  profit  margin  and  liquidity)
constitute  forward-looking  statements  that  involve  a number  of  risks  and
uncertainties.  Forward  looking  statements  may be  identified  by the  use of
forward-looking   words   such   as   "may",   "will",   "expects",   "intends",
"anticipates", "estimates", or "continues" or the negative thereof or variations
thereon or comparable  terminology.  The following factors are among the factors
that could cause actual results to differ  materially  from the  forward-looking
statements:  the  Company's  ability  to  continue  to  market  the  PPT  System
successfully,  the financial stability of the Participating  Retailers and their
performance  of their  obligations  under  the PPT  System,  non-renewal  of the
Company's line of credit,  business  conditions and growth in the video industry
and general economic  conditions,  both domestic and international;  competitive
factors, including increased competition,  expansion of revenue sharing programs
other  than  the PPT  System  by  Program  Suppliers,  new  technology,  and the
continued  availability of Cassettes from Program Suppliers.  This Annual Report
on Form 10-K further describes some of these factors.

RESULTS OF OPERATIONS

                               RENTRAK CORPORATION
                            STATEMENTS OF OPERATIONS
               For The Years Ended March 31, 2002, 2001, and 2000
<TABLE>
<CAPTION>

                                                                     2002                2001                   2000
                                                           -------------------------------------------------------------

<S>                                                              <C>                <C>                  <C>
REVENUES                                                         $ 102,614,147      $ 117,886,955        $  115,172,414
OPERATING COSTS AND EXPENSES

   Cost of sales                                                    76,812,474         93,600,177            91,706,290

   Selling, general, and administrative                             20,753,587         34,455,048            28,236,763

   Net gain from litigation settlements                            (1,563,153)          (225,000)           (7,791,880)
                                                           -------------------------------------------------------------

                                                                    96,002,908        127,830,225           112,151,173
                                                           -------------------------------------------------------------


INCOME (LOSS) FROM OPERATIONS                                        6,611,239        (9,943,270)             3,021,241

Other income (expense)                                               7,895,263        (2,148,673)           (1,519,378)
                                                           -------------------------------------------------------------

INCOME (LOSS) FROM CONTINUING OPERATIONS
   BEFORE INCOME TAX (PROVISION) BENEFIT
   AND GAIN FROM DISPOSAL OF DISCONTINUED

   OPERATIONS                                                       14,506,502       (12,091,943)             1,501,863

Income tax (provision) benefit                                     (5,512,471)          4,514,575             (450,559)
                                                           -------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS                                    8,994,031         (7,577,368)            1,051,304


Gain from disposal of discontinued operations

   including income tax benefit of $483,502                                  -                  -             2,373,502
                                                           -------------------------------------------------------------
NET INCOME (LOSS)                                                 $  8,994,031     $  (7,577,368)         $   3,424,806
                                                           =============================================================
</TABLE>

                                       12
<PAGE>


FISCAL 2002 COMPARED TO FISCAL 2001

PPT OPERATIONS AND OTHER CONTINUING SUBSIDIARIES

For the year ended March 31, 2002,  the  Company's  total  consolidated  revenue
decreased  $15.3  million to $102.6  million  from  $117.9  million in the prior
fiscal year. Total  consolidated  revenue includes the following PPT System fees
in the PPT business segment:  order processing fees generated when Cassettes and
DVD's  ("Units") are ordered by and distributed to Retailers;  transaction  fees
generated when Retailers  rent Units to consumers;  sell-through  fees generated
when  Retailers  sell Units to  consumers;  communication  fees when  Retailers'
point-of-sale systems are connected to the Company's information system; and buy
out fees  when  Retailers  purchase  Units  at the end of the  lease  term.  PPT
business  segment  revenues also include direct  revenue  sharing fees from data
tracking and reporting  services provided by the Company to Studios,  as well as
charges   for   internet   services   provided  by  the   Company's   subsidiary
formovies.Com,  Inc. In addition, total consolidated revenue includes charges to
customers of the Company's  subsidiary  3PF.COM,  Inc.  ("3PF"),  which provides
e-commerce order processing,  fulfillment and inventory management services, and
other  revenues  which  include  sales of Units  through  the  Company's  retail
subsidiary BlowOut Video, Inc., and both royalty payments from Rentrak Japan and
from the business restructuring with Rentrak Japan.

The decrease in total consolidated revenue in fiscal 2002 was primarily due to a
decrease in the PPT System  revenues in the PPT  business  segment as the result
of: (i) a decline in the number of total titles  released to the PPT System,  as
well as the number of theatrical titles released and the box office  performance
of those  titles;  and (ii) PPT "output  programs"  and other PPT programs  that
result in an increased total number of Units leased for a reduced amount of fees
per Unit. In addition,  PPT System revenue was also affected by the  willingness
of program  suppliers to engage in direct revenue sharing  arrangements with the
largest  retailer  chains.  These changes caused  decreases in the Company's PPT
System order processing-fee revenue as well as its transaction-fee  revenue. The
PPT business  segment  revenue  decline was  partially  offset by an increase in
direct revenue  sharing fees as the result of increased  business  activity from
these  Studio  agreements.  The  decrease  in  total  consolidated  revenue  was
additionally  due to:  (i)  decreased  revenue  from  3PF's  services  resulting
primarily from the loss of customers; and (ii) a decline in revenue from Blowout
Video,  Inc. due to reductions  in business  activity and the closure of four of
its retail stores during the fiscal year. These revenue decreases were partially
offset by the  royalty  revenue as the result of a business  restructuring  with
Rentrak Japan in fiscal 2002.

In fiscal 2002, PPT business segment  revenues were 73.7 million,  a decrease of
$12.0  million,  or 14 percent,  from $85.7  million in fiscal 2001.  During the
year, order processing-fee revenue decreased to $16.9 million from $19.4 million
in fiscal  2001,  a decrease of $2.5  million,  or 13  percent.  Transaction-fee
revenue totaled $44.1 million, a decrease of $11.6 million, or 21 percent,  from
$55.7 million the previous fiscal year. Sell-through revenue was $6.6 million in
fiscal  2002 as  compared  to $6.6  million in fiscal  2001.  Communication  fee
revenue was $1.3  million in fiscal  2002 as compared to $1.5  million in fiscal
2001, a decrease of $0.2 million, or 13 percent.

Also included in the PPT business segment are the following revenues: (i) direct
revenue  sharing fees  totaling $4.2 million in fiscal 2002, an increase of $2.3
million,  or 121 percent,  from the $1.9 million in fiscal 2001;  and (iii) $0.6
million in other royalty and other revenues


                                       13
<PAGE>

earned in fiscal 2002.

Royalty and other revenue from Rentrak Japan totaled $6.4 million  during fiscal
2002, as a result of the business  restructuring with Rentrak Japan, compared to
$1.1 million in Rentrak Japan royalty revenue in the previous fiscal year.

Cost of sales for the PPT  business  segment in fiscal 2002  decreased  to $56.8
million from $67.3  million the prior fiscal year, a decrease of $10.5  million,
or 16 percent. The change is primarily due to the factors that led to changes in
revenue as noted above. In fiscal 2002 the Company's PPT business  segment gross
profit margin, excluding the royalty revenue from Rentrak Japan, increased to 23
percent from 21 percent the previous year.

PPT business segment selling and  administrative  expenses were $11.6 million in
fiscal 2002  compared to $25.1  million in fiscal 2001.  This  decrease of $13.5
million,  or 53 percent,  was primarily  attributable to the following items all
reported in the quarter ended  September 30, 2000: (i) a $1.3 million  severance
payment to the Company's former chairman and chief executive officer;  (ii) $0.6
million in legal  costs and proxy  solicitation  costs  incurred  by the Company
related to the proxy contest at the 2000 annual shareholders meeting; (iii) $0.4
million in costs to reimburse  the dissident  shareholder  group for their legal
and other costs  associated  with the proxy contest;  (iv) $6.1 million of costs
associated with the reserve or write-off of investments related to the Company's
Retailer  Financing  Program;  (v) $1.0 million in write-offs of investments and
other assets  deemed by the Company to be  non-realizable;  (vi) $1.4 million in
write-offs  of accounts  receivable  based on the  Company's  assessment  of the
collectibility  of those accounts due to changes in the financial  condition and
payment ability of those customers and (vii) a $0.5 million loss realized on the
sale of stock received previously by the Company pursuant to the settlement of a
claim with a prior customer.  Additionally,  the Company's legal costs in fiscal
2002, related to the PPT business, decreased by an approximate $1.6 million from
the prior fiscal year.

The net  gain  from  the  litigation  settlement  with a prior  customer  of the
Company,  Hollywood  Entertainment,  was  $1,563,000 for fiscal 2002 compared to
$225,000 for fiscal 2001, an increase of approximately  $1.4 million.  While the
settlements in both fiscal years were related to the same prior  customer,  they
related to separate claims. The $1,563,000 of proceeds from the claim settled in
fiscal 2002 was received in May 2002 from Hollywood Entertainment and related to
a  breach  of a  fulfillment  contract  while  most  of the  proceeds  from  the
settlement  relating to the $225,000  recognized in fiscal 2001 were received in
fiscal 2000 when the claim was finalized; the $225,000 represents the receipt of
an insurance settlement in fiscal 2001 relating to this claim.

PPT other  income  (expense)  was an  expense  of $2.1  million  in fiscal  2001
compared  to income of $7.9  million  for  fiscal  2002,  an  increase  of $10.0
million.  This  increase is  primarily  due to: (i) a $0.1  million  decrease in
interest  income;  (ii) a $0.8 million  decrease in interest  expense due to the
payoff of the line of credit at the  beginning of fiscal 2002;  (iii) a decrease
in loss on the sale of  investment  securities,  a loss  realized on the sale of
stock received  previously by the Company  pursuant to the settlement of a claim
with a customer and the write-off of assets,  or write-down of various assets to
their net realizable value,  totaling $1.7 million in fiscal 2001 compared to $0
in fiscal 2002;  and (iv) a $8.0 million  recognition of other income related to
the business restructuring with Rentrak Japan in fiscal 2002.

                                       14
<PAGE>


As a result of the above,  for the fiscal year ended March 31, 2002, the Company
recorded pre-tax income of $19.9 million,  or 25 percent of total revenue,  from
its PPT business,  segment,  including royalty revenue and other income from the
Rentrak  Japan  business  restructuring,  compared  to a  pre-tax  loss  of $7.6
million, or 9 percent of total revenue, in the prior fiscal year.

The Cassette and DVD distribution business is a highly competitive industry that
is rapidly changing. The effect of these changes could have a material impact on
the Company's operations.  Item 1.  Business--Competition of this report further
describes certain of these factors.

Included in other consolidated  revenue are the results from other subsidiaries,
primarily the operations of 3PF.COM, Inc. ("3PF") and Blowout Video, Inc.

Total  revenues  from 3PF decreased to $17.5 million for fiscal 2002 compared to
$23.4 million for fiscal 2001, a decrease of $5.9 million,  or 25 percent.  This
decrease was primarily due to the loss of two key  customers,  one at the end of
fiscal 2001 and the other early in 2002,  whose  fiscal  2001  revenues  totaled
approximately  $9.7 million,  offset partially by significant fiscal 2002 growth
of 3PF's largest customer and modest revenues from the addition of new customers
in fiscal 2002. Cost of sales was $16.9 million, a decrease of $4.8 million from
the $21.7 million recorded in fiscal 2001. This decrease is primarily due to the
corresponding  decrease in revenue noted above,  offset by the on-going carrying
cost of the unoccupied  and  unutilized  distribution  facility  capacity.  As a
percentage  of total 3PF  revenue,  total  cost of sales was 97  percent  and 93
percent  for fiscal  2002 and 2001,  respectively.  Selling  and  administrative
expenses  decreased  to $4.5  million in fiscal 2002 from $5.5 million in fiscal
2001, a decrease of $1.0 million. As a percentage of total revenue,  selling and
administrative  expenses increased to 26 percent for fiscal 2002 from 24 percent
for the prior fiscal year. The $1.0 million decrease was primarily due to a $0.7
million  recovery  of an  amount  reserved  in fiscal  2001 for the  anticipated
non-collection of one of 3PF's trade accounts due the Company as the result of a
bankruptcy  filing  by the  customer.  This  decrease  was  also the  result  of
decreased compensation, advertising, travel and entertainment expenses and other
costs as the Company  adjusted  its  overhead  infrastructure  to better fit the
operating size of its business.  The Company expects to continually evaluate its
selling and administrative  expenses and appropriately align them in conjunction
with the overall size of business it is operating.

3PF other income (expense) was an expense of $250,000 in fiscal 2002 compared to
$0 in  fiscal  2001.  This  expense  was  due  to a  reserve  for  the  expected
non-realization of an investment previously made in a former customer.

As a result of the foregoing factors,  for the fiscal year ended March 31, 2002,
3PF recorded a pre-tax  loss of $4.1  million,  or 23 percent of total  revenue.
This compares with pre-tax loss of $3.8 million, or 16 percent of total revenue,
in fiscal 2001.

Total revenue from BlowOut Video, Inc.  decreased to $7.3 million in fiscal 2002
from $11.7  million in fiscal 2001, a decrease of $4.4  million,  or 38 percent,
primarily  due to the decline in overall  business  activity  and the closure of
four of its  stores  during  fiscal  2002.  Cost of sales  was $5.5  million,  a
decrease of $3.2 million from the $8.7  million  recorded in fiscal 2001.  Total
cost of sales as a percentage of total revenue was 75 percent and 74 percent for
fiscal 2002 and 2001,  respectively.  As a result, the gross margin decreased to
$1.8

                                       15
<PAGE>

million  in  fiscal  2002  from  $3.0  million  in  fiscal  2002.   Selling  and
administrative  expenses  decreased  to $3.1  million  in fiscal  2002 from $3.6
million  in  fiscal  2001,  a  decrease  of $0.5  million,  as  management  made
adjustments to better align the overhead  structure with the decline in business
activity and operating size. As a percentage of total revenue for BlowOut Video,
Inc.,  selling and  administrative  expenses  increased to 42 percent for fiscal
2002 from 31 percent for the prior fiscal year.

For the fiscal year ended March 31, 2002, BlowOut Video, Inc. recorded a pre-tax
loss of $1.3  million,  or 18 percent of total  revenue.  This  compares  with a
pre-tax loss of $0.7 million, or 6 percent of total revenue, in fiscal 2001.

As a result of the above,  for the fiscal year ended March 31, 2002, the Company
recorded  consolidated  pre-tax  income  from  continuing  operations  of  $14.5
million, or 14 percent of total consolidated revenue, compared to a consolidated
pre-tax loss from continuing operations of $12.1 million, or 10 percent of total
consolidated revenue, in the prior fiscal year.

The  consolidated  effective tax rate providing the tax provision for continuing
operations  for  fiscal  2002  was  38.0  percent,  compared  to a  consolidated
effective  tax rate of 37.3 percent  providing  the tax benefit for fiscal 2001.
The Company  expects to realize  the  remaining  tax benefit at March 31,  2002,
created in fiscal 2001 by net operating loss carryforwards, in future periods.

FISCAL 2001 COMPARED TO FISCAL 2000

CONTINUING OPERATIONS - PPT OPERATIONS AND OTHER CONTINUING SUBSIDIARIES

For the year ended March 31, 2001,  the  Company's  total  consolidated  revenue
increased $2.7 million to $117.9 million from $115.2 million in the prior fiscal
year. Total  consolidated  revenue includes the following PPT System fees in the
PPT business  segment:  order processing fees generated when Cassettes and DVD's
("Units")  are  ordered  by  and  distributed  to  Retailers;  transaction  fees
generated when Retailers  rent Units to consumers;  sell-through  fees generated
when  Retailers  sell Units to  consumers;  communication  fees when  Retailers'
point-of-sale  systems are connected to the Company's information system and buy
out fees  when  Retailers  purchase  Units  at the end of the  lease  term.  PPT
business  segment  revenues also include direct  revenue  sharing fees from data
tracking and reporting  services provided by the Company to Studios,  as well as
charges   for   internet   services   provided  by  the   Company's   subsidiary
formovies.Com,  Inc. In addition, total consolidated revenue includes charges to
customers of the Company's  subsidiary 3PF.COM,  Inc., which provides e-commerce
order  processing,  fulfillment  and inventory  management  services,  and other
revenues  which include sales of Units through the Company's  retail  subsidiary
BlowOut Video, Inc. and royalty payments from Rentrak Japan.

The increase in total  consolidated  revenue was primarily due to: (i) increased
revenue from services  provided by 3PF.COM,  Inc.; and partially  offset by (ii)
the number of total titles released to the PPT System,  as well as the number of
theatrical  titles released and the box office  performance of those titles.  In
addition,  PPT revenue was also  affected by a reduction  in the total number of
Cassettes  leased  under the PPT System,  due in part to Studios  offering  more
titles under various "copy depth"  programs,  intended to increase the number of
Units in  distribution  by lowering the cost of rental Units to Retailers,  than
they have in the past and to the  willingness of program  suppliers to engage in
direct revenue

                                       16
<PAGE>

sharing  arrangements  with the largest  retailer  chains.  These changes caused
decreases in order processing and transaction revenue.

In fiscal 2001, PPT business segment revenues were $85.7 million,  a decrease of
$10.7  million,  or 11 percent,  from $96.4  million in fiscal 2000.  During the
year, order processing-fee revenue decreased to $19.4 million from $23.4 million
in fiscal  2000,  a decrease of $4.0  million,  or 17  percent.  Transaction-fee
revenue totaled $55.7 million,  a decrease of $5.7 million,  or 9 percent,  from
$61.4 million the previous fiscal year. Sell-through revenue was $6.6 million in
fiscal  2001 as  compared  to $7.8  million in fiscal  2000,  a decrease of $1.2
million,  or 15 percent.  Communication  fee revenue was $1.5  million in fiscal
2001 as compared to $1.8  million in fiscal  2000, a decrease of $0.3 million or
17 percent.

Also included in the PPT business segment are the following revenues: (i) direct
revenue  sharing fees  totaling $1.9 million in fiscal 2001, an increase of $0.4
million,  or 27 percent,  from the $1.5  million in fiscal  2000;  and (ii) $0.6
million in other royalty and other  revenues  earned in fiscal 2001, an increase
of $0.1 million, or 20 percent from the $0.5 million in fiscal 2000.

Royalty  revenue from Rentrak Japan  totaled $1.1 million  during fiscal 2001, a
decrease of $0.7 million or 39 percent from $1.8 million the previous year.

Cost of sales for the PPT  business  segment in fiscal 2001  decreased  to $67.3
million  from $79.6  million the prior year,  a decrease of $12.3  million or 15
percent.  The  change is  primarily  due to the  factors  that led to changes in
revenue as noted above. In fiscal 2001, the Company's PPT business segment gross
profit margin increased to 21 percent from 17 percent the previous fiscal year.

PPT business segment selling and  administrative  expenses were $25.1 million in
fiscal 2001  compared to $22.5  million in fiscal  2000.  This  increase of $2.6
million,  or 12 percent,  was primarily  attributable to the following items all
reported in the quarter ended  September 30, 2000: (i) a $1.3 million  severance
payment to the Company's former chairman and chief executive officer;  (ii) $0.6
million in legal  costs and proxy  solicitation  costs  incurred  by the Company
related to the proxy contest at the 2000 annual  shareholders  meeting and (iii)
$0.4 million in costs to reimburse  the  dissident  shareholder  group for their
legal and other costs associated with the proxy contest. While the Company wrote
off or reserved  approximately  $8.5  million in assets  related to the Retailer
Financing Program,  investments and accounts receivable during the quarter ended
September  30,  2000,  it also  increased  reserves  and wrote off other  assets
totaling approximately $9.0 million during the fourth quarter of fiscal 2000.

The net  gain  from  the  litigation  settlement  with a prior  customer  of the
Company, Hollywood Entertainment,  was $225,000 for fiscal 2001 compared to $7.8
million for fiscal 2000, a decrease of approximately  $7.6 million.  Most of the
proceeds  from this  settlement  were received in fiscal 2000 when the claim was
finalized;  the $225,000  represents  the receipt of an insurance  settlement in
fiscal 2001 relating to this claim.

PPT other income  (expense)  increased from an expense of $1.4 million in fiscal
2000 to an expense of $2.1 million for fiscal 2001, an increase of $0.7 million.
This  increase is primarily due to: (i) a decrease in interest  income;  (ii) an
increase in interest  expense due to an  increased  use of the line of credit in
fiscal  2001;  (iii) an increase in loss on the sale of  investment  securities;
(iv) a $0.5 million loss  realized on the sale of stock  received

                                       17
<PAGE>

previously by the Company  pursuant to the settlement of a claim with a customer
and (v) the  write-off of assets or  write-down  of various  assets to their net
realizable value.

As a result of the above,  for the fiscal year ended March 31, 2001, the Company
recorded a pre-tax loss of $7.4 million, or 9 percent of total revenue, from its
PPT business segment,  including royalty revenue from Rentrak Japan, compared to
pre-tax  income of $2.9  million,  or 3 percent of total  revenue,  in the prior
fiscal year.

The Cassette and DVD distribution business is a highly competitive industry that
is rapidly changing. The effect of these changes could have a material impact on
the Company's operations.  Item 1.  Business--Competition of this report further
describes certain of these factors.

Included in total consolidated  revenue are the results from other subsidiaries,
primarily the operations of 3PF.COM, Inc. ("3PF") and Blowout Video, Inc.

Total  revenues  from 3PF increased to $23.4 million for fiscal 2001 compared to
$11.6  million for fiscal 2000,  an increase of $11.8  million,  or 102 percent.
This  increase was primarily  due to increased  volume from existing  customers.
Cost of sales was $21.7  million,  an increase of $11.6  million  over the $10.1
million  recorded in fiscal  2000.  This  increase is due to: (1) a $1.1 million
increase in occupancy  cost as 3PF expanded its  operations  into a new facility
late in fiscal  2000 to  provide  additional  operating  capacity  for  business
growth;  (2) a $4.5  million  increase in freight cost in  conjunction  with the
overall increase in business growth and revenue; and (3) a $4.3 million increase
in warehouse  labor cost in  conjunction  with the overall  increase in business
growth and revenue.  As a percentage  of total 3PF revenue,  total cost of sales
was 93 percent and 87 percent for fiscal  2001 and 2000,  respectively.  Selling
and  administrative  expenses increased to $5.5 million in fiscal 2001 from $2.6
million in fiscal 2000,  an increase of $2.9  million.  As a percentage of total
revenue,  selling and administrative expenses increased to 24 percent for fiscal
2001 from 22 percent for the prior year.  This $2.9 million  increase was due to
increased   compensation,   advertising,   travel  and  entertainment  expenses,
depreciation   and  other  costs  as  the  Company   invested  in  the  overhead
infrastructure  to support  growth in its  business.  Additionally,  the Company
recognized  $0.9  million  in bad debt  expense  during  fiscal  2001  primarily
relating to a customer that filed for  bankruptcy.  The Company  anticipates its
selling  and  administrative  expenses  to  moderate  or lessen in the future in
conjunction with the overall size of business it is operating.

As a result of the foregoing factors,  for the fiscal year ended March 31, 2001,
3PF recorded a pre-tax  loss of $3.8  million,  or 16 percent of total  revenue.
This compares with pre-tax loss of $1.1 million,  or 9 percent of total revenue,
in fiscal 2000.

Total revenue from BlowOut Video, Inc. increased to $11.7 million in fiscal 2001
from $9.5 million in fiscal 2000,  an increase of $2.2  million,  or 23 percent.
Cost of sales  was $8.7  million,  an  increase  of $2.7  million  over the $6.0
million  recorded in fiscal 2000.  Total cost of sales as a percentage  of total
revenue was 74 percent and 63 percent for fiscal 2001 and 2000, respectively. As
a result,  the gross  margin  decreased to $3.0 million in fiscal 2001 from $3.5
million in fiscal 2000.  Selling and  administrative  expenses increased to $3.6
million in fiscal  2001 from $3.0  million in fiscal  2000,  an increase of $0.6
million.  As a percentage of total revenue for BlowOut Video,  Inc., selling and
administrative  expenses decreased to 31 percent for fiscal 2001 from 32 percent
for the prior year.


                                       18
<PAGE>


For the fiscal year ended March 31, 2001, BlowOut Video, Inc. recorded a pre-tax
loss of $0.7 million, or 6 percent of total revenue.  This compares with pre-tax
income of $0.3 million, or 3 percent of total revenue, in fiscal 2000.

As a result of the above,  for the fiscal year ended March 31, 2001, the Company
recorded  a  consolidated  pre-tax  loss  from  continuing  operations  of $12.1
million, or 10 percent of total consolidated  revenue,  compared to consolidated
pre-tax income from continuing operations of $1.5 million, or 1 percent of total
consolidated  revenue, in the prior fiscal year. The consolidated  effective tax
rate  providing the tax benefit for  continuing  operations  for fiscal 2001 was
37.3  percent,  compared to a  consolidated  effective  tax rate of 30.0 percent
providing  the tax  provision  for  continuing  operations  for fiscal 2000 (see
Discontinued Operations below).

DISCONTINUED OPERATIONS

On November 26, 1996, the Company made a  distribution  to its  shareholders  of
1,457,343 shares of common stock of its then subsidiary  BlowOut  Entertainment,
Inc.  ("BlowOut").  BlowOut  is  not  related  to  the  Company's  wholly  owned
subsidiary  BlowOut  Video,  Inc. The  operations  of BlowOut were  reflected as
discontinued operations in the March 31, 1996 consolidated financial statements.
During the fiscal year ended March 31, 2000, the Company  recorded a gain on the
disposal of discontinued  operations of $1.9 million related to BlowOut,  as the
liability related to BlowOut contingencies was less than estimated.  The Company
also reduced the valuation  allowance that was recorded against the deferred tax
asset related to  liabilities  of  discontinued  operations.  This  reduction of
approximately $0.5 million in the valuation  allowance was recorded as an income
tax  benefit  from  discontinued  operations  in the  accompanying  consolidated
statement  of  operations.  There  was no  remaining  liability  related  to the
discontinued operations at March 31, 2002.

FINANCIAL CONDITION

At March 31, 2002,  total assets were $38.6 million,  a decrease of $0.5 million
from $39.1 million a year earlier. The Company had $12.0 million of cash on hand
at March 31, 2002,  including $1.0 million of restricted cash,  compared to $3.3
million at March 31, 2001,  an increase of $8.7  million  (see the  Consolidated
Statement of Cash Flows in the accompanying  Consolidated Financial Statements).
Net accounts  receivable  decreased $0.6 million from $11.9 million at March 31,
2001 to $11.3 million at March 31, 2002,  including a $1.0 million  reduction in
the allowance for doubtful accounts, primarily due to the recovery of a specific
reserve established in fiscal 2001 for the anticipated  non-collection of one of
3PF's trade accounts as the result of a bankruptcy filing by the customer.

Inventory  decreased  $1.0  million  from $3.5 million at March 31, 2001 to $2.5
million at March 31, 2002  primarily due to the  reduction of business  activity
and closure of four retail  stores at BlowOut  Video,  Inc.  during fiscal 2002.
Property  and  equipment  decreased  $0.5 million from $4.4 million at March 31,
2001 to $3.9 million at March 31, 2002,  primarily due to the  write-down of 3PF
equipment  value.  Total  deferred tax assets  decreased  $6.4 million from $9.7
million at March 31, 2001 to $3.3  million at March 31, 2002,  primarily  due to
the  utilization  of a tax  loss  carry  forward  created  from  the  loss  from
continuing  operations  during fiscal 2001. The Company believes it will realize
the  deferred  tax asset as of March

                                       19
<PAGE>

31, 2002 in future  periods.  Other  assets  decreased  $0.3  million  from $4.8
million at March 31, 2001 to $4.4 million at March 31, 2002. .

At March 31, 2002,  total  liabilities  were $21.3  million,  a decrease of $6.4
million from $27.7 million at March 31, 2001. The line of credit decreased to $0
at March 31,  2002 from $1.9  million at March 31, 2001 due to the payoff of the
line balance at the  beginning  of fiscal 2002  primarily  from working  capital
available  from  the  business   restructuring  with  Rentrak  Japan  and  trade
receivable  collections.  Accounts  payable  decreased  $0.4  million from $18.7
million  at  March  31,  2001 to  $18.3  million  at  March  31,  2002.  Accrued
liabilities  decreased  $2.7 million from $3.4 million at March 31, 2001 to $0.7
million at March 31, 2002  primarily  due to the change in estimate  for accrued
tax  liability   totaling  $1.5  million  and  the  elimination  of  liabilities
associated  with the business  restructuring  with Rentrak  Japan  totaling $0.6
million.  Total deferred revenue decreased  approximately $1.2 million from $1.6
million at March 31, 2001 to $0.4  million at March 31, 2002,  primarily  due to
the  forgiveness  of the remaining  unearned  prepaid  royalty  income credit by
Rentrak Japan in the business restructuring.

Accordingly,  at March 31,  2002,  stockholders'  equity was $17.3  million,  an
increase of $5.9  million  from $11.4  million at March 31,  2001.  Most of this
increase in stockholders' equity is attributable to: (i) the reduction in common
stock and  capital  in excess of par value as the  result of the  repurchase  of
stock from Rentrak  Japan in the business  restructuring  and the  repurchase of
additional  stock under the Company's  stock  repurchase  program;  and (ii) the
reduction in the accumulated  deficit due to the consolidated net income of $9.0
million for fiscal 2002, .

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2002,  the Company had cash and other liquid  investments  of $12.0
million,  including $1.0 million of restricted cash, compared to $3.3 million at
March  31,  2001.  At  March  31,  2002 the  Company's  current  ratio  (current
assets/current liabilities) was 1.56 compared to 1.14 a year earlier.

In May 2000 the Company obtained a line of credit with a lender in an amount not
to exceed the lesser of (a) $12  million or (b) the sum of 85% of the net amount
of  eligible  accounts  receivable.  Interest  under the credit line was payable
monthly at the  bank's  prime rate plus 1/4  percent  (5.0  percent at March 31,
2002). The line was secured by substantially  all of the Company's  assets.  The
terms of the credit agreement included financial  covenants  requiring:  (1) $15
million of tangible net worth to be maintained at all times;  (2) a consolidated
net profit to be achieved each fiscal year equal to or exceeding  $1.00; and (3)
$5 million of working capital to be maintained at all times.  The agreement also
restricted  the  amount of loans and  indebtedness  and  limits  the  payment of
dividends on the Company's stock, among other  requirements.  The Company was in
compliance with the three financial covenants as of March 31, 2002. At March 31,
2002, the Company had $0 of outstanding borrowings under this agreement.

In May 2002 the Company  obtained a replacement line of credit with a new lender
for the previous line of credit noted above,  which was terminated at that time.
The replacement line of credit is in the amount of $4.5 million.  Interest under
this credit line is variable based on the London Interbank Offering Rate (LIBOR)
plus 2 percent.  The line is secured by a first priority  blanket lien on all of
the  Company's  assets.  The terms of the  credit  agreement  include  financial
covenants  requiring:  (1)  a  minimum  current  ratio  of  1.10:1.0,   measured


                                       20
<PAGE>

quarterly;  (2) a consolidated quarterly and year-to-date net income equal to or
exceeding  $1.00; (3) a leverage ratio of 1.50:1.0,  measured  quarterly and (4)
$16 million of tangible net worth,  measured  quarterly.  The agreement  expires
July 1, 2003. The Company  anticipates  that it will be in compliance with these
covenants throughout the term of the agreement.

In 1992, the Company established a Retailer Loan Program whereby, on a selective
basis,  it  provided  financing  to  Participating  Retailers  that the  Company
believed  had  the  potential  for  substantial  growth  in  the  industry.  The
underlying  rationale  for this  program was the belief  that the Company  could
expand  its  business  and at the same  time  participate  in the  rapid  growth
experienced by the video retailers in which it invested. During fiscal 2001, the
Company  discontinued new financings under this program and provided reserves of
$6.6 million  representing the entire outstanding  balance of the program loans.
The  Company  continues  to  seek  enforcement  of  agreements  entered  into in
connection  with this  program  in  accordance  with  their  terms to the extent
practicable.

On March 22, 1999, BlowOut Entertainment,  Inc. ("BlowOut"), a former subsidiary
of the  Company,  filed a petition  under  Chapter 11 of the Federal  Bankruptcy
Code. In 1996,  the Company  agreed to guarantee any amounts  outstanding  under
BlowOut's credit facility.  As of March 31, 2002, the balance  remaining payable
under this obligation was paid in full.

The Company's sources of liquidity include its cash balance, cash generated from
operations and its available credit resources. Based on the Company's current
budget and projected cash needs, the Company believes these available sources of
liquidity will be sufficient to fund the Company's operations and capital
requirements for the fiscal year ending March 31, 2003.

CRITICAL ACCOUNTING POLICIES

The  Company  considers  as its most  critical  accounting  policies  those that
require the use of estimates and assumptions,  specifically, accounts receivable
reserves and studio  guarantee  reserves.  In  developing  these  estimates  and
assumptions, the Company takes into consideration historical experience, current
and expected  economic  conditions and other relevant data.  Please refer to the
Notes to the  Consolidated  Financial  Statements  for a full  discussion of the
Company's accounting policies.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Credit  limits are  established  through a process of  reviewing  the  financial
history and  stability of each  customer.  The Company  regularly  evaluates the
collectibility of accounts receivable by monitoring past due balances.  If it is
determined  that a customer may be unable to meet its financial  obligations,  a
specific  reserve is  established  based on the amount  the  Company  expects to
recover.  An additional  general  reserve is provided based on aging of accounts
receivable and the Company's historical collection experience.  If circumstances
change related to specific  customers,  overall aging of accounts  receivable or
collection experience,  the Company's estimate of the recoverability of accounts
receivable could materially change.

STUDIO RESERVES

The Company has entered into guarantee  contracts with certain program suppliers


                                       21
<PAGE>

providing  titles  for  distribution  under  the  PPT  system.  These  contracts
guarantee  the  suppliers  minimum  payments.   The  Company,  using  historical
experience  and year to date rental  experience  for each title,  estimates  the
projected revenue to be generated under each guarantee.  The Company establishes
reserves  for titles  that are  projected  to  experience  a shortage  under the
provisions of the guarantee.  The Company  continually reviews these factors and
makes  adjustments  to the reserves as needed.  Actual results could differ from
these  estimates  and  could  have a  material  effect  on the  recorded  studio
reserves.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has considered the provisions of Financial  Reporting Release No. 48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other Financial  Instruments and Derivative Commodity  Instruments." The Company
had no holdings of derivative  financial or commodity  instruments  at March 31,
2002. A review of the Company's other  financial  instruments and risk exposures
at that date revealed  that the Company had exposure to interest rate risk.  The
Company  utilized  sensitivity  analyses to assess the potential  effect of this
risk  and  concluded  that  near-term  changes  in  interest  rates  should  not
materially  adversely  affect  the  Company's  financial  position,  results  of
operations or cash flows.


                                       22
<PAGE>



ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               Index to Consolidated Financial Statements

        Item                                                               Page


        Independent Auditor's Report                                         24
        Report of Independent Public Accountants

        Report of Independent Public Accountants                             25

        Consolidated Balance Sheets as of March 31, 2002                     26
        and 2001

        Consolidated Statements of Operations for the Years                  27
        Ended March 31, 2002, 2001 and
        2000

        Consolidated Statements of Stockholders' Equity                      28
        for the Years Ended March 31, 2002,
        2001 and 2000

        Consolidated Statements of Cash Flows for the Years                  29
        Ended March 31, 2002, 2001 and 2000

        Notes to Consolidated Financial Statements                           30

        Financial Statement Schedules --                                     52
        Schedule II


        Schedules not included have been omitted because they are not applicable
        or the required information is shown in the financial statements or
        notes thereto.


                                       23
<PAGE>

                          INDEPENDENT AUDITOR'S LETTER

The Board of Directors
Rentrak Corporation:

         We have audited the accompanying  consolidated balance sheet of Rentrak
Corporation and subsidiaries as of March 31, 2002, and the related  consolidated
statements of operations,  stockholders'  equity and comprehensive  income,  and
cash flows for the year then ended. These consolidated  financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

         We conducted our audit in accordance with auditing standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present  fairly,  in all material  respects,  the financial  position of Rentrak
Corporation  and  subsidiaries  as of March 31,  2002,  and the results of their
operations  and their  cash  flows for the year then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

         Our audit was made for the  purpose  of forming an opinion on the basic
financial   statements  taken  as  a  whole.  The   supplementary   consolidated
information  for the year ended March 31, 2002  included in Schedule II required
by  the  Securities  and  Exchange  Commission  is  presented  for  purposes  of
additional  analysis  and  is  not  a  required  part  of  the  basic  financial
statements.  Such  information  has been  subjected to the  auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.

/s/ KPMG LLP
------------

Portland,  Oregon
May 24, 2002  (except as to the second  paragraph  of
Note 5, which is as of May 30, 2002)




                                       24
<PAGE>



Report of Independent Public Accountants

To Rentrak Corporation:

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Rentrak
Corporation (an Oregon  corporation)  and  subsidiaries as of March 31, 2001 and
2000,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash  flows for each of the three  years in the  period  ended  March
31,2001.  These consolidated  financial  statements and the schedule referred to
below are the responsibility of the Company's management.  Our responsibility is
to express an opinion on these  consolidated  financial  statements and schedule
based on our audits.


We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Rentrak  Corporation  and
subsidiaries  as of March 31, 2001 and 2000 and the results of their  operations
and their cash flows for each of the three  years in the period  ended March 31,
2001 in conformity with accounting  principles  generally accepted in the United
States.

Our audits were made for the  purpose of forming an opinion on the  consolidated
financial  statements  taken as a whole.  The  schedule  listed  in the index of
financial  statements is presented for purposes of complying with the Securities
and  Exchange  Commission's  rules  and is not  part of the  basic  consolidated
financial  statements.   This  schedule  has  been  subjected  to  the  auditing
procedures applied in the audits of the basic consolidated  financial statements
and, in our opinion,  fairly state in all material  respects the financial  data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.

Arthur Andersen LLP
Portland, Oregon
May 23, 2001



* This report is a copy of a previously  issued  Arthur  Andersen LLP report and
this report has not been reissued by Arthur Andersen LLP.



                                       25
<PAGE>
                      RENTRAK CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
                             March 31, 2002 and 2001

<TABLE>
<CAPTION>

                                     Assets                                                  2002                2001
                                                                                       ----------------   -----------------
Current assets:
<S>                                                                                 <C>                       <C>
    Cash and cash equivalents                                                       $    12,028,684           3,322,917
    Accounts receivable, net of allowance for doubtful accounts
       of $1,086,143 and $2,090,075                                                      11,328,794          11,854,642
    Advances to program suppliers                                                         1,101,514           1,328,165
    Inventory                                                                             2,515,778           3,514,354
    Income tax receivable                                                                    70,000             279,160
    Deferred tax asset                                                                    2,295,567           7,319,266
    Other current assets                                                                  3,134,665           2,589,090
                                                                                       ----------------   -----------------
               Total current assets                                                      32,475,002          30,207,594
                                                                                       ----------------   -----------------
Property and equipment, net                                                               3,907,631           4,439,773
Deferred tax asset                                                                        1,002,882           2,419,634
Other assets                                                                              1,226,812           2,059,247
                                                                                       ----------------   -----------------
               Total assets                                                         $    38,612,327          39,126,248
                                                                                       ================   =================
                       Liabilities and Stockholders' Equity
Current liabilities:
    Line of credit                                                                  $           --            1,917,705
    Accounts payable                                                                     18,339,610          18,699,289
    Accrued liabilities                                                                     749,279           3,418,043
    Accrued compensation                                                                  1,371,064           1,127,785
    Deferred revenue                                                                        379,106           1,245,643
    Net current liabilities of discontinued operations                                          --              156,046
                                                                                       ----------------   -----------------
               Total current liabilities                                                 20,839,059          26,564,511
                                                                                       ----------------   -----------------
Long-term liabilities:
    Deferred revenue                                                                            --              379,104
    Other                                                                                   495,586             795,875
                                                                                       ----------------   -----------------
               Total Liabilities                                                            495,586           1,174,979
                                                                                       ----------------   -----------------
Commitments and contingencies
Stockholders' equity:
    Preferred stock, $0.001 par value. Authorized 10,000,000 shares                             --                  --
    Common stock, $0.001 par value. Authorized 30,000,000 shares;
       issued and outstanding 9,866,283 shares in 2002 and
       12,235,621 shares in 2001                                                              9,866              12,236
    Capital in excess of par value                                                       41,730,216          52,471,599
    Notes receivable                                                                       (377,565)         (7,728,186)
    Cumulative other comprehensive income (loss)                                            180,453             (49,572)
    Accumulated deficit                                                                 (23,910,288)        (32,904,319)
    Deferred charge - warrants                                                             (355,000)           (415,000)
                                                                                       ----------------   -----------------
               Total stockholders' equity                                                17,277,682          11,386,758
                                                                                       ----------------   -----------------

               Total liabilities and stockholders' equity                           $    38,612,327          39,126,248
                                                                                       ================   =================
See accompanying notes to consolidated financial statements.
</TABLE>




                                       26
<PAGE>






                      RENTRAK CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Operations
                   Years ended March 31, 2002, 2001, and 2000

<TABLE>
<CAPTION>

                                                                    2002                  2001                  2000
                                                              ------------------    ------------------    ------------------
Revenues:
<S>                                                        <C>                          <C>                   <C>
     PPT                                                   $      72,843,847            84,261,793            95,182,063
     Other                                                        29,770,300            33,625,162            19,990,351
                                                              ------------------    ------------------    ------------------

                                                                 102,614,147           117,886,955           115,172,414
                                                              ------------------    ------------------    ------------------
Operating costs and expenses:
     Cost of sales                                                76,812,474            93,600,177            91,706,290
     Selling and administrative                                   20,753,587            34,455,048            28,236,763
     Net gain from litigation settlements (note 10)               (1,563,153)             (225,000)           (7,791,880)
                                                              ------------------    ------------------    ------------------

                                                                  96,002,908           127,830,225           112,151,173
                                                              ------------------    ------------------    ------------------

                 Income (loss) from operations                     6,611,239            (9,943,270)            3,021,241
                                                              ------------------    ------------------    ------------------
Other income (expense):
     Interest income                                                 195,628               307,240               743,464
     Interest expense                                                (17,598)             (768,599)             (669,373)
     Gain (loss) on investments                                          --             (1,687,314)           (1,207,483)
     Other                                                         7,717,233                   --               (385,986)
                                                              ------------------    ------------------    ------------------
                                                                   7,895,263            (2,148,673)           (1,519,378)
                                                              ------------------    ------------------    ------------------
                 Income from continuing operations
                    before income tax (benefit)
                    provision and gain from disposal
                    of discontinued operations                    14,506,502            (12,091,943)            1,501,863
Income tax benefit (provision)                                    (5,512,471)             4,514,575              (450,559)
                                                              ------------------    ------------------    ------------------
                 Net income (loss) from continuing
                    operations                                     8,994,031             (7,577,368)            1,051,304
Gain from disposal of discontinued operations
     including income tax benefit of $483,502                            --                    --               2,373,502
                                                              ------------------    ------------------    ------------------
                 Net income (loss)                         $       8,994,031             (7,577,368)            3,424,806
                                                              ==================    ==================    ==================
Earnings (loss) per common share:
     Basic:
        Continuing operations                              $            0.86                  (0.63)                 0.10
        Discontinued operations                                          --                     --                   0.23
                                                              ------------------    ------------------    ------------------
                 Net income (loss)                         $            0.86                  (0.63)                 0.33
                                                              ==================    ==================    ==================
     Diluted
        Continuing operations                              $            0.85                  (0.63)                 0.10
        Discontinued operations                                          --                     --                   0.22
                                                              ------------------    ------------------    ------------------
                 Net income (loss)                         $            0.85                  (0.63)                 0.32
                                                              ==================    ==================    ==================
See accompanying notes to consolidated financial statements.
</TABLE>







                                       27
<PAGE>
<TABLE>
<CAPTION>
                                                                 RENTRAK CORPORATION AND SUBSIDIARIES
                                                           Consolidated Statements of Stockholders' Equity
                                                              Years ended March 31, 2002, 2001, and 2000


                                                                  Common stock
                                                        --------------------------------------    Capital in
                                                             Number of                            excess of             Notes
                                                              shares              Amount          par value          Receivable
                                                        --------------------   --------------    --------------    ---------------
<S>                                                        <C>            <C>                 <C>
Balance at March 31, 1999                                     10,439,948     $     10,440        43,644,479              --
     Issuance of common stock under employee
        stock option plans                                        74,613               75           228,882              --
     Net income                                                      --               --                --               --
     Change in unrealized gain (loss) on investment
        securities, net of tax                                       --               --                --               --
                  Total comprehensive income
     Income tax benefit from stock option exercise                   --               --             27,699              --
     Issuance of warrants                                            --               --            544,139              --
     Amortization of warrants                                        --               --                --               --
                                                        --------------------   --------------  ----------------  ---------------
Balance at March 31, 2000                                     10,514,561           10,515        44,445,199              --
     Issuance of common stock under employee
        stock option plans                                     1,721,060            1,721         8,026,400              --
     Net income                                                      --               --                --               --
     Change in unrealized gain (loss) on investment
        securities, net of tax                                       --               --                --               --
                  Total comprehensive income
     Issuance of notes receivable                                    --               --                --           (7,728,186)
     Amortization of warrants                                        --               --                --               --
                                                        --------------------   --------------  ----------------  ---------------
Balance at March 31, 2001                                     12,235,621           12,236        52,471,599          (7,728,186)
     Repurchase of common stock                               (1,188,400)          (1,188)       (4,523,061)          --
     Issuance of common stock under employee
        stock option plans                                       227,812              227           732,511              --
     Issuance of common stock                                     87,000               87           136,473
     Repurchase of common stock for cancellation
        of notes receivable                                   (1,495,750)          (1,496)       (7,349,125)
     Net income                                                      --               --                --               --
     Change in unrealized gain (loss) on investment
        securities, net of tax                                       --               --                --               --
     Cumulative Translation Adjustments
                  Total comprehensive income
     Income tax benefit from stock option exercise                   --               --            261,819              --
     Cancellation of notes receivable                                --               --                --         7,350,621
     Amortization of warrants                                        --               --                --               --

                                                        --------------------   --------------  ----------------  ---------------
Balance at March 31, 2002                                      9,866,283     $      9,866        41,730,216            (377,565)
                                                        ====================   ==============  ================  ===============
</TABLE>

See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>

                                                        Cumulative
                                                          other                          Deferred
                                                       Comprehensive    Accumulated       charge                      Comprehensive
                                                          Income          deficit        warrants        Total        income (loss)
                                                       ------------   --------------   -------------    ----------    ------------
<S>                                                   <C>              <C>              <C>           <C>
Balance at March 31, 1999                               137,747          (28,751,757)     (749,005)     14,291,904
     Issuance of common stock under employee
        stock option plans                                  --                    --            --         228,957
     Net income                                             --             3,424,806            --       3,424,806      3,424,806
     Change in unrealized gain (loss) on investment
        securities, net of tax                         (402,431)                  --            --        (402,431)      (402,431)
                                                                                                                       ------------
                  Total comprehensive income                                                                          $ 3,022,375
                                                                                                                       ============
     Income tax benefit from stock option exercise          --                    --            --          27,699
     Issuance of warrants                                   --                    --      (544,139)             --
     Amortization of warrants                               --                    --       509,652         509,652
                                                       ------------  ----------------   --------------   ----------
Balance at March 31, 2000                              (264,684)         (25,326,951)     (783,492)      18,080,587
     Issuance of common stock under employee
        stock option plans                                  --                --               --         8,028,121
     Net income                                             --            (7,577,368)          --        (7,577,368)   (7,577,368)
     Change in unrealized gain (loss) on investment
        securities, net of tax                          215,112               --               --           215,112       215,112
                                                                                                                       ------------
                  Total comprehensive income                                                                          $(7,362,256)
                                                                                                                       ============
     Issuance of notes receivable                           --                --               --        (7,728,186)
     Amortization of warrants                               --                --           368,492          368,492
                                                       ------------  ----------------   --------------   ----------
Balance at March 31, 2001                               (49,572)         (32,904,319)     (415,000)      11,386,758
     Repurchase of common stock                             --                --               --        (4,524,249)
     Issuance of common stock under employee
        stock option plans                                  --                --               --           732,738
     Issuance of common stock                                                                               136,560
     Repurchase of common stock for cancellation
        of notes receivable                                                                              (7,350,621)
     Net income                                             --          8,994,031              --         8,994,031     8,994,031
     Change in unrealized gain (loss) on investment
        securities, net of tax                           49,572               --               --            49,572        49,572
     Cumulative Translation Adjustments                 180,453                                             180,453       180,453
                                                                                                                        -----------
                  Total comprehensive income                                                                           $9,224,056
                                                                                                                        ===========
     Income tax benefit from stock option exercise          --                --               --           261,819
     Cancellation of notes receivable                       --                --               --         7,350,621
     Amortization of warrants                               --                --            60,000           60,000

                                                       ------------  ----------------   --------------   ----------
Balance at March 31, 2002                               180,453      (23,910,288)         (355,000)      17,277,682
                                                       ============  ================   ==============   ==========
See accompanying notes to consolidated financial statements.
</TABLE>



                                       28
<PAGE>

                                        RENTRAK CORPORATION AND SUBSIDIARIES
                                        Consolidated Statements of Cash Flows
                                     Years ended March 31, 2002, 2001, and 2000

<TABLE>
<CAPTION>

                                                                     2002               2001               2000
                                                                ----------------   ----------------   ----------------
Cash flows from operating activities:
<S>                                                           <C>                       <C>              <C>
    Net income (loss)                                         $    8,994,031            (7,577,368)      3,424,806
    Adjustments to reconcile net income (loss) to net cash
       provided by (used in) operating activities:
         Gain on disposal of discontinued operations                     --                 --          (2,373,502)
         (Gain) loss on disposition of assets                     (7,802,747)           597,124          1,207,483
         Loss on write-down of property and equipment                425,000                --                 --
         Gain on litigation settlement                                   --                 --          (7,791,880)
         Depreciation and amortization                             1,438,449          1,266,515          1,780,966
         Write-off of intangibles                                        --                 --             421,675
         Amortization of warrants                                     60,000            368,492            509,652
         Provision (credit) for doubtful accounts                 (1,546,301)         7,758,211          6,341,032
         Retailer financing program reserves                             --           1,333,191           (373,394)
         Reserves on advances to program suppliers                 1,629,105            106,781            110,918
         Deferred income taxes                                     5,171,886         (4,646,420)          (900,272)
         Net proceeds from litigation settlement                         --                 --           1,847,505
         Change in specific accounts:
            Accounts receivable                                    2,072,149          4,184,677         (3,231,008)
            Advances to program suppliers                         (1,402,454)         1,547,820           (253,422)
            Inventory                                                998,576            162,449         (1,084,620)
            Income tax receivable                                    209,160           (109,860)         2,864,901
            Notes receivable and other current assets               (545,575)         2,106,259          1,227,099
            Accounts payable                                        (359,679)        (6,778,293)         7,233,746
            Accrued liabilities and compensation                    (925,485)           423,558            357,860
            Deferred revenue and other liabilities                (1,365,477)          (756,912)         3,077,119
            Net current liabilities of discontinued operations      (156,046)          (274,877)          (942,341)
                                                                ----------------   ----------------   ----------------
               Net cash provided by (used in)
                 operating activities                              6,894,592           (288,653)         13,454,323
                                                                ----------------   ----------------   ----------------
Cash flows from investing activities:
    Purchases of property and equipment                           (1,379,934)        (2,947,221)         (1,790,501)
    Investments in retailer financing program                            --                 --             (384,500)
    Proceeds from retailer financing program                             --                 --              228,539
    Purchases of investments                                             --                 --             (398,122)
    Proceeds from sale of investments                                    --           1,605,555             975,305
    Proceeds from sale of investment in Rentrak Japan              4,076,237                --                 --
    Reductions (additions) of other assets and intangibles           797,028           (792,672)             (6,693)
                                                                ----------------   ----------------   ----------------
               Net cash used in investing activities               3,493,331         (2,134,338)         (1,375,972)
                                                                ----------------   ----------------   ----------------
Cash flows from financing activities:
    Net borrowings (payments) on line of credit                   (1,917,705)         1,917,705          (7,925,000)
    Net borrowing (payments) on notes payable                            --            (500,000)         (2,500,000)
    Repurchase of common stock                                      (633,749)            --                 --
    Issuance of common stock                                         732,738            299,932             228,957
    Issuance of common stock to non-employees                        136,560                --                 --
                                                                ----------------   ----------------   ----------------
               Net cash provided by (used in)
                 financing activities                             (1,682,156)         1,717,637         (10,196,043)
                                                                ----------------   ----------------   ----------------
               Net increase (decrease) in cash
                 and cash equivalents                              8,705,767           (705,354)          1,882,308
Cash and cash equivalents at beginning of year                     3,322,917          4,028,271           2,145,963
                                                                ----------------   ----------------   ----------------
Cash and cash equivalents at end of year                      $   12,028,684          3,322,917           4,028,271
                                                                ================   ================   ================
See accompanying notes to consolidated financial statements.

</TABLE>


                                       29
<PAGE>



      (1)     Business of Companies, Summary of Significant Accounting Policies,
              and Other Items


       (a)        Introduction

              Rentrak  Corporation  (the  Company)  (an Oregon  corporation)  is
              principally engaged in the processing of information regarding the
              rental and sale of video  cassettes  and DVD's  ("Units")  and the
              distribution  of  prerecorded  Units  to  the  home  video  market
              throughout    the   United    States   and   Canada    using   its
              Pay-Per-Transaction (PPT) revenue sharing program.

              Under its PPT program,  the Company enters into contracts to lease
              Units from program  suppliers  (producers  of motion  pictures and
              licensees  and  distributors  of home video  cassettes and DVD's )
              which are then leased to retailers for a percentage of the rentals
              charged by the retailers.

              The  Company's  wholly  owned  subsidiary,  3PF.COM,  Inc.  (3PF),
              provides  e-fulfillment order processing and inventory  management
              services  to  e-tailers,  wholesalers,  and  businesses  requiring
              just-in-time fulfillment.

              The Company's  wholly owned subsidiary  BlowOut Video,  Inc. sells
              video  cassettes  and DVDs  through its three  retail video stores
              that operate under the name of BlowOut Video.

       (b)        Rentrak Japan

              In December 1989, the Company entered into a definitive  agreement
              with Culture  Convenience  Club Co., Ltd.  (CCC),  Rentrak's joint
              venture  partner in Rentrak  Japan,  to develop the  Company's PPT
              distribution  and  information   processing  business  in  certain
              markets throughout the world.

              On June 16,  1994,  the Company  and CCC  amended  the  agreement.
              Pursuant  to this  amendment,  the  Company  received a royalty of
              1.67%  for all sales of up to  $47,905,000,  plus  one-half  of 1%
              (0.5%) of sales greater than  $47,905,000  in each fiscal year. In
              addition,  the Company  received a one-time royalty of $2 million,
              of which $1 million  was paid in fiscal  1995 and $1  million  was
              paid in fiscal 1999.  The term of the  Agreement was extended from
              the year 2001 to the year 2039

              In December 1999, the Company  received a prepayment of $2,500,000
              in exchange for $4,000,000 of credit related to the annual royalty
              described  above.  This credit was being  recognized as revenue as
              royalties  were  earned  under  the  terms  of  the  contract.  As
              discussed  below in April  2001,  this  contract  was  effectively
              terminated  with  Rentrak  Japan  forfeiting  their  rights to the
              remaining $700,000 prepayment.

              Effective  April 2, 2001,  the Company  entered  into an agreement
              with Rentrak Japan amending the former  agreement.  As a result of
              the amended  agreement,  the  Company  granted  Rentrak  Japan PPT
              operating  rights in Japan, the  Philippines,  Singapore,  Taiwan,
              Hong Kong, the Republic of Korea, the Democratic People's Republic
              of Korea,  the People's  Republic of China,  Thailand,  Indonesia,
              Malaysia,  and Vietnam.  In addition,  the royalty  agreement  was
              terminated.   Finally,   all  intellectual   property  rights  and
              trademarks  of the PPT system  were agreed to be usable by Rentrak
              Japan.

              Consideration  for the above items  included a cash  payment  from
              Rentrak  Japan  to  the  Company  of   approximately   $5,700,000,
              forfeiture  by  Rentrak  Japan of any  right of return of



                                       30
<PAGE>

              the 1999 prepaid  royalty of $700,000,  and forgiveness by Rentrak
              Japan of  approximately  $600,000  of  liabilities  due to Rentrak
              Japan from the Company. Of these amounts,  $6,400,000 was recorded
              as revenue  consistent  with the  historical  treatment of royalty
              payments.  The  remaining  $600,000  was recorded as a gain and is
              included  in  other  income  in  the   accompanying   consolidated
              statement of operations.

              In April and October 2001, the Company sold all of its 5.6 percent
              interest  in  Rentrak  Japan.   In  conjunction   with  the  above
              agreements,  the  Company  and Rentrak  Japan  entered  into stock
              purchase commitments to purchase stock as described below.

              The Company sold 300,000 shares of Rentrak Japan stock to a sister
              company  of  Rentrak  Japan on April 2,  2001,  and its  remaining
              180,000  shares of Rentrak  Japan  stock on October 2, 2001 to the
              sister company.  Total proceeds from the stock sales  approximated
              $6,400,000.  The resulting gain of $6,400,000  related to the sale
              of this  stock is  included  in other  income in the  accompanying
              consolidated  statement  of  operations.  Finally,  Rentrak  Japan
              purchased  17,000 shares of 3PF common stock on April 27, 2001 for
              $1,000,000.

              In return,  Rentrak Japan sold  1,004,000  shares of the Company's
              common   stock   back  to  the   Company  on  April  2,  2001  for
              approximately $3,890,500.

              Based upon the results of the  transactions  noted above occurring
              in the year  ended  March 31,  2002,  the  Company  had no further
              obligations to, or ownership in, Rentrak Japan.



       (c)        Rentrak UK Limited

              In  February  1998,  the  Company   entered  into  a  Shareholders
              Agreement  and a PPT  License  Agreement  with  Columbus  Holdings
              Limited  and  Rentrak  UK  Limited  (Rentrak  UK) to  develop  the
              Company's PPT distribution and information  processing business in
              the United Kingdom through  Rentrak UK. The PPT Agreement  remains
              in force in perpetuity,  unless  terminated due to material breach
              of contract,  liquidation  of Rentrak UK, or  nondelivery,  by the
              Company  to  Rentrak  UK, of all  retailer  and  studio  software,
              including all updates.  Pursuant to the PPT Agreement,  during the
              term of the PPT  Agreement,  the Company will receive a royalty of
              1.67% of Rentrak  UK's gross  revenues  from any and all  sources.
              Rentrak currently owns 92% of Rentrak UK while Rentrak Japan holds
              8%.  During the  fiscal  2000  year,  Rentrak UK did not  generate
              income or positive  cash flow and, as a result,  the Company wrote
              down  assets of  $222,000  in that year that were not  expected to
              generate positive cash flow. During the year ended March 31, 2001,
              Rentrak UK  continued  to generate no income or cash flow.  During
              the year ended March 31, 2002, Rentrak UK improved its performance
              producing minimal income and cash flow.  Management of the Company
              has made  changes to decrease  the cost of  operations,  including
              space and staffing costs, and it is continuing to closely evaluate
              the financial performance of operations. Management is considering
              various  alternatives  including  selling or closing  down Rentrak
              UK's operations.

       (d)        Basis of Consolidation

              The consolidated  financial statements include the accounts of the
              Company,  its majority owned subsidiaries,  and those subsidiaries
              in which the Company has a controlling  interest after elimination
              of all  intercompany  accounts and  transactions.  Investments  in
              affiliated  companies  owned 20% to 50% are  accounted  for by the
              equity method.

                                       31
<PAGE>


       (e)        Management Estimates

              The  preparation  of  financial   statements  in  conformity  with
              accounting  principles  generally  accepted  in the United  States
              requires  management to make estimates and assumptions that affect
              the reported  amounts of assets and  liabilities and disclosure of
              contingent  assets and  liabilities  at the date of the  financial
              statements  and the  reported  amounts of  revenues  and  expenses
              during the  reporting  period.  Actual  results  could differ from
              those estimates.

       (f)        Revenue Recognition

              The  PPT  agreements   generally  provide  for  an  initial  order
              processing  fee  and  continuing   transaction  fees  based  on  a
              percentage of rental  revenues earned by the retailer upon renting
              the   Units   to   their   customers.   The   Company   recognizes
              order-processing fees as revenue when the Units are shipped to the
              retailers  and  recognizes  transaction  fees  when the  Units are
              rented to the consumers.  Initial order  processing fees cover the
              direct costs of accessing Units from program suppliers,  handling,
              packaging  and  shipping  of the Units to the  retailer.  Once the
              Units are  shipped,  the  Company  has no  further  obligation  to
              provide services to the retailer.

              Revenues derived from  fulfillment  activities are recognized when
              products are shipped and/or services are provided.

              During fiscal 2000, the Company  received a $2,500,000  prepayment
              from a customer in exchange for  $4,000,000 in credit related to a
              long-term agreement. This prepayment related to periods subsequent
              to March 31,  2000 and has  therefore  been  recorded  as deferred
              revenue on the accompanying  consolidated balance sheet.  Deferred
              revenue of $379,106 recorded March 31, 2002, will be recognized in
              future  periods  as  revenues  are  earned  under the terms of the
              contract.

              Stockholders  and  former  directors,  or  their  families,  owned
              interests  in  several  stores  participating  in the PPT  program
              through  fiscal 2000.  The Company  realized  revenues  from these
              stores of  approximately  $47,000  during fiscal 2000. No revenues
              were recognized from these parties in fiscal 2001 or 2002.

       (g)        Cash and Cash Equivalents

              The Company considers all highly liquid investments purchased with
              a  maturity  of three  months  or less at  acquisition  to be cash
              equivalents.  Included in cash and cash  equivalents is $1,000,000
              of restricted  cash used as security for the  Company's  operating
              cash  accounts  which is held in highly  liquid  investments.  The
              classification  of this cash is  determined  based on the expected
              term of the collateral  requirement of the operating cash account.
              This restriction was relieved subsequent to March 31, 2002 as part
              of the financing arrangement described in note 5.

       (h)        Investment Securities

              Statement of Financial  Accounting  Standards No. 115,  Accounting
              for Certain  Investments in Debt and Equity Securities (SFAS 115),
              requires  the  Company to classify  and  account for its  security
              investments as trading securities,  securities  available for sale
              or securities held to maturity  depending on the Company's  intent
              and ability to hold or trade the  securities  at time of purchase.
              Securities  available  for sale are stated on the balance sheet at
              their fair market value with an adjustment to stockholders' equity
              reflected in other



                                       32
<PAGE>

              comprehensive  income (loss) as change in net unrealized gains and
              losses,  net of tax.  Securities  held to  maturity  are stated at
              amortized cost.

              Detail  of the  proceeds  from  the  sales of  available  for sale
              securities  and  realized  gains  and  losses  on sales of  equity
              securities for the years ended March 31 are as follows:
<TABLE>
<CAPTION>
                                                                Proceeds             Gross gains           Gross losses
                                                           -------------------   --------------------   --------------------

<S>                                                    <C>                                <C>                   <C>
             2002                                       $           161,513                33,150                (14,970)
             2001                                                 1,605,555                 9,570               (606,694)
             2000                                                   975,305               554,971               (121,105)

</TABLE>

              When, in management's opinion,  available for sale securities have
              experienced  an other than  temporary  decline,  the amount of the
              decline in market value below cost is recorded in the statement of
              operations as a loss on investments.

              In fiscal 2000, management determined that certain investments had
              incurred  unrealized  losses  resulting  from other than temporary
              declines  in  market  value  below  the  cost of the  investments.
              Unrealized  losses  from other than  temporary  declines in market
              value of $1,245,157 were recorded in gain (loss) on investments in
              the March 31, 2000  consolidated  statement of  operations.  There
              were no unrealized  losses from other than  temporary  declines in
              market   value   recognized   in  the  March  31,  2002  and  2001
              consolidated statements of operations.

       (i)        Allowance for Doubtful Accounts

              Credit limits are  established  through a process of reviewing the
              financial  history and  stability  of each  customer.  The Company
              regularly  evaluates the collectibility of accounts  receivable by
              monitoring past due balances.  If it is determined that a customer
              may be  unable  to meet  its  financial  obligations,  a  specific
              reserve is established  based on the amount the Company expects to
              recover.  An additional general reserve is provided based on aging
              of accounts  receivable  and the Company's  historical  collection
              experience. If circumstances change related to specific customers,
              overall aging of accounts receivable or collection experience, the
              Company's  estimate of the  recoverability of accounts  receivable
              could materially change.

       (j)        Financial Instruments

              A  financial  instrument  is cash or a  contract  that  imposes or
              conveys a contractual  obligation or right, to deliver or receive,
              cash or another financial instrument.  The estimated fair value of
              all material  financial  instruments  approximated  their carrying
              values at March 31, 2002 and 2001.

       (k)        Inventory

              Inventory consists of  videocassettes,  digital videodiscs (DVDs),
              and other home entertainment products held for sale and is carried
              at the lower of cost (first-in, first-out method) or market value.

       (l)        Property and Equipment

              Depreciation   of  property  and  equipment  is  computed  on  the
              straight-line  method over estimated useful lives of three to five
              years.  Leasehold improvements are amortized over



                                       33
<PAGE>

              the lives of the  underlying  leases or the  service  lives of the
              improvements, whichever is shorter.

       (m)        Income Taxes

              The Company accounts for income taxes in accordance with Statement
              of Financial  Accounting  Standards No. 109, Accounting for Income
              Taxes (SFAS 109).  Under the  liability  method  specified by SFAS
              109,  deferred tax assets and liabilities are determined  based on
              the temporary  differences  between the financial  statement basis
              and tax basis of assets and liabilities as measured by the enacted
              tax rates for the  years in which  the  taxes are  expected  to be
              paid.

       (n)        Studio Reserves

              The Company has entered  into  guarantee  contracts  with  certain
              program suppliers  providing titles for distribution under the PPT
              system.  These contracts guarantee the suppliers minimum payments.
              The Company,  using historical  experience and year to date rental
              experience for each title,  estimates the projected  revenue to be
              generated under each guarantee.  The Company establishes  reserves
              for titles that are projected to  experience a shortage  under the
              provisions of the guarantee. The Company continually reviews these
              factors and makes adjustments to the reserves as needed.

       (o)        Foreign Currency Translation

              Adjustments from translating foreign functional currency financial
              statements into U.S.  dollars are included in the Foreign Currency
              Translation   Adjustment   in  the   consolidated   statement   of
              stockholders' equity. Transaction gains and losses that arise from
              exchange  rate  fluctuations  on  transactions  denominated  in  a
              currency  other than the local currency are included in results of
              operations.

       (p)        Earnings Per Share

              Basic earnings per common share is computed by dividing net income
              by  the  weighted   average  number  of  shares  of  common  stock
              outstanding  during the period.  Diluted earnings per common share
              is computed on the basis of the weighted  average shares of common
              stock  outstanding  plus common  equivalent  shares  arising  from
              dilutive stock options.

              The weighted  average  number of shares of common stock and common
              stock  equivalents and net income (loss) used to compute basic and
              diluted  earnings  (loss) per share for the years  ended  March 31
              were calculated as follows:



                                       34
<PAGE>

<TABLE>
<CAPTION>

                                                  2002                          2001                         2000
                                       ---------------------------   ---------------------------  ---------------------------
                                          Basic         Diluted         Basic        Diluted         Basic         Diluted
                                       -------------  ------------   ------------  -------------  ------------   ------------
<S>                                     <C>            <C>            <C>           <C>            <C>            <C>
             Weighted average
                 number of shares
                 of common stock
                 outstanding            10,415,314     10,415,314     11,985,023    11,985,023     10,477,334     10,477,334
             Dilutive effect of
                 stock options                  --        197,459             --            --             --        281,787
                                       -------------  ------------   ------------  -------------  ------------   ------------

                 Weighted average
                   number of
                   shares of
                   common stock
                   outstanding and
                   common stock
                   equivalents          10,415,314     10,612,773     11,985,023    11,985,023     10,477,334     10,759 ,121
                                       =============  ============   ============  =============  ============   ============

             Net income (loss):
                 Continuing
                   operations       $    8,994,031      8,994,031     (7,577,368)   (7,577,368)     1,051,304      1,051,304
                 Discontinued
                   operations                   --             --             --            --      2,373,502      2,373,502
                                       -------------  ------------   ------------  -------------  ------------   ------------

                     Net income
                       (loss)       $    8,994,031      8,994,031     (7,577,368)   (7,577,368)     3,424,806      3,424,806
                                       =============  ============   ============  =============  ============   ============


             Earnings (loss) per
                 share:
                 Continuing
                   operations       $         0.86           0.85          (0.63)        (0.63)          0.10           0.10
                 Discontinued
                   operations                   --             --             --            --           0.23           0.22
                                       -------------  ------------   ------------  -------------  ------------   ------------

                     Earnings
                       (loss) per
                       common share $         0.86           0.85          (0.63)        (0.63)          0.33           0.32
                                       =============  ============   ============  =============  ============   ============

</TABLE>

              Options  and  warrants  to purchase  approximately  2,300,000  and
              4,400,000  shares of common  stock  were  outstanding  during  the
              fiscal years ended March 31, 2002 and 2000, respectively, but were
              not  included  in the  computation  of  diluted  EPS  because  the
              exercise  price of the options and warrants  were greater than the
              average market price of the common shares. Options and warrants to
              purchase  3,200,000 shares for the year ended March 31, 2001, were
              outstanding  but were not included in the  computation  of diluted
              EPS because their effect would be  antidilutive  due to a loss for
              the period.

       (q)        Advertising Expense

              Advertising  expense, net of advertising  reimbursements,  totaled
              approximately $216,683, $627,662 and $952,000 for the fiscal years
              ended March 31, 2002, 2001, and 2000, respectively.




                                       35
<PAGE>





       (r)        Statements of Cash Flows

              The Company had the following non-cash transactions for the fiscal
              years ended March 31:
<TABLE>
<CAPTION>
                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------

<S>                                                     <C>                               <C>                    <C>
             Cash paid (received) for:
                 Interest                               $            27,329               253,211                656,723
                 Income taxes, net of refunds                       125,380               111,701             (1,645,085)

             Noncash financing and investing activities:
                   Reclassification of accounts
                     receivable to other assets and
                     other investments                                   --                    --              1,023,794
                   Issuance of warrants                                  --                    --               (544,139)
                   Tax benefit from stock option
                     exercises                                     (261,819)                   --                (27,699)
                   Receipt of note receivable in
                     litigation settlement (note 10)                     --                    --              4,000,000
                   Receipt of common stock in
                     litigation settlement (note 10)                     --                    --              1,944,375
                   Change in unrealized gain (loss)
                     on investment securities, net of
                     tax                                             49,572               215,112               (402,431)
                   Receipt (forgiveness) of note
                     receivable in exchange for stock            (7,350,621)            7,728,186                     --
                   Exchange of investment in Rentrak
                     Japan for Rentrak common stock               3,890,500
</TABLE>


       (s)        Comprehensive Income

              In June 1997,  the  Financial  Accounting  Standards  Board (FASB)
              issued  Statement  of  Financial  Accounting  Standards  No.  130,
              Reporting   Comprehensive   Income  (SFAS  130).   The   statement
              establishes presentation and disclosure requirements for reporting
              comprehensive  income.  Comprehensive  income includes  charges or
              credits  to equity  that are not the result of  transactions  with
              shareholders.  Components  of the Company's  comprehensive  income
              (loss) which  consist of the change in  unrealized  gain (loss) on
              investment  securities  (net of tax), net of the  reclassification
              adjustment for gains (losses)  included in net income (loss),  and
              foreign  currency  translation  adjustments  as of March 31 are as
              follows:



                                       36
<PAGE>



<TABLE>
<CAPTION>
                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------

<S>                                                     <C>                              <C>                   <C>
             Foreign currency translation adjustments   $           180,453                    --                     --
             Unrealized gains (losses) on securities:
                       Holding gains (losses) arising
                     during the period, net of tax                   60,844               (12,470)              (534,988)
                   Less reclassification adjustment
                     for gains (losses) included in
                     net income, net of tax                          11,272              (227,582)              (132,557)
                                                           -------------------   --------------------   --------------------

                           Change in unrealized gain
                             (loss) on investment
                             securities, net of tax                  49,572               215,112               (402,431)
                                                           -------------------   --------------------   --------------------

             Other Comprehensive Income (Loss)          $           230,025               215,112               (402,431)
                                                           ===================   ====================   ====================
</TABLE>


       (t)        Impairment of Long-Lived Assets

              Long-lived  assets,  such as property,  plant and  equipment,  and
              purchased  intangibles  subject to amortization,  are reviewed for
              impairment  whenever events or changes in  circumstances  indicate
              that  the  carrying  amount  of an asset  may not be  recoverable.
              Recoverability  of  assets  to be held and used is  measured  by a
              comparison  of  the  carrying  amount  of an  asset  to  estimated
              undiscounted  future cash flows  expected to be  generated  by the
              asset.  If the carrying  amount of an asset  exceeds its estimated
              future cash  flows,  an  impairment  charge is  recognized  by the
              amount by which the carrying  amount of the asset exceeds the fair
              value of the asset.  Assets to be disposed of are  reported at the
              lower of the carrying amount or fair value less costs to sell, and
              depreciation ceases.

       (u)        New Accounting Standards

              In June 2001,  the  Financial  Accounting  Standards  Board (FASB)
              issued SFAS 141, "Business  Combinations," effective July 1, 2001,
              and SFAS 141 requires use of the purchase method of accounting for
              acquisitions.  To  date,  the  adoption  of SFAS 141 has not had a
              material impact on the Company's financial condition or results of
              operations.

              In June  2001,  the FASB  issued  SFAS  142,  "Goodwill  and Other
              Intangible  Assets,"  effective  for the Company on April 1, 2002.
              SFAS 142 specifies that goodwill and some  intangible  assets will
              no longer be  amortized  but  instead  will be subject to periodic
              impairment testing.  The Company expects that adoption of SFAS 142
              will  not  have  a  material  impact  on the  Company's  financial
              condition or results of operations.

              In June 2001,  the FASB  issued  SFAS 143,  "Accounting  for Asset
              Retirement  Obligations,"  which will be effective for the Company
              on April 1, 2002. SFAS 143 addresses the financial  accounting and
              reporting  for  obligations  associated  with  the  retirement  of
              tangible  long-lived  assets and the associated  asset  retirement
              costs. The Company expects that



                                       37
<PAGE>

              adoption  of SFAS  143  will not  have a  material  impact  on the
              Company's financial condition or results of operations.

              In August  2001,  the FASB  issued SFAS 144,  "Accounting  for the
              Impairment or Disposal of  Long-Lived  Assets,"  which  supersedes
              SFAS 121,  "Accounting for the Impairment of Long-Lived Assets and
              for  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
              Of."  SFAS  144  also  supersedes  the  accounting  and  reporting
              provisions  of APB No. 30,  Reporting the Effects of Disposal of a
              Segment  of  a  Business,  for  the  disposal  of a  segment  of a
              business. The effective date for implementation of SFAS 144 is for
              fiscal years  beginning  after December 15, 2001;  however,  early
              adoption is  permitted.  SFAS 144 retains many of the  fundamental
              provisions  of  SFAS  121,  but  resolves  certain  implementation
              issues. The Company expects that the adoption of SFAS 144 will not
              have a material  impact on the  Company's  financial  condition or
              results of operations.

              In April  2002,  the FASB  issued  SFAS 145,  "Rescission  of FASB
              Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13,
              and Technical  Corrections," effective for the Company on April 1,
              2003. SFAS 145 rescinds SFAS 4,  "Reporting  Gains and Losses from
              Extinguishment of Debt", and an amendment of that Statement,  SFAS
              64,   "Extinguishments  of  Debt  Made  to  Satisfy   Sinking-Fund
              Requirements."  SFAS 145 also  rescinds SFAS 44,  "Accounting  for
              Intangible  Assets of Motor  Carriers."  SFAS 145 amends  SFAS 13,
              "Accounting for Leases," to eliminate an inconsistency between the
              required  accounting  for  sale-leaseback   transactions  and  the
              required  accounting  for certain  lease  modifications  that have
              economic effects that are similar to sale-leaseback  transactions.
              SFAS 145 also amends other existing  authoritative  pronouncements
              to  make  various  technical  corrections,  clarify  meanings,  or
              describe their applicability under changed conditions. The Company
              expects  that the  adoption  of SFAS 145 will not have a  material
              impact  on  the  Company's   financial  condition  or  results  of
              operations.

       (v)        Reclassifications

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

(2)      Investment Securities

              The  carrying   value  and  estimated  fair  value  of  marketable
              securities at March 31 were as follows:

<TABLE>
<CAPTION>
                                            Carrying value         Unrealized           Unrealized           Fair value
                                                                   gross gain           gross loss
                                           -----------------    -----------------    -----------------    ------------------
 <S>                                        <C>                       <C>             <C>                   <C>
      2002:
          Available for sale -
            noncurrent:
              Corporate securities      $               --                   --                   --                   --

      2001:
          Available for sale -
            noncurrent:
              Corporate securities                 143,333                   13              (79,969)              63,353

</TABLE>

                                       38
<PAGE>

(3)      Property and Equipment

       Property and equipment, at cost, consists of:
<TABLE>
<CAPTION>
                                                                                                  March 31
                                                                                 -------------------------------------------
                                                                                        2002                   2001
                                                                                 --------------------   --------------------

<S>                                                                           <C>                              <C>
      Furniture and fixtures                                                  $         8,670,052              8,532,210
      Machinery and equipment                                                           2,183,128              1,875,159
      Leasehold improvements                                                            1,914,045              2,092,844
                                                                                 --------------------   --------------------

                                                                                       12,767,343             12,500,213

      Less accumulated depreciation                                                    (8,859,594)            (8,060,440)
                                                                                 --------------------   --------------------

                                                                              $         3,907,631              4,439,773
                                                                                 ====================   ====================

</TABLE>

       During  2001,  management  assessed  the  operations  of 3PF and made the
       decision to forgo the renewal of a lease of one of its three  warehouses.
       In  conjunction  with this  decision,  the  assets  associated  with this
       building  including  racking and storage  equipment  were written down to
       fair market value, as determined by a third party.  The total loss on the
       write-down of these assets approximated $425,000. This amount is included
       in cost of sales in the accompanying statement of operations.

(4)    Retailer Financing Program

       In 1992, the Company established a retailer financing program whereby, on
       a selective basis, it provided financing to Participating  Retailers that
       the  Company  believed  had  potential  for  substantial  growth  in  the
       industry. In connection with these financings, the Company typically made
       a loan and/or equity  investment in the Participating  Retailer.  In some
       cases,   the  Company  obtained  a  warrant  to  purchase  stock  in  the
       Participating  Retailer.  As part of such financings,  the  Participating
       Retailer  typically  agreed to cause all of its current and future retail
       locations to  participate  in the PPT System for a  designated  period of
       time (usually 5-20 years). These financings are speculative in nature and
       involve a high degree of risk and no assurance of a  satisfactory  return
       on investment can be given.

       During fiscal 2001, the Company  discontinued  new financings  under this
       retailer  financing  program.  Write-offs of assets  associated with this
       program during fiscal 2001 were $6,100,000,  including  $4,400,000 due to
       the  Company  from  Video  Update,  Inc.  The  Company  seeks to  enforce
       agreements  entered into in  connection  with this program in  accordance
       with their terms to the extent practicable.

       The loans are reviewed for  impairment in accordance  with FASB Statement
       of Financial  Accounting  Standards No. 114,  Accounting by Creditors for
       Impairment  of  a  Loan  (SFAS  114).  A  valuation  allowance  has  been
       established  for the amount by which the recorded  investment in the loan
       exceeds the measure of the impaired loan. As the financings are made, and
       periodically throughout the terms of the agreements, the Company assesses
       the recoverability of the amounts based on the financial position of each
       retailer.  The amounts the Company could ultimately  receive could differ
       materially in the near-term from the amounts assumed in establishing  the
       reserves.


                                       39
<PAGE>


       As of March  31,  2002  and  2001 the  Company  had  invested  or  loaned
       approximately  $6,600,000 under the program and had provided  reserves of
       approximately $6,600,000. These balances are included in other assets.

       The activity in the total reserves for the retailer  financing program is
       as follows for the fiscal years ended March 31:
<TABLE>
<CAPTION>
                                                                                        2002                   2001
                                                                                 --------------------   --------------------

<S>                                                                           <C>                              <C>
      Beginning balance                                                       $         6,598,514              5,684,183
          Additions to reserve                                                             50,000                925,216
      Write-offs                                                                               --                     --
      Recoveries                                                                          (72,760)               (10,885)
                                                                                 --------------------   --------------------

      Ending balance                                                          $         6,575,754              6,598,514
                                                                                 ====================   ====================
</TABLE>


(5)    Line of Credit

       In May 2000 the  Company  obtained  a line of credit  with a lender in an
       amount not to exceed the lesser of (a) $12  million or (b) the sum of 85%
       of the net amount of eligible  accounts  receivable.  Interest  under the
       line is payable  monthly at the bank's  prime rate plus 1/4 percent  (5.0
       percent at March 31, 2002). The line is secured by  substantially  all of
       the Company's assets. The terms of the credit agreement include financial
       covenants  requiring:  (1)  $15  million  of  tangible  net  worth  to be
       maintained  at all times;  (2) a  consolidated  net profit to be achieved
       each  fiscal  year  equal to or  exceeding  $1.00,  and (3) $5 million of
       working  capital  to be  maintained  at all  times.  The  agreement  also
       restricts the amount of loans and  indebtedness and limits the payment of
       dividends on the Company's stock,  among other  restrictions.  Based upon
       the financial  results reported as of March 31, 2002 and the twelve month
       period then ended, the Company was in compliance with the three financial
       covenants  at March 31,  2002.  At March 31,  2002,  the  Company  had no
       outstanding borrowings under this agreement.

       On May 26,  2002,  the  Company  cancelled  its line of credit  described
       above.  On May 30, 2002, the Company  entered into an agreement for a new
       secured  revolving  line of credit.  The line of credit carries a maximum
       limit of $4,500,000  and expires in May 2003.  The Company has the choice
       of either  the  bank's  prime  interest  rate or LIBOR  +2%.  The line is
       secured by substantially  all of the Company's  assets.  The terms of the
       credit agreement include financial covenants  requiring:  (1) $16 million
       of tangible net worth to be maintained at all times;  (2) a  consolidated
       net profit to be achieved each fiscal quarter  beginning with the quarter
       ending September 30, 2002 of a minimum of $1.00; (3) minimum year to date
       profit of $1.00 (excluding certain exempted expenses)  beginning with the
       quarter  ending  September  30,  2002;  and (4)  achievement  of specific
       current and leverage  financial ratios.  The Company  anticipates that it
       will be in compliance  with these  covenants  throughout  the term of the
       agreement.

(6)    Related Party Note Payable

       During  fiscal 2000,  the  Company's  subsidiary,  Blowout  Video Holding
       Company,  entered into a $3,000,000 line of credit with a former director
       of the  Company.  The line  was to  expire  in  August  2002 and  accrued
       interest at prime plus 1 1/2%. The line was secured by substantially  all
       the assets of BlowOut Video Holding Company. This agreement was cancelled
       by the Company in fiscal 2001.

                                       40
<PAGE>


(7)    Income Taxes

       The  provision  (benefit)  for income  taxes is as follows for the fiscal
       years ended March 31:
<TABLE>
<CAPTION>

                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------

      Current tax (benefit) provision:
<S>                                                     <C>                       <C>                    <C>
          Federal                                       $           309,585                    --                     --
          State                                                      31,000                    --                125,192
                                                           -------------------   --------------------   --------------------

                                                                    340,585                    --                125,192

      Deferred tax provision (benefit)                            5,171,886            (4,514,575)               325,367
                                                           -------------------   --------------------   --------------------

        Income tax provision (benefit)                  $         5,512,471            (4,514,575)               450,559
                                                           ===================   ====================   ====================

</TABLE>

       The  reported  provision  (benefit)  for  income  taxes  from  continuing
       operations  differs from the amount  computed by applying  the  statutory
       federal income tax rate of 34% to income before  provision  (benefit) for
       income taxes as follows for the fiscal years ended March 31:
<TABLE>
<CAPTION>
                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------

<S>                                                     <C>                            <C>                       <C>
      Provision (benefit) computed at statutory rates   $         4,932,211            (4,111,261)               510,633
      State taxes, net of federal benefit                           580,261              (468,098)                59,474
      Amortization of warrants                                       22,800               140,027                193,667
      Recognition of net operating loss carryforward                     --                    --               (131,507)
      Other                                                         (22,801)              (75,243)              (181,708)
                                                           -------------------   --------------------   --------------------

                                                        $         5,512,471            (4,514,575)               450,559
                                                           ===================   ====================   ====================


</TABLE>

                                       41
<PAGE>





       Deferred tax assets and (liabilities) from continuing operations are
       comprised of the following components at March 31, 2002 and 2001:
<TABLE>
<CAPTION>

                                                                                        2002                   2001
                                                                                 --------------------   --------------------
<S>                                                                           <C>                                <C>
      Deferred tax assets:
          Current:
            Allowance for doubtful accounts                                   $           222,643                449,138
            Program supplier reserves                                                     510,842                520,614
            Foreign tax credit                                                                 --                500,000
            Net operating loss carryforward                                               960,244              4,616,162
            Unrealized loss on investments                                                119,015                119,015
            Capital loss carry forward                                                         --                279,407
            Deferred revenue                                                              144,060                473,453
            Other                                                                         338,763                361,477
                                                                                 --------------------   --------------------

                    Total current deferred tax assets                                   2,295,567              7,319,266
                                                                                 --------------------   --------------------

          Noncurrent:
            Depreciation                                                                  204,996                445,631
            Retailer financing program reserve                                            663,040                671,689
            Foreign tax credit                                                                 --              1,000,000
            Deferred revenue                                                                   --                144,060
            Other                                                                         134,846                158,254
                                                                                 --------------------   --------------------

                    Total noncurrent deferred tax assets                                1,002,882              2,419,634
                                                                                 --------------------   --------------------

                    Total deferred tax assets                                 $         3,298,449              9,738,900
                                                                                 ====================   ====================

</TABLE>

       As of March 31, 2002,  the Company has  estimated NOL  carryforwards  for
       federal income tax return  purposes of  approximately  $2,500,000,  which
       expire in 2021.  Although  realization  of the deferred tax assets is not
       assured,  management believes it is more likely than not that the Company
       will ultimately realize all of its deferred tax assets.

(8)      Stockholders' Equity

       Stock Options and Warrants

       Effective  March 31,  1997,  the  Company  adopted  the 1997  Non-Officer
       Employee Stock Option Plan.  The aggregate  number of shares which may be
       issued upon exercise of options under the plan may not exceed 800,000. In
       August 1997, the Company adopted the 1997 Equity  Participation Plan. The
       aggregate  number of shares which may be issued upon  exercise of options
       under the plan shall not  exceed  2,075,000,  including  an  increase  of
       475,000 shares approved by the Board in May 2002,  subject to shareholder
       approval. The plans are administered by the Compensation Committee of the
       Board which  determines  the terms and conditions of options issued under
       the plans.  Options granted to date under the plans are exercisable  over
       one to five years and expire ten years  after date of grant.  As of March
       31,  2002,  the Company had 457,092 and 440,938  options  available to be
       granted under the 1997  Non-Officer  Employee  Stock Option Plan and 1997
       Equity Participation Plan, respectively.

                                       42
<PAGE>


       The Company has elected to account for its stock-based compensation plans
       in accordance with APB 25, under which no  compensation  expense has been
       recognized.  The Company has computed for pro forma  disclosure  purposes
       the value of all options  granted  during  fiscal years 2002,  2001,  and
       2000, using the Black-Scholes  option pricing model as prescribed by SFAS
       123 and the following assumptions:

<TABLE>
<CAPTION>
                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------

<S>                                                           <C>                  <C>                   <C>
      Risk-free interest rate                                 4.08- 5.47%           4.77 - 6.82%           5.37 - 6.91%
      Expected dividend yield                                       0%                    0%                     0%
      Expected lives                                          5 - 10 years          5 - 10 years           5 - 10 years
      Expected volatility                                        81.28%                78.21%                 72.20%

</TABLE>

       Adjustments  were  made  for  options  forfeited  prior to  vesting.  Had
       compensation  expense for these plans been  determined in accordance with
       SFAS 123, the Company's net income (loss) and earnings  (loss) per common
       share  reflected  on the  March 31,  2002,  2001,  and 2000  consolidated
       statements  of  operations  would have been the  following  unaudited pro
       forma amounts:
<TABLE>
<CAPTION>

                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------
<S>                                                     <C>                            <C>                     <C>
      Net income (loss):

          As reported                                   $         8,994,031            (7,577,368)             3,424,806
          Pro forma                                               8,432,485            (8,156,972)             2,293,758

      Basic earnings (loss) per share:
          As reported                                                 0.86                 (0.63)                  0.33
          Pro forma                                                   0.81                 (0.68)                  0.22

      Diluted earnings (loss) per share:
          As reported                                                 0.85                 (0.63)                  0.32
          Pro forma                                                   0.79                 (0.68)                  0.21

</TABLE>




                                       43
<PAGE>



       The table below summarizes the plans' activity:
<TABLE>
<CAPTION>

                                                                                            Options outstanding
                                                                                 -------------------------------------------
                                                                                  Number of shares       Weighted average
                                                                                                          exercise price
                                                                                 --------------------   --------------------


<S>                                                                                    <C>          <C>
      Balance at March 31, 1999                                                         3,446,106    $             4.73

      Granted:
          Option price = fair market value                                                607,837                  3.97
          Option price > fair market value                                                 15,000                  7.38
          Option price < fair market value                                                 12,500                  2.81
      Issued                                                                              (74,613)                 3.08
      Canceled                                                                           (147,128)                 5.75
                                                                                 --------------------   --------------------


      Balance at March 31, 2000                                                         3,859,702                  4.60

      Granted:
          Option price = fair market value                                                393,575                  3.80
          Option price > fair market value                                                  5,420                  4.61
      Issued                                                                           (1,721,060)                 4.67
      Canceled                                                                           (872,948)                 5.12
                                                                                 --------------------   --------------------


      Balance at March 31, 2001                                                         1,664,689                  4.07

      Granted:
          Option price = fair market value                                                400,500                  3.29
      Issued                                                                             (227,812)                 3.22
      Canceled                                                                           (211,918)                 4.84
                                                                                 --------------------   --------------------


      Balance at March 31, 2002                                                         1,625,459    $             3.97
                                                                                 ====================   ====================
</TABLE>


       Using the Black Scholes  methodology,  the total value of options granted
       during  fiscal years 2002,  2001,  and 2000 was  approximately  $965,000,
       $1,524,000, and $2,560,000,  respectively,  which would be amortized on a
       pro forma  basis over the  vesting  period of the  option.  The  weighted
       average  fair value of options  granted  during the years ended March 31,
       2002, 2001, and 2000 was $3.29, $3.82, and $4.03,  respectively.  Options
       to purchase 978,380, 1,026,899, and 2,494,190 shares of common stock were
       exercisable  at March  31,  2002,  2001,  and 2000,  respectively.  These
       exercisable options had weighted average exercise prices of $4.31, $4.39,
       and $4.70 at March 31, 2002, 2001, and 2000, respectively.



                                       44
<PAGE>



       The  following   table   summarizes   information   about  stock  options
       outstanding at March 31, 2002:
<TABLE>
<CAPTION>

                                              Options outstanding                               Options exercisable
                             -------------------------------------------------------    ------------------------------------
                                                      Weighted
                                                     average
                               Outstanding as        remaining           Weighted         Exercisable as       Weighted
            Range of           of March 31,         contractual          average          of March 31,           average
           exercise prices        2002                life           exercise price          2002           exercise price
           ----------------  ----------------    ----------------    ---------------    ----------------    ----------------

<S>    <C>                         <C>                   <C>     <C>                            <C>     <C>
       $   1.00 - 2.59              40,000                8.8     $          2.188               5,000   $             2.189
           2.60 - 6.49           1,575,459                6.0                3.979             963,380                 4.335
           6.50 - 9.50              10,000                7.3                9.500              10,000                 9.50
                             ----------------                                           ----------------

                                 1,625,459                                                     978,380
                             ================                                           ================

</TABLE>

       The  Company  issued  warrants  in 1995 and 1998 which were  valued by an
       outside valuation firm using standard warrant valuation models. The value
       of the warrants of $4,133,977  was recorded in the equity  section and is
       being  amortized  over the  associated  periods to be  benefited  by each
       warrant.  In fiscal 2002, 2001, and 2000,  expense  associated with these
       warrants was approximately $60,000, $368,000, and $510,000, respectively.
       As of March 31,  2002,  warrants to purchase  1,234,562  shares of common
       stock were outstanding related to the above issuances.

       In May 1995, the board of directors approved a shareholders'  rights plan
       designed to ensure that all of the  Company's  shareholders  receive fair
       and equal treatment in the event of certain  proposals to acquire control
       of the  Company.  Under the  rights  plan,  each  shareholder  received a
       dividend of one right for each share of the Company's  outstanding common
       stock,  entitling  the holders to purchase  one  additional  share of the
       Company's common stock. The rights become exercisable after any person or
       group acquires 15% or more of the Company's  outstanding common stock, or
       announces a tender offer which would  result in the offeror  becoming the
       beneficial  owners  of 15% or more of the  Company's  outstanding  stock.
       Prior to the time that a person or group acquires beneficial ownership of
       15% or more of the Company's  outstanding  stock, the board of directors,
       at their  discretion,  may  waive  this  provision  with  respect  to any
       transaction or may terminate the rights plan.

       EXECUTIVE LOAN PROGRAM

       In June  2000,  the board of  directors  approved  an offer to make loans
       available to those  officers of the Company who were under an  employment
       contract  for the purpose of  allowing  them to  exercise  their  vested,
       unexercised  "out of the money"  employee stock  options.  The purpose of
       this  program  was to enable  executives  to  exercise  certain  of their
       options  and  thereby  hold shares  resulting  from the  exercise of such
       options in advance of a possible  spin-off  or  split-up  of 3PF,  and to
       enhance  the  Company's  efforts to retain its key  employees.  The loans
       under this program bear  interest at the federal  funds rate in effect on
       the date of the loan and  interest  is payable  annually.  The  principal
       amount of the loan is due on the earliest to occur of: (1) one year prior
       to the  expiration  of the  term  of the  borrower's  current  employment
       agreement  with the Company,  (2) one year after the borrower  leaves the
       Company's  employment unless such departure follows a "change of control"
       (as defined in the loan agreements),  (3) five years from the date of the
       loan, or (4) one year from the date of the  borrower's  death.  The loans
       are secured by the stock purchased upon the exercise of the options.  The
       loans are without recourse (except as to the stock securing the loans) as
       to  principal and are with full  recourse


                                       45
<PAGE>


       against  the  borrower  as to  interest.  The offer to make  these  loans
       expired  September  30,  2000.  Prior  to  September  30,  2000,  several
       employees  accepted  this  offer and  obtained  loans  from the  Company.
       Because the loan proceeds were immediately used to pay the exercise price
       of the options to the Company,  there was no net outflow of cash from the
       Company in connection with these loans.

       During 2001, a former officer of the Company, who was loaned, on June 16,
       2000,  $6,629,386 to purchase  1,362,008 shares of stock upon exercise of
       his employee  stock options and,  during the quarter ended  September 30,
       2000,  was  loaned  $721,235  to  purchase  133,742  shares of stock upon
       exercise of his employee  stock options,  terminated his agreements  with
       the Company.  Accordingly,  the common stock and related notes receivable
       totaling $7,350,621 were reversed in a non-cash transaction.



(9)    COMMITMENTS

       Leases

       The Company leases certain facilities and equipment under operating
       leases expiring at various dates through 2009. Approximate rental
       payments over the term of the leases exceeding one year are as follows:

          Year ending March 31:
              2003                            $         3,341,280
              2004                                      3,241,871
              2005                                      3,274,738
              2006                                      3,109,122
              2007                                      2,915,415
              2008 and thereafter                       4,164,892
                                                 -------------------

                                              $        20,047,318
                                                 ===================


       The leases provide for payment of taxes,  insurance,  and  maintenance by
       the  Company.  The  Company  also  rents  vehicles  and  equipment  on  a
       short-term  basis.  Rent expense under operating leases was approximately
       $3,581,000,  $2,954,000,  and $2,335,000 for the fiscal years ended March
       31, 2002, 2001, and 2000, respectively.

       GUARANTEES AND ADVANCES

       The Company has entered into  several  guarantee  contracts  with program
       suppliers  providing  titles for  distribution  under the PPT system.  In
       general,  these contracts  guarantee the suppliers minimum  payments.  In
       some cases these  guarantees  are paid in advance.  Any advance  payments
       made by the  Company  that will be realized  within the current  year are
       included in  advances  to program  suppliers.  The  long-term  portion is
       included in other  assets.  Both the current  and  long-term  portion are
       amortized  to cost of sales as revenues  are  generated  from the related
       cassettes.

       The Company, using empirical data, estimates the projected revenue stream
       to be  generated  under  these  guarantee  arrangements  and  accrues for
       projected  payments or reduces the carrying amount of advances to program
       suppliers for any guarantee that it estimates will not be fully recovered
       through future  revenues.  As of March 31, 2002 and 2001, the Company has


                                       46
<PAGE>

       reserved  approximately  $2,200,000  and  $2,400,000,  respectively,  for
       potential payments under such guarantee arrangements.

       On March 22, 1999, BlowOut filed for Chapter 11 of the Federal Bankruptcy
       Code in the United States  Bankruptcy Court for the District of Delaware.
       At that same time BlowOut  filed a motion to sell  substantially  all the
       assets of BlowOut.  BlowOut is not related to the Company's  wholly owned
       subsidiary BlowOut Video, Inc. The sale, to a third party video retailer,
       was approved on May 10, 1999 and closed on May 17, 1999.  The Company was
       the  principal  creditor of BlowOut.  In 1996,  the Company had agreed to
       guarantee  up to $7  million  of  indebtedness  of  BlowOut  (Guarantee).
       Pursuant to the terms of the  Guarantee,  the Company agreed to guarantee
       any amounts  outstanding under BlowOut's credit facility.  As the sale of
       the  BlowOut  assets were not  sufficient  to cover the amounts due under
       this facility,  the Company,  pursuant to the guarantee,  has agreed to a
       payment plan to fulfill  BlowOut's  obligation under its credit facility.
       The  payments,  as made,  were  recorded as a reduction  of "net  current
       liabilities  of  discontinued  operations"  on the  accompanying  balance
       sheet.  As of March 31, 2002, all amounts  related to this obligation had
       been paid.

       OTHER

       In June 2000,  the  Company  entered  into an  agreement  with one of its
       customers to modify an existing  contract.  Under terms of the  agreement
       the  customer  made a payment to the Company in the amount of  $2,500,000
       and also increased its obligation to purchase PPT product.  Subsequent to
       the signing of the agreement,  the customer took the position that it was
       entitled to a refund of the payment,  as additional  agreements  were not
       finalized as  expected.  On March 31,  2001,  the Company  entered into a
       settlement   agreement  with  the  customer  whereby  $1,600,000  of  the
       $2,500,000 payment was determined to be consideration for modification of
       the aforementioned  existing  contract,  while the remaining $900,000 was
       held by the  Company  as  credit  to be  applied  to  future  receivables
       generated by the customer. The $900,000 credit is to be allocated towards
       future receivables at the rate of $75,000 per quarter, beginning with the
       quarter ended March 31, 2001.  The  long-term  portion of this credit has
       been included in other long-term  liabilities on the accompanying balance
       sheet.

(10)     CONTINGENCIES

       On  November  15,  2000,  3PF  filed  a  proceeding   with  the  American
       Arbitration  Association against Reel.com,  Inc., a division of Hollywood
       Entertainment  Corporation  ("Hollywood"),  for  breach  of a  servicing,
       warehousing,   and  distribution  agreement,  and  against  Hollywood  in
       connection with its guarantee of the obligations of Reel.com, Inc., under
       the agreement. 3PF sought damages in excess of $3,300,000,  together with
       prejudgment  interest and  attorney  fees.  On August 6, 2001,  Hollywood
       filed a proceeding with the American Arbitration  Association against the
       Company  for the  alleged  breach  of a  settlement  agreement  among the
       Company,  Hollywood, and two individuals dated January 23, 2000, relating
       to the Company's  obligation to provide Hollywood with documents and data
       with regard to  Hollywood's  obligation to indemnify the Company  against
       claims by a movie  studio.  Hollywood  sought  damages  in the  amount of
       $2,000,000.  On March 13,  2002,  an  arbitrator  awarded  damages to the
       Company of $1,600,000 related to the November 15, 2000 claim. This amount
       is  reflected  as  a  gain  and  is  included  in  other  income  in  the
       accompanying  consolidated  statement of operations.  In April 2002, in a
       confidential settlement agreement,  Hollywood agreed to pay an additional
       $325,000 to the Company to resolve all outstanding issues between the two
       parties.

       On February 20, 2001,  the Company filed a complaint  against Ron Berger,
       Chairman  and Chief  Executive  Officer and a director  of Rentrak  until
       September  2000,  in the  Circuit  Court of the

                                       47
<PAGE>

       State of Oregon for the County of  Multnomah  (No.  0102-01814),  seeking
       cancellation  of shares of Rentrak  common stock  acquired by Mr.  Berger
       through an option loan program offered to the Company's  officers in June
       2000  and  damages  for the  conversion  of an  automobile  and  computer
       equipment plus an over-advance payment of business expenses less setoffs.
       On or about March 29,  2001,  Mr.  Berger  filed a  counterclaim  seeking
       damages  of  approximately  $1.76  million  plus  attorney  fees from the
       Company for conversion of Mr. Berger's director's fees and dividends from
       Rentrak  Japan,  breach of an  agreement  to  compensate  Mr.  Berger for
       cancellation  of  options  to  purchase  Company  stock,  failure  to pay
       accumulated  wages and  compensation,  breach of an  agreement to provide
       options  to  purchase  stock  in 3PF,  and  failure  to  provide  certain
       insurance  benefits.  On June 15,  2001,  the  Company  filed an  amended
       complaint alleging tort claims arising out of Mr. Berger's  activities as
       an officer and director of the Company  involving  Video City,  Inc., and
       seeking damages of not less than  $6,000,000.  Effective May 6, 2002, the
       parties  resolved the litigation  pursuant to a  confidential  settlement
       agreement   pursuant  to  which  the  parties  agreed  to  dismiss  their
       respective  lawsuits  and to seek  nothing  further  from  the  other  in
       litigation.

       The Company is also a party to legal proceedings and claims that arise in
       the ordinary  course of its business.  In the opinion of management,  the
       amount of any ultimate  liability  with  respect to these  actions is not
       expected  to  materially  affect  the  financial  position  or results of
       operations of the Company.

(11)     EMPLOYEE BENEFIT PLANS

       On January 1, 1991, the Company established an employee benefit plan (the
       401(k) Plan) pursuant to Section 401(k) of the Internal  Revenue Code for
       certain qualified  employees.  Contributions  made to the 401(k) Plan are
       based on  percentages  of  employees'  salaries.  The total amount of the
       Company's  contribution  is at the  discretion of the board of directors.
       Contributions  under the 401(k)  Plan for the years  ended March 31, 2001
       and 2000 were  approximately  $82,000 and  $77,000,  respectively.  As of
       March 31, 2002, the board of directors had not made a decision  regarding
       contributions for the year ended March 31, 2002.

       The Company has an Employee Stock Purchase Plan (the Plan).  The board of
       directors has reserved  200,000 shares of the Company's  common stock for
       issuance  under the Plan, of which 143,773  shares remain  authorized and
       available  for  sale  to  employees.   All  employees   meeting   certain
       eligibility  criteria may be granted the  opportunity to purchase  common
       stock, under certain limitations, at 85% of market value. Payment is made
       through payroll deductions.

       Under the Plan,  employees  purchased 3,079 shares for aggregate proceeds
       of $11,005,  4,000 shares for  aggregate  proceeds of $13,561,  and 3,257
       shares for aggregate proceeds of $14,370, in fiscal 2002, 2001, and 2000,
       respectively.




                                       48
<PAGE>



(12)     BUSINESS SEGMENTS, SIGNIFICANT SUPPLIERS, AND MAJOR CUSTOMER

       In June 1997,  the  Financial  Accounting  Standards  Board (FASB) issued
       Statement of Financial  Accounting  Standards No. 131,  Disclosures about
       Segments of an Enterprise and Related  Information,  (SFAS 131). SFAS 131
       requires  the  Company  to report  certain  information  about  operating
       segments.  The Company  classifies its services in three  segments,  PPT,
       3PF.COM, and Other. Other services include operations of BlowOut Video, a
       video  retailer,  website  services,  and  amounts  received  pursuant to
       royalty agreements.

       BUSINESS SEGMENTS
<TABLE>
<CAPTION>

                                                                  2002                  2001                   2000
                                                           -------------------   --------------------   --------------------

      Net sales (1):
<S>                                                     <C>                            <C>                    <C>
          PPT                                           $        73,715,459            85,735,385             96,390,304
          3PF.COM (2)                                            17,521,877            23,389,443             11,648,725
          Other                                                  13,775,151            11,390,382              9,412,898
                                                           -------------------   --------------------   --------------------

                                                        $       105,012,487           120,515,210            117,451,927
                                                           ===================   ====================   ====================

      Income (loss) from operations:
          PPT                                           $         6,225,420            (6,694,623)             1,892,205
          3PF.COM (2)                                            (3,858,411)           (3,788,576)            (1,131,354)
          Other                                                   4,244,230               539,929              2,260,390
                                                           -------------------   --------------------   --------------------

                                                        $         6,611,239            (9,943,270)             3,021,241
                                                           ===================   ====================   ====================

      Identifiable assets (1):
          PPT                                           $        42,186,157            38,202,038             44,571,673
          3PF.COM                                                 5,831,188             8,425,876              2,703,360
          Other                                                   3,909,735             5,566,431              6,195,923
                                                           -------------------   --------------------   --------------------

                                                        $        51,927,080            52,194,345             53,470,956
                                                           ===================   ====================   ====================
</TABLE>


       (1)    Total  amounts  differ  from those  reported  on the  consolidated
              financial statements as intercompany  transactions and investments
              in subsidiaries are not eliminated for segment reporting purposes.

       (2)    3PF.COM's  revenues  related  to  the  shipment  of  cassettes  to
              Rentrak's PPT Customers was $2,200,000, $3,300,000, and $3,300,000
              for the years ended March 31, 2002, 2001, and 2000, respectively.

       The Company has one program supplier that supplied product that generated
       17%, a second that  generated  15%, and a third that generated 13% of the
       Company's revenues for the year ended March 31, 2002. The Company has one
       program  supplier that supplied product that generated 18%, a second that
       generated 15%, and a third that  generated 13% of the Company's  revenues
       for the year ended March 31, 2001.  The Company has one program  supplier
       that supplied  product that  generated  25%, a second that generated 19%,
       and a third that  generated  13% of the  Company's  revenues for the year
       ended March 31, 2000. There were no other program  suppliers who provided
       product  accounting  for more than 10% of sales for the years ended March
       31, 2002, 2001, and 2000.

                                       49
<PAGE>

       The Company currently receives a significant amount of product from three
       program  suppliers.  Although  management  does not  believe  that  these
       relationships will be terminated in the near term, a loss of one of these
       suppliers could have an adverse affect on operating results.

       No  customer  accounted  for more than 10% of the  Company's  revenue  in
       fiscal 2002, 2001, or 2000.

(13)   Discontinued Operations

       On November 26, 1996, the Company made a distribution to its shareholders
       of  1,457,343  shares of  common  stock  (the  BlowOut  Common  Stock) of
       BlowOut.  BlowOut is not related to the Company's wholly owned subsidiary
       BlowOut  Video,  Inc.  During the year ended March 31, 2000,  the Company
       recorded a gain on the disposal of discontinued  operations of $1,900,000
       related to BlowOut, as the liability related to BlowOut contingencies was
       less than  estimated.  The Company also reduced the  valuation  allowance
       that was recorded  against the deferred tax asset related to  liabilities
       of discontinued  operations.  This reduction of approximately $500,000 in
       the  valuation  allowance  was  recorded  as an income tax  benefit  from
       discontinued  operations in the  accompanying  consolidated  statement of
       operations.  There was no  remaining  liability  related to  discontinued
       operations at March 31, 2002.




                                       50
<PAGE>





 (14)                          RENTRAK CORPORATION
                            QUARTERLY FINANCIAL DATA
             FOR THE QUARTERS ENDED JUNE 30, 2000 TO MARCH 31, 2002
<TABLE>
<CAPTION>


                                                JUNE 30,             SEPTEMBER 30,            DECEMBER 31,             MARCH 31,
QUARTER ENDED:                                  2001 (1)                 2001                   2001 (2)               2002 (3)
                                          ------------------------------------------------------------------------------------------

<S>                                            <C>                    <C>                     <C>                     <C>
REVENUE                                        $28,973,887            $23,736,933             $26,432,286             $23,471,041

INCOME FROM OPERATIONS                          2,277,726               598,251                1,232,201               2,503,061

NET INCOME                                      4,694,913               433,785                2,238,688               1,626,645

EARNINGS PER SHARE:
BASIC                                             $0.42                  $0.04                   $0.23                   $0.17
DILUTED                                           $0.42                  $0.04                   $0.23                   $0.16

------------------------------------------------------------------------------------------------------------------------------------


                                                JUNE 30,             SEPTEMBER 30,            DECEMBER 31,             MARCH 31,
QUARTER ENDED:                                    2000                  2000 (4)                2000 (5)               2001 (6)
                                          ------------------------------------------------------------------------------------------

REVENUE                                        $29,479,624            $24,890,555             $32,784,629             $30,732,147

INCOME (LOSS) FROM OPERATIONS                    407,795             (15,248,758)               519,229                4,378,464

NET INCOME (LOSS)                                249,999              (9,568,993)               229,510                1,512,116

EARNINGS PER SHARE:
BASIC AND DILUTED                                 $0.02                 ($0.77)                  $0.02                   $0.12
</TABLE>

(1)      The June 30, 2001  quarter  included  results  from the  Rentrak  Japan
         restructuring  agreement.  The agreement resulted in the recognition of
         $6.4 million in royalty revenue and a $5.6 million gain in other income
         during the quarter.
(2)      The December 31, 2001 quarter included recovery of a specific allowance
         in the  amount  of $0.9  million,  established  in the  June  30,  2001
         quarter,  for doubtful  accounts related to a customer of the Company's
         subsidiary 3PF.Com, Inc. The quarter also included other income of $2.4
         million related to the Rentrak Japan restructuring.
(3)      The March 31, 2002 quarter included  recognition of a $1.6 million gain
         from a litigation settlement with a prior customer, as well as recovery
         in the amount of $0.7 million of a specific  allowance,  established in
         the  December 31, 2000  quarter,  for  doubtful  accounts  related to a
         customer of the Company's subsidiary 3PF.Com, Inc.
(4)      The September 30, 2000 quarter included  significant  charges primarily
         related to accounts  receivable  write-offs,  write-off of investments,
         costs associated with a proxy contest,  and a severance  payment to the
         Company's former chairman and chief executive officer.
(5)      The  December  31,  2000  quarter  included  a specific  allowance  for
         doubtful  accounts in the amount of $0.9 million  related to a customer
         of the Company's subsidiary 3PF.Com, Inc.
(6)      The March 31, 2001  quarter  included  recognition  of $1.6  million in
         revenue from a customer in exchange for  cancellation of certain of the
         Company's rights.


                                       51
<PAGE>



                               RENTRAK CORPORATION
                        Valuation and Qualifying Accounts
                                   Schedule II
<TABLE>
<CAPTION>

                                               Balance at                    Charged to                     Balance at
                                              Beginning of   Write Off and      Other         Recoveries      End of
 Year Ended:                                     Period        Expenses       Accounts       (Deductions)     Period
-------------------------------------------------------------------------------------------------------------------------

 Allowance for doubtful accounts

<S>                                             <C>             <C>                          <C>               <C>
     March 31, 2000                               $ 355,241       6,341,030      -             (5,859,326)       836,945
     March 31, 2001                                 836,945       7,758,211      -             (6,505,081)     2,090,075
     March 31, 2002                               2,090,075     (1,546,300)      -                 542,368     1,086,143

 Advances to program suppliers reserve
     March 31, 2000                             $ 1,165,160         110,918      -                -            1,276,078
     March 31, 2001                               1,276,078          93,959      -                -            1,370,037
     March 31, 2002                               1,370,037       -              -                (25,717)     1,344,320

 Other Current Assets-
 Retailer Financing Program reserve
                                                                                (500,000)
     March 31, 2000                               $ 994,935       -                      1        -              494,935

     March 31, 2001                                 494,935         343,500      -                -              838,435

     March 31, 2002                                 838,435       -              -                -              838,435

 Other Assets-
 Retailer Financing Program reserve
                                                                              (4,615,665)
     March 31, 2000                             $ 8,580,753       1,245,157              2        (20,997)     5,189,248
     March 31, 2001                               5,189,248         581,715      -                (10,884)     5,760,079
     March 31, 2002                               5,760,079          50,000      -                (72,760)     5,737,319


 1 - Reclassified from Other Current Assets to Other Assets.
 2 - Eliminated against Other Assets.
</TABLE>


                                       52
<PAGE>




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

On May 9, 2002,  the Audit  Committee  of our Board of  Directors  approved  the
dismissal of our  independent  public  accountants,  Arthur Andersen LLP. Arthur
Andersen  LLP's reports on our financial  statements  for the fiscal years ended
March 31,  2001 and 2000 did not  contain an adverse  opinion or  disclaimer  of
opinion and were not  qualified  or modified as to  uncertainty,  audit scope or
accounting  principles.  During fiscal years ended March 31, 2001 and 2000,  and
during the  subsequent  interim  periods  through the date of dismissal,  May 9,
2002, there have not been any  disagreements  between us and Arthur Andersen LLP
on any  matters of  accounting  principles  or  practices,  financial  statement
disclosure or auditing scope or procedure,  or any reportable  events as defined
under Item  304(a)(1)(v)  of Regulation  S-K  promulgated  by the Securities and
Exchange Commission.

Also, on May 9, 2002, based on the  recommendation of the Audit Committee of our
Board of Directors,  we engage the firm of KPMG LLP to be our independent public
accountants.  We did not consult KPMG LLP at any time prior to May 9, 2002, with
respect to the application of accounting principles to a specified  transaction,
either  completed  or  proposed,  or the type of  audit  opinion  that  might be
rendered  on  our  financial  statements,  or  concerning  any  disagreement  or
reportable event with Arthur Andersen LLP.

We have been unable to obtain the  consent of Arthur  Andersen  LLP,  our former
independent  public  accountants,  as to the incorporation by reference of their
report for our fiscal  years ended March 31, 2001 and March 31,  2000,  into our
previously filed  registration  statements under the Securities Act of 1933, and
we have not filed that consent  with the Annual  Report on Form 10-K in reliance
upon Rule 437a of the Securities  Act of 1933.  Because we have not been able to
obtain Arthur  Andersen  LLP's consent,  you may not be able to recover  against
Arthur  Andersen  LLP under  Section  11 of the  Securities  Act for any  untrue
statements of a material fact contained in our financial  statements  audited by
Arthur  Andersen  LLP or any  omission to state a material  fact  required to be
stated therein.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G(3) to Form 10-K, the information called for by
this item 10 is  incorporated by reference from the Company's  definitive  Proxy
Statement  for its 2002  Annual  Meeting  of  Shareholders  to be filed with the
Securities  and  Exchange  Commission  pursuant  to  Regulation  14A  under  the
Securities  Exchange  Act of 1934,  as amended.  See  "Election  of  Directors",
"Executive  Officers"  and  "Compliance  with  Section  16(a) of the  Securities
Exchange Act of 1934."

ITEM 11.  EXECUTIVE COMPENSATION

Pursuant to General Instruction G(3) to Form 10-K, the information called for by
this item 11 is  incorporated by reference from the Company's  definitive  Proxy
Statement  for its 2002  Annual  Meeting  of  Shareholders  to be filed with the
Securities  and  Exchange  Commission  pursuant  to  Regulation  14A  under  the
Securities Exchange Act of 1934, as amended. See "Executive Compensation."


                                       53
<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Pursuant to General Instruction G(3) to Form 10-K, the information called for by
this item 12 is  incorporated by reference from the Company's  definitive  Proxy
Statement  for its 2002  Annual  Meeting  of  Shareholders  to be filed with the
Securities  and  Exchange  Commission  pursuant  to  Regulation  14A  under  the
Securities Exchange Act of 1934, as amended.  See "Security Ownership of Certain
Beneficial Owners and Management".

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to General Instruction G(3) to Form 10-K, the information called for by
this item 13 is  incorporated by reference from the Company's  definitive  Proxy
Statement  for its 2002  Annual  Meeting  of  Shareholders  to be filed with the
Securities  and  Exchange  Commission  pursuant  to  Regulation  14A  under  the
Securities  Exchange  Act of  1934,  as  amended.  See  "Compensation  Committee
Interlocks   and  Insider   Participation"   and  "Certain   Relationships   and
Transactions".



                                       54
<PAGE>



                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

        (a)(1)   FINANCIAL STATEMENTS

                 The following documents are filed as part of the Report:

                          CONSOLIDATED  FINANCIAL  STATEMENTS:  The Consolidated
                          Financial  Statements  of the Company are  included in
                          Item 8 of this Report as follows:

                          Independent Auditor's Report

                          Report of Independent Public Accountants

                          Consolidated  Balance  Sheets as of March 31, 2002 and
                          2001

                          Consolidated  Statements of  Operations  for the Years
                          Ended March 31, 2002, 2001 and 2000

                          Consolidated  Statements of  Stockholders'  Equity for
                          the Years Ended March 31, 2002, 2001 and 2000

                          Consolidated  Statements  of Cash  Flows for the Years
                          Ended March 31, 2002, 2001 and 2000

                          Notes to Consolidated Financial Statements

        (a)(2)   FINANCIAL STATEMENT SCHEDULES

                          CONSOLIDATED   FINANCIAL  STATEMENT   SCHEDULES:   The
                          following  consolidated  financial  statement schedule
                          has been included in Item 8 of this Report:

                          Schedule II - Valuation and Qualifying Accounts

                 Schedules not included have been omitted because they are not
                 applicable or the required information is shown in the
                 financial statements or notes thereto.

        (a)(3)   EXHIBITS:  The exhibits required to be filed pursuant to Item
                 601 of Regulation S-K are set forth in the Exhibit Index.

        (b)      FORM 8-K REPORTS. During the fourth quarter of fiscal 2002, the
                 Company filed no reports on Form 8-K.

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<PAGE>


(c)      Exhibits (See Exhibit Index)

        1. A  shareholder  may  obtain a copy of any  exhibit  included  in this
        Report  upon  payment  of a fee to  cover  the  reasonable  expenses  of
        furnishing such exhibits by written request to Rick Nida, Vice President
        Investor Relations,  Rentrak Corporation, PO Box 18888, Portland, Oregon
        97218.


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<PAGE>



                 SIGNATURES


                 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.

        RENTRAK CORPORATION

        By      /S/ F. Kim Cox
                --------------------------------------
                F. Kim Cox, President

        Date   June 28, 2002
               --------------------------------------

                 Pursuant to the requirements of the Securities  Exchange Act of
        1934,  this report has been  signed  below by the  following  persons on
        behalf of the Registrant and in the capacities and the dates indicated.

        Principal Executive Officer and Director:
        By /S/ Paul A. Rosenbaum                               June 28, 2002
           ------------------------
             Paul A. Rosenbaum, Chairman and Chief
             Executive Officer and Director

        Principal Financial Officer:
        By /S/ Mark L. Thoenes                                 June 28, 2002
           --------------------------
             Mark L. Thoenes, Chief Financial Officer

        Majority of Directors:

        *By /S/ Cecil D. Andrus                                June 28, 2002
            ---------------------------
             Cecil D. Andrus, Director

        *By /S/ George H. Kuper                                June 28, 2002
            ------------------------
             George H. Kuper, Director

        *By /S/ Joon S. Moon                                   June 28, 2002
            --------------------------
             Joon S. Moon, Director

        *By /S/ James G. Petcoff                               June 28, 2002
            ------------------------
             James G. Petcoff, Director

        *By /S/ Stanford Stoddard                              June 28, 2002
            ------------------------
             Stanford Stoddard, Director

        *By /S/ Mark L. Thoenes                                June 28, 2002
            ------------------------
             Mark L. Thoenes, Attorney-in-Fact



                                       57
<PAGE>



                                  EXHIBIT INDEX

The  following  exhibits  are  filed  herewith  or, if  followed  by a number in
parentheses, are incorporated herein by reference from the corresponding exhibit
filed in the  report  or  registration  statement  identified  in the  footnotes
following this index:

    Exhibit
    Number       Exhibit
      2          Agreement Concerning Changes to Business Cooperation Agreement
                (Framework) between Rentrak Japan Co., Ltd. and Rentrak
                 Corporation. (1)

      3.1        Amended and Restated Articles of Incorporation and amendments
                 thereto. (2)

      3.2        1995 Restated Bylaws, as amended to date. (3)

     10.1*       1986 Second Amended and Restated Stock Option Plan and Forms of
                 Stock Option Agreements. (4)

     10.2*       Amendment to 1986 Second Amended and Restated Stock Option Plan
                 dated May 19, 2000. (5)

     10.3        Guarantee Agreement dated as of June 26, 1996, between Rentrak
                 Corporation and BlowOut Entertainment, Inc. (6)

     10.4*       Amended and Restated Employment Agreement with Marty Graham
                 dated May 17, 1997. (7)

     10.5*       Addendum to Employment Agreement with Marty Graham dated
                 June 8, 2000. (8)

     10.6*       Amendment to Employment Agreement with Marty Graham dated
                 September 1, 2000. (9)

     10.7*       Employment Agreement with Michael Lightbourne dated
                 July 10, 1997. (10)

     10.8*       Employment Agreement with Christopher Roberts dated
                 October 27, 1997. (11)

     10.9*       Addendum to Employment Agreement with Christopher Roberts dated
                 June 8, 2000. (12)

     10.10*      The 1997 Equity Participation Plan of Rentrak Corporation,
                 as amended.

     10.11*      Form of Non-Qualified Stock Option Agreement under 1997 Equity
                 Participation Plan. (13)

     10.12*      Form of Incentive Stock Option Agreement under 1997 Equity
                 Participation Plan. (14)

     10.13*      Employment Agreement with F. Kim Cox dated April 1, 1998. (15)



                                       58
<PAGE>


     10.14*      Promissory Note of Michael Lightbourne dated
                 August 30, 2000. (16)

     10.15*      Loan Agreement with Michael Lightbourne dated
                 August 30, 2000. (17)

     10.16*      Stock Pledge Agreement with Michael Lightbourne dated
                 August 30, 2000. (18)

     10.17       Loan and Security Agreement with Guaranty Business Credit
                 Corporation dated May 26, 2000. (19)

     10.18       General Continuing Guarantee with Guaranty Business Credit
                 Corporation dated May 26, 2000. (20)

     10.19*      Employment Agreement with Mark L. Thoenes dated
                 January 1, 2001. (21)

     10.20*      Employment Agreement with Timothy J. Erwin dated
                 January 1, 2001. (22)

     10.21*      Employment Agreement with Richard A. Nida dated
                 August 14, 1998, with Addendum dated June 8, 2000. (23)

     10.22       Rights Agreement dated as of May 18, 1995, between Rentrak
                 Corporation and U.S. Stock Transfer Corporation. (24)

     10.23*      Letter Agreement between Rentrak Corporation and Joon S. Moon
                 entered into as of March 15, 2001. (25)

     10.24*      Incentive Stock Option Agreement with Paul A. Rosenbaum dated
                 March 30, 2001. (26)

     10.25*      Non-Qualified Stock Option Agreement with Paul A. Rosenbaum
                 dated March 30, 2001. (27)

     10.26*      Employment Agreement with Amir Yazdani dated July 1, 2001. (28)

     10.27*      Employment Agreement with Paul A. Rosenbaum dated
                 October 1, 2001. (29)

     10.28*      Consulting Agreement with George H. Kuper dated April 24, 2001.

     10.29*      The 1997 Non-Officer Employee Stock Option Plan of Rentrak
                 Corporation. (30)

     10.30*      Amendment to the 1997 Non-Officer Employee Stock Option Plan
                 of Rentrak Corporation. (31)

     10.31       Second Amendment to the 1997 Non-Officer Employee Stock Option
                 Plan of Rentrak Corporation.

     21          List of Subsidiaries of Registrant.


                                       59
<PAGE>


     23          Consent of KPMG LLP.

     99          Description of Capital Stock of Rentrak Corporation. (30)


                                       60
<PAGE>


*Management Contract or Compensatory Plan or Arrangement.

1.   Filed as Exhibit 2 to Form 8-K filed on April 17, 2001.

2.   Filed in Form  S-3  Registration  Statement,  File  No.  33-8511,  filed on
     November 21, 1994.

3.   Filed as Exhibit 3.1 to Form 10-Q filed on February 14, 2001.

4.   Filed as Exhibit  10.1 to 1993 Form 10-K  filed on June 28,  1993 (File No.
     0-15159).

5.   Filed as Exhibit 10.30 to 2000 Form 10-K filed on June 29, 2000.

6.   Filed as Exhibit 2 to Form 8-K filed on December 9, 1996.

7.   Filed as Exhibit 10.1 to Form 10-Q filed on November 3, 1997.

8.   Filed as Exhibit 10.23 to 2000 Form 10-K filed on June 29, 2000.

9.   Filed as Exhibit 10.13 to 2001 Form 10-K filed on June 29, 2001.

10.  Filed as Exhibit 10.2 to Form 10-Q filed on November 3, 1997.

11.  Filed as Exhibit 10.3 to Form 10-Q filed on November 3, 1997.

12.  Filed as Exhibit 10.24 to 2000 Form 10-K filed on June 29, 2000.

13.  Filed as Exhibit 10.14 to Amendment No. 1 to 2001 Form 10-K filed on August
     14, 2001.

14.  Filed as Exhibit 10.15 to Amendment No. 1 to 2001 Form 10-K filed on August
     14, 2001.

15.  Filed as Exhibit 10.2 to Form 10-Q filed on November 6, 1998.

16.  Filed as Exhibit 10.17 to 2001 Form 10-K filed on June 29, 2001.

17.  Filed as Exhibit 10.18 to 2001 Form 10-K filed on June 29, 2001.

18.  Filed as Exhibit 10.19 to 2001 Form 10-K filed on June 29, 2001.

19.  Filed as Exhibit 10.27 to 2000 Form 10-K filed on June 29, 2000.

20.  Filed as Exhibit 10.28 to 2000 Form 10-K filed on June 29, 2000.

21.  Filed as Exhibit 10.25 to 2001 Form 10-K filed on June 29, 2001.

22.  Filed as Exhibit 10.26 to 2001 Form 10-K filed on June 29, 2001.

23.  Filed as Exhibit 10.27 to 2001 Form 10-K filed on June 29, 2001.




                                       61
<PAGE>



24.  Filed as Exhibit 4 to Form 8-K filed on June 5, 1995.

25.  Filed as Exhibit 10.29 to 2001 Form 10-K filed on June 29, 2001.

26.  Filed as Exhibit 10.30 to 2001 Form 10-K filed on June 29, 2001.

27.  Filed as Exhibit 10.31 to 2001 Form 10-K filed on June 29, 2001.

28.  Filed as Exhibit 10.1 to Form 10-Q filed on November 13, 2001.

29.  Filed as Exhibit 10.1 to Form 10-Q filed on February 14, 2002.

30.  Filed as Exhibit 4.1 to Form S-8 filed on June 5, 1997.

31.  Filed as Exhibit 4.1 to Form S-8 filed on October 29, 1997.

32.  Filed as Exhibit 99 to 2001 Form 10-K filed on June 29, 2001.




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